Item 1.01 Entry into a Material Definitive Agreement.
On
As a result of the Merger (referenced in Item 2.01 below), and pursuant to the
First Supplemental Indenture, the Notes are no longer convertible into shares of
common stock, par value
The foregoing descriptions of the First Supplemental Indenture and the Indenture and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the full text of the First Supplemental Indenture and the Indenture, copies of which are filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
On
Item 2.01 Completion of Acquisition or Disposition of Assets.
At
The issuance of Parent Common Stock in connection with the Merger was registered
under the Securities Act of 1933, as amended, pursuant to Parent's registration
statement on Form S-4 (File No. 333-233509), as amended (the "Registration
Statement"), filed with the
Subject to the terms and conditions of the Merger Agreement, at the Effective
Time, each share of Company Common Stock issued and outstanding immediately
prior to the Effective Time (subject to limited exceptions, including shares as
to which dissenters' rights were properly exercised in accordance with
Pursuant to the Merger Agreement, at the Effective Time, (a) Company restricted stock units were converted into Parent restricted stock units based on the value of the Merger Consideration, which are generally subject to the same terms and conditions as applied to the original Company award, except that Company restricted stock units held by non-employee directors of the Company were converted into the Merger Consideration, (b) Company performance shares were converted into Parent time-based restricted stock units based on the value of the Merger Consideration and assuming achievement of applicable performance goals in accordance with the terms of the Merger Agreement, which are generally subject to the same
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terms and conditions as applied to the original Company award (other than performance-based vesting conditions), (c) Company restricted stock awards were . . .
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On the Closing Date, in connection with the closing of the Merger (the
"Closing"), the Company notified the
Item 3.03 Material Modification to Rights of Security Holders.
At the Effective Time, the Company's stockholders ceased to have any rights as stockholders in the Company (other than their right to receive the Merger Consideration) and instead have the rights of a stockholder in Parent.
The information set forth in Items 1.01, 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, a change of control of the Company occurred on the Closing Date, and the Company became an indirect wholly owned subsidiary of Parent.
The information set forth in Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
In connection with the Closing and pursuant to Exhibit C to the Merger
Agreement,
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
In connection with the Closing and pursuant to the Merger Agreement, at the
Effective Time, the certificate of incorporation of the Company that was in
effect immediately prior to the Effective Time was amended and restated in its
entirety to read as set forth on Exhibit B to the Merger Agreement. Promptly
following the Effective Time, the Company's certificate of incorporation was
further amended to change the name of the Company to "
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The certificate of incorporation of the Company and the by-laws of the Company as so amended and restated are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference. The certificate of amendment to the amended and restated certificate of incorporation of the Company reflecting the change in the Company's name is filed herewith as Exhibit 3.3 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
As of the close of business on
Two items of business were voted on by stockholders at the Special Meeting:
(i) a proposal to adopt the Merger Agreement (the "Merger Proposal"), and (ii) a
proposal to approve, on an advisory (non-binding) basis, the compensation that
may be paid or become payable to the Company's named executive officers in
connection with the Merger (the "Compensation Proposal"). The Merger Proposal
and the Compensation Proposal are described in detail in the Company's
definitive proxy statement filed with the
The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:
Proposal 1-The Merger Proposal
For Against Abstain Broker Non-Votes 94,367,212 2,225,989 911,083 0
The Merger Proposal was approved, receiving the affirmative vote of approximately 82% of the outstanding shares of Company Common Stock entitled to vote thereon at the Special Meeting.
Proposal 2-The Compensation Proposal
For Against Abstain Broker Non-Votes 81,619,077 14,392,062 1,493,145 0
The Compensation Proposal was approved, receiving the affirmative vote of approximately 85% of the votes cast on such proposal by holders of Company Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon.
Because the Merger Proposal was approved, the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the Merger Proposal (referred to as the "Gannett Adjournment Proposal" in the Proxy Statement) was not brought before the Special Meeting for a vote.
Item 8.01 Other Events.
On the Closing Date, the Company issued a press release announcing the Closing, a copy of which is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Exhibits. (d) Exhibits Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofAugust 5, 2019 , by and amongGannett Media Corp. , Gannett Co., Inc.,Gannett Holdings LLC , andArctic Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed byGannett Media Corp. onAugust 6, 2019 ).* 2.2 Amendment No. 1 to Agreement and Plan of Merger, dated as ofOctober 29, 2019 , by and amongGannett Media Corp. , Gannett Co., Inc.,Gannett Holdings LLC , andArctic Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed byGannett Media Corp. onOctober 30, 2019 ). 3.1 Amended and Restated Certificate of Incorporation ofGannett Media Corp. , effective as ofNovember 19, 2019 . 3.2 Amended and Restated By-laws ofGannett Media Corp. , effective as ofNovember 19, 2019 . 3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation ofGannett Media Corp. , effective as ofNovember 19, 2019 . 4.1 First Supplemental Indenture, dated as ofNovember 19, 2019 , by and amongGannett Media Corp. ,Gannett Co., Inc. andU.S. Bank National Association . 4.2 Indenture, dated as ofApril 9, 2018 , by and amongGannett Media Corp. andU.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed byGannett Co., Inc. onApril 9, 2018 ). 99.1 Joint Press Release issued byGannett Media Corp. andGannett Co., Inc. onNovember 19, 2019 . 104 Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document).
* The schedules and exhibits to the Agreement and Plan of Merger have been
omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The
Company will furnish copies of such schedules to the Securities and Exchange
Commission upon request.
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