UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 16, 2013
GANNETT CO., INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-6961 | 16-0442930 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7950 Jones Branch Drive, McLean, Virginia 22107-0910
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (703) 854-6000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01 | Other Events |
On December 16, 2013, Gannett Co., Inc. (“Gannett”) announced that Gannett and Belo Corp. (“Belo”) had reached agreement, pursuant to a consent decree, with the U.S. Department of Justice that should permit the companies to complete Gannett’s previously announced acquisition of Belo in 2013.
On December 20, 2013, Gannett announced that the Federal Communications Commission had granted approval for Gannett’s previously announced acquisition of Belo, all regulatory approvals for the transaction have been received and Gannett intends to move forward with its acquisition of Belo.
A copy of each press release is filed as an exhibit to this Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
The following exhibits are filed or furnished, as appropriate, as part of this Current Report on Form 8-K:
| Exhibit |
Description | |
| 99.1 | News Release of Gannett Co., Inc. dated December 16, 2013 (filed herewith). | |
| 99.2 | News Release of Gannett Co., Inc. dated December 20, 2013 (filed herewith). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 20, 2013 | GANNETT CO., INC. | |||||
| By: | /s/ Todd A. Mayman | |||||
| Name: | Todd A. Mayman | |||||
| Title: | Senior Vice President, General Counsel and Secretary | |||||
INDEX TO EXHIBITS
| Exhibit |
Description | |
| 99.1 | News Release of Gannett Co., Inc. dated December 16, 2013. | |
| 99.2 | News Release of Gannett Co., Inc. dated December 20, 2013. | |
Exhibit 99.1
GANNETT AND BELO REACH AGREEMENT WITH U.S. DEPARTMENT OF JUSTICE
Belo’s KMOV-TV in St. Louis to be Divested Pursuant to Consent Decree with DOJ
McLEAN, VA and DALLAS, TX – December 16, 2013 – Gannett Co., Inc. (NYSE: GCI) and Belo Corp. (NYSE: BLC) announced today that they have reached an agreement with the U.S. Department of Justice (“DOJ”) that should enable the companies to complete the previously announced acquisition of Belo in 2013. The Belo transaction remains subject to approval by the Federal Communications Commission and other customary closing conditions.
Gannett, Belo and Sander Media LLC, a third party operator who will acquire certain broadcast stations in markets where Gannett and Belo overlap, entered into a proposed consent decree with the DOJ, pursuant to which Gannett and Sander will divest substantially all of the assets used in the operation of KMOV-TV in St. Louis, Missouri, which is currently owned by Belo. The divesture is expected to occur in 2014.
The synergies associated with KMOV-TV were nominal given the structure of the Belo transaction, and Gannett expects very minimal impact on its previously disclosed projected annual run-rate synergies of $175 million within three years of closing of the Belo transaction. Gannett’s strong broadcast presence in the St. Louis market with KSDK-TV, which it currently owns, will not be impacted by the divestiture of KMOV-TV.
About Gannett
Gannett Co., Inc. (NYSE: GCI) is an international media and marketing solutions company that informs and engages more than 100 million people every month through its powerful network of broadcast, digital, mobile and publishing properties. Our portfolio of trusted brands offers marketers unmatched local-to-national reach and customizable, innovative marketing solutions across any platform. Gannett is committed to connecting people – and the companies who want to reach them – with their interests and communities. For more information, visit www.gannett.com.
About Belo
Television company Belo Corp. (NYSE: BLC) owns and operates 20 television stations (nine in the top 25 markets) and their associated websites. Belo stations, which include affiliations with ABC, CBS, NBC, FOX, and the CW, reach more than 14 percent of U.S. television households in 15 highly-attractive markets. Belo stations rank first or second in nearly all of their local markets. Additional information is available at www.belo.com.
Forward Looking Statements
Certain statements in this press release may be forward looking in nature or “forward looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The forward looking statements contained in this press release are subject to a number of risks, trends and uncertainties that could cause actual performance to differ materially from these forward looking
statements. A number of those risks, trends and uncertainties are discussed in each company’s SEC reports, including their annual report on Form 10-K and quarterly reports on Form 10-Q. Any forward looking statements in this press release should be evaluated in light of these important risk factors.
Gannett and Belo are not responsible for updating the information contained in this press release beyond the published date, or for changes made to this press release by wire services, Internet service providers or other media.
CONTACTS:
| Investors | Media | |
| Jeffrey Heinz Vice President, Investor Relations 703-854-6917 jheinz@gannett.com |
Jeremy Gaines Vice President, Corporate Communications 703-854-6049 jmgaines@gannett.com
OR
Stephanie Pillersdorf/Pamela Blum Sard Verbinnen & Co. 212-687-8080 | |
For Belo:
R. Paul Fry
Vice President/Investor Relations and Treasury Operations
214-977-4465
# # #
Exhibit 99.2
IMMEDIATE RELEASE
Friday, December 20, 2013
GANNETT AND BELO RECEIVE FCC APPROVAL
Gannett’s Acquisition of Belo to Close Promptly
McLEAN, VA and DALLAS, TX – Gannett Co., Inc. (NYSE: GCI) and Belo Corp. (NYSE: BLC) announced today that the Federal Communications Commission granted approval for Gannett’s acquisition of Belo. All regulatory approvals for the transaction have been received. Closing is expected early next week upon completion of remaining customary closing conditions.
About Gannett
Gannett Co., Inc. (NYSE: GCI) is an international media and marketing solutions company that informs and engages more than 100 million people every month through its powerful network of broadcast, digital, mobile and publishing properties. Our portfolio of trusted brands offers marketers unmatched local-to-national reach and customizable, innovative marketing solutions across any platform. Gannett is committed to connecting people – and the companies who want to reach them – with their interests and communities. For more information, visit www.gannett.com.
About Belo
Television company Belo Corp. (NYSE: BLC) owns and operates 20 television stations (nine in the top 25 markets) and their associated websites. Belo stations, which include affiliations with ABC, CBS, NBC, FOX, and the CW, reach more than 14 percent of U.S. television households in 15 highly-attractive markets. Belo stations rank first or second in nearly all of their local markets. Additional information is available at www.belo.com.
Forward Looking Statements
Certain statements in this press release may be forward looking in nature or “forward looking statements” as defined in the Private Securities Litigation Reform Act of 1995. The forward looking statements contained in this press release are subject to a number of risks, trends and uncertainties that could cause actual performance to differ materially from these forward looking statements. A number of those risks, trends and uncertainties are discussed in each company’s SEC reports, including their annual report on Form 10-K and quarterly reports on Form 10-Q. Any forward looking statements in this press release should be evaluated in light of these important risk factors.
Gannett and Belo are not responsible for updating the information contained in this press release beyond the published date, or for changes made to this press release by wire services, Internet service providers or other media.
# # #
CONTACTS:
| For investor inquiries, contact: | For media inquiries, contact: | |
| Jeffrey Heinz | Jeremy Gaines | |
| Vice President, Investor Relations | Vice President, Corporate Communications | |
| 703-854-6917 | 703-854-6049 | |
| jheinz@gannett.com | jmgaines@gannett.com |
For Belo, contact:
R. Paul Fry
Vice President/Investor Relations and Treasury Operations
214-977-4465