UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 29, 2015
New Media Investment Group Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001- 36097 | | 38-3910250 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
1345 Avenue of the Americas New York, NY | | 10105 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 479-3160
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 1.01 Entry into a Material Definitive Agreement
Amendment to New Media Credit Agreement
On May 29, 2015 New Media Holdings II LLC (the “Borrower”), a wholly owned indirect subsidiary of New Media Investment Group Inc., New Media Holdings I LLC (“Holdings”) and certain of the Borrower’s subsidiaries entered into an amendment to the Borrower’s senior secured credit facilities (the “Sixth Amendment”) with the other loan parties party thereto, the several banks and other financial institutions party thereto as the incremental term lenders (the “Incremental Term Lenders”) and Citizens Bank of Pennsylvania, as administrative agent (the “Administrative Agent”). The Sixth Amendment was entered into pursuant to that certain Credit Agreement, dated as of June 4, 2014 (as amended on July 17, 2014, September 3, 2014, November 20, 2014, January 9, 2015, February 13, 2015 and March 6, 2015, the “Credit Agreement”), by and among the Borrower, Holdings, the lenders party thereto, Citizens Bank, National Association (f/k/a RBS Citizens, N.A.) and Credit Suisse Securities (USA) LLC, as joint lead arrangers and joint bookrunners, Credit Suisse AG, Cayman Islands Branch, as syndication agent and the Administrative Agent. By entering into the Sixth Amendment, the Incremental Term Lenders agreed to provide additional dollar-denominated term loans in an aggregate principal amount of $25 million (the “Incremental Term Loan”). The Incremental Term Loan is on terms identical to the replacement term loans that were extended pursuant to the fourth amendment to the Credit Agreement and will mature on June 4, 2020. In addition, the Borrower is required to pay an upfront fee of 1.00% of the aggregate amount of the Incremental Term Loan as of the effective date of the Sixth Amendment.
The foregoing description of the Sixth Amendment is not intended to be complete and is qualified in its entirety by reference to the full text of the Sixth Amendment, which is incorporated herein by reference to Exhibit 10.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
| | |
Exhibit No. | | Description of Exhibit |
| |
| 10.1 | | Sixth Amendment to Credit Agreement, dated as of May 29, 2015, among New Media Holdings I LLC, New Media Holdings II LLC, the loan parties party thereto, the several banks and other financial institutions party thereto as the incremental term lenders and Citizens Bank of Pennsylvania, as administrative agent. |
SIGNATURE
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.
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| NEW MEDIA INVESTMENT GROUP INC. |
| |
| By: | | /s/ Michael E. Reed |
| Name: | | Michael E. Reed |
| Title: | | Chief Executive Officer |
Date: June 2, 2015
Exhibit Index
| | |
Exhibit No. | | Description of Exhibit |
| |
| 10.1 | | Sixth Amendment to Credit Agreement, dated as of May 29, 2015, among New Media Holdings I LLC, New Media Holdings II LLC, the loan parties party thereto, the several banks and other financial institutions party thereto as the incremental term lenders and Citizens Bank of Pennsylvania, as administrative agent. |
