UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Emerging growth company
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Item 1.01 Entry into a Material Definitive Agreement.
The New York Times Company (the “Company”), as borrower, has entered into an unsecured Credit Agreement (the “Credit Agreement”), dated as of September 10, 2019, among the Company, the financial institutions party thereto as lenders, Bank of America, N.A., as administrative agent, swing line lender and L/C Issuer, Wells Fargo Securities, LLC and J.P. Morgan Chase Bank, National Association, and BOFA Securities, Inc., as joint lead arrangers and joint book runners. Certain of the Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Agreement.
The following description is qualified in its entirety by reference to the complete copy of the Credit Agreement that is filed as an exhibit to this report and incorporated herein by reference.
The Credit Agreement provides for up to $250.0 million of revolving credit loans for the five-year period through September 10, 2024. There was no initial borrowing under the Credit Agreement and the full amount remains available.
The Credit Agreement contains various customary affirmative and negative covenants, including certain financial covenants and various incurrence-based negative covenants described below.
The interest coverage ratio financial covenant provides that the Loan Parties (as defined in the Credit Agreement) will be required to maintain on a trailing four-quarter basis a Consolidated Interest Coverage Ratio of not less than 3.00:1.00. Consolidated Interest Coverage Ratio is defined as the ratio of (i) Consolidated EBITDA (as defined in the Credit Agreement) to (ii) Consolidated Interest Charges (as defined in the Credit Agreement) for such period.
The leverage ratio financial covenant provides that the Loan Parties will be required to maintain on a trailing four-quarter basis a Consolidated Leverage Ratio of not less than 2.50:1.00. Consolidated Leverage Ratio is defined as the ratio of (i) Consolidated Funded Indebtedness (as defined in the Credit Agreement) (less the Encumbered Property Escrow Amount (as defined in the Credit Agreement)) to (ii) Consolidated EBITDA for such period.
In addition, the Credit Agreement contains incurrence-based negative covenants that, subject to various exceptions, limit the ability of the Company or its subsidiaries to, among other things:
| • | incur debt (directly or by third party guarantees); |
| • | grant liens; |
| • | pay dividends; |
| • | make investments; |
| • | make acquisitions or dispositions; and |
| • | prepay debt. |
The Credit Agreement generally permits the Company to continue to pay its regular quarterly dividend, and to make other restricted payments so long as it is in pro forma compliance with the financial covenants and no default has occurred or would result from such other restricted payment. In addition, the Company and its subsidiaries may (in addition to other customary exceptions and baskets), (i) incur indebtedness secured by liens on its headquarters building or
its College Point printing facility, and (ii) incur indebtedness so long as the Company does not exceed, on a pro forma basis, a Consolidated Leverage Ratio of 2.25:1.00 and no default has occurred or would occur from such indebtedness incurrence.
The Credit Agreement contains customary events of default including, subject to exceptions and cure periods, failure to pay principal or interest, breach of representations or warranties, default in the performance of covenants, change in control, bankruptcy events affecting the Company or its subsidiaries, certain unpaid judgments, and a cross acceleration to certain other debt.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Description | |||
| Exhibit 10.1 |
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| Exhibit 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||
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.
| THE NEW YORK TIMES COMPANY | ||||||
| Date: September 11, 2019 |
By: |
/s/ Diane Brayton | ||||
| Diane Brayton | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||