UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 Second Amended and Restated Credit Agreement (the “Credit Agreement”), dated as of June 13, 2025, among (i) the Company, (ii) the financial institutions party thereto as Lenders, (iii) Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, (iv) JPMorgan Chase Bank, National Association, U.S. Bank, National Association, and Wells Fargo Bank, National Association, as Co-Syndication Agents, and (v) BofA Securities, Inc., JPMorgan Chase Bank, National Association, U.S. Bank, National Association and Wells Fargo Securities, LLC, as Joint Lead Arrangers and Joint Bookrunners. Certain of the Company’s domestic subsidiaries have guaranteed the Company’s obligations under the Credit Agreement.
The Credit Agreement amends and restates in its entirety the Amended and Restated Credit Agreement, dated as of July 27, 2022 (as amended, restated or otherwise modified from time to time), among the Company, as borrower, and the financial institutions party thereto.
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 $400.0 million of revolving credit loans for the five-year period through June 13, 2030. There was no initial borrowing under the Credit Agreement.
The Credit Agreement contains various customary affirmative and negative covenants, including certain financial covenants and various incurrence-based negative covenants described below.
The financial covenant provides that the Loan Parties will be required to maintain on a trailing four-quarter basis a Consolidated Leverage Ratio (as defined below) of not more than 3.50:1.00, provided that after the consummation of a Material Acquisition (as defined in the Credit Agreement), the Company may elect to increase the maximum Consolidated Leverage Ratio to 4.00:1.00 for the four consecutive fiscal quarters immediately following the fiscal quarter in which the Material Acquisition is consummated, subject to certain conditions. Consolidated Leverage Ratio is defined, as of any date of determination, 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 (as defined in the Credit Agreement) of the Company and its Subsidiaries (as defined in the Credit Agreement) on a Consolidated (as defined in the Credit Agreement) basis for the most recently completed four fiscal quarters of the Borrower.
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; and |
| • | make acquisitions or dispositions. |
The Credit Agreement generally permits the Company to continue to pay its regular quarterly dividend, repurchase its common stock and to make other restricted payments so long as it is in pro forma compliance with the financial covenant and no Specified Default (as defined in the Credit Agreement) 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 3.25:1.00 and no Event of Default (as defined in the Credit Agreement) 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
| * | Schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission on a confidential basis upon request. |
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: June 18, 2025 | By: | /s/ Diane Brayton | ||||
| Diane Brayton | ||||||
| Executive Vice President and Chief Legal Officer | ||||||