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Exhibit 99.1

[ · ], 2015

Dear Gannett Co., Inc. Stockholder:

              We previously announced plans to separate our publishing business from our broadcasting and digital businesses. The separation will occur by means of a spin-off of a newly formed company named Gannett SpinCo, Inc. ("SpinCo"), which will own the publishing business. Gannett Co., Inc. ("Parent"), the existing publicly traded company in which you currently own common stock, will continue to own and operate the broadcasting and digital businesses. The separation will create two businesses with impressive scale and financial strength that will be among the largest and strongest in their peer groups. As two distinct publicly traded companies, Parent and SpinCo will be better positioned, both strategically and operationally, to capitalize on significant growth opportunities by focusing resources on their own respective businesses and strategic priorities. Upon completion of the spin-off, SpinCo will change its corporate name to "Gannett Co., Inc." and Parent will change its corporate name to [ · ].

              Both of these companies will offer industry-leading products and services. Parent will continue to be a leader in the broadcasting and digital industries. With a portfolio of 46 owned or serviced television stations covering more than 35 million households, it is the largest independent owner of "Big Four" affiliated stations in the top 25 markets. Parent also owns several robust, leading-edge digital businesses led by Cars.com and its majority stake in CareerBuilder.com. Also part of this powerful digital portfolio is G/O Digital, which helps businesses grow by delivering digital marketing solutions that enable companies to better connect with consumers locally and drive results. SpinCo will continue to be an international publishing leader. SpinCo will own several innovative, multi-platform publishing operations and their affiliated digital and mobile products. These include 81 trusted local U.S. daily media organizations and Newsquest, a leading regional community news provider in the U.K., with 18 daily paid-for publications and more than 125 weekly publications, magazines and trade publications. SpinCo will also own USA TODAY, a nationally recognized news and information company, which was ranked first in combined print and digital circulation according to the Alliance for Audited Media's September 2014 Publisher's Statement.

              The separation will provide current Parent stockholders with equity ownership in both Parent and SpinCo. We believe both companies will be well positioned for future success and have greater freedom to create value. We expect that the separation will be tax-free to Parent stockholders.

              The separation will be effected by means of a pro rata distribution of 98.5% of the outstanding shares of SpinCo common stock to holders of Parent common stock. Following the distribution, Parent will own shares of SpinCo representing 1.5% of the outstanding shares of common stock, and SpinCo will be a separate public company. Each Parent stockholder will receive one share of SpinCo common stock for every [ · ] shares of Parent common stock held as of the close of business on [ · ], 2015, the record date for the distribution. No vote of Parent stockholders is required for distribution. You do not need to take any action to receive the shares of SpinCo common stock to which you are entitled as a Parent stockholder, and you will not be required to make any payments or to surrender or exchange your Parent common stock.

              SpinCo intends to apply to have its common stock authorized for listing on the New York Stock Exchange under the symbol "GCI," the same symbol currently used by Parent. Following the distribution, Parent will trade on the New York Stock Exchange under the symbol "[ · ]."

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              I encourage you to read the attached information statement, which is being provided to all Parent stockholders who held shares on the record date for the distribution. The information statement describes the separation in detail and contains important business and financial information about SpinCo.

              We have spent the last few years driving a significantly value-enhancing transformation at Gannett, and we believe now is the optimal time to separate these businesses to provide for even greater performance and shareholder value creation in the future. We expect the separation will provide valuable opportunities to both companies, our stockholders, our employees, and all of the communities that enjoy Gannett content and services. We thank you for your continuing support.

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[ · ], 2015

Dear Future Gannett SpinCo, Inc. Stockholder:

              I am pleased to welcome you as a future stockholder of Gannett SpinCo, Inc. ("SpinCo"), whose common stock we intend to list on the New York Stock Exchange under the symbol "GCI." Although we will be newly independent, we have long been a leading publishing company at the forefront of redefining the future of media. With the largest network of local publications in the U.S. and a highly recognizable national publication, we have unparalleled knowledge and expertise in the publishing business, and have garnered the trust of the communities that we serve. We will continue to focus on innovative approaches to delivering content, superior reporting, customer loyalty and client service. Even as the credibility and authority of our brands keep our subscribers engaged and deliver solutions for our advertising partners, we continue to stay fresh and develop new products, attracting new audiences and more advertising customers in need of our compelling marketing solutions.

              Our business includes 81 local U.S. media operations, their engaging affiliated digital platforms and marketing services, as well as Newsquest, a leading regional community content provider in the U.K. It also includes USA TODAY, a nationally recognized multi-platform news and information organization that ranks first in combined print and digital circulation in the U.S., according to the Alliance for Audited Media's September 2014 Publisher's Statement. This powerful combination of deep local roots and a renowned national brand enables us to offer our readers a wide array of content across multiple platforms, which, in turn, makes us an attractive provider of advertising and marketing solutions. In 2014, we generated $3.2 billion in revenues, $361 million in Adjusted operating income and $472 million in Adjusted EBITDA.

              As explained in the attached information statement, we intend to drive growth opportunities by enhancing our position as a trusted provider of local news and information through expanded digital offerings and by leveraging our expertise and full product portfolio to provide integrated marketing solutions to advertisers. We will continue to capitalize on our national brand equity to increase the integration of local and national content.

              With its digital revenue innovations and commitment to financial discipline, SpinCo will be uniquely positioned to be a successful consolidator of local market publishing operations in the future and invest in products and services that will drive growth. We will maintain our focus on operational excellence and maximizing cash flow. We believe that our award-winning journalists, technologically advanced delivery of local and national content, long-term relationships in local communities, and demonstrated financial resilience will enable us to meet these goals.

              Our stockholder value proposition is simple: provide superior returns to SpinCo stockholders by maintaining our leadership position in the publishing business, investing in the growth of our company and generating strong cash flow.

              I invite you to learn more about SpinCo and our strategic initiatives by reading the attached information statement. I thank you in advance for your support as a future stockholder of SpinCo.

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Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED MARCH 12, 2015

INFORMATION STATEMENT
Gannett SpinCo, Inc.

              This information statement is being furnished in connection with the distribution by Gannett Co., Inc. ("Parent") to its stockholders of 98.5% of the outstanding shares of common stock of Gannett SpinCo, Inc., a Delaware corporation ("SpinCo"), currently a wholly owned subsidiary of Parent that will hold directly or indirectly the assets and liabilities associated with Parent's publishing business. To implement the distribution, Parent will distribute 98.5% of the shares of SpinCo common stock on a pro rata basis to Parent stockholders in a manner that is intended to be tax-free for U.S. federal income tax purposes. Following the distribution, Parent will own shares of SpinCo representing 1.5% of the outstanding shares of common stock, and SpinCo will be a separate public company.

              For every [ · ] shares of Parent common stock held of record by you as of the close of business on [ · ], 2015, the record date for the distribution, you will receive one share of SpinCo common stock. You will receive cash in lieu of any fractional shares of SpinCo common stock that you would have received after application of the above ratio. As discussed under "The Separation and Distribution—Trading Between the Record Date and Distribution Date," if you sell your shares of Parent common stock in the "regular-way" market after the record date and before the distribution, you also will be selling your right to receive shares of SpinCo common stock in the distribution. SpinCo expects the shares of SpinCo common stock to be distributed by Parent to you at 11:59 p.m., Eastern Time, on [ · ], 2015. SpinCo refers to the date of the distribution of the shares of SpinCo common stock as the "distribution date."

              No vote of Parent stockholders is required for the distribution. Therefore, you are not being asked for a proxy, and you are requested not to send Parent a proxy, in connection with the distribution. You do not need to pay any consideration or exchange or surrender your existing shares of Parent common stock or take any other action to receive your shares of SpinCo common stock.

              There is no current trading market for SpinCo common stock, although SpinCo expects that a limited market, commonly known as a "when-issued" trading market, will develop on or shortly before the record date for the distribution, and SpinCo expects "regular-way" trading of SpinCo common stock to begin on the first trading day following the completion of the distribution. SpinCo intends to apply to have its common stock authorized for listing on the New York Stock Exchange under the symbol "GCI," the same symbol currently used by Parent. Following the spin-off, Parent will trade on the New York Stock Exchange under the symbol "[ · ]."

               In reviewing this information statement, you should carefully consider the matters described under the caption "Risk Factors" beginning on page 22.

               Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

               This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is [ · ], 2015.

              This information statement was first made available to Parent stockholders on or about [ · ], 2015.

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Presentation of Information

              Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about SpinCo assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution. Unless the context otherwise requires, references in this information statement to "SpinCo" refer to Gannett SpinCo, Inc., a Delaware corporation, and its combined subsidiaries. References in this information statement to "Parent" refer to Gannett Co., Inc., a Delaware corporation, and its consolidated subsidiaries (other than, after the distribution, SpinCo and its consolidated subsidiaries), unless the context otherwise requires. References to SpinCo's historical business and operations refer to the business and operations of Parent's publishing business that will be transferred to SpinCo in connection with the separation and distribution. In connection with the distribution, Gannett Co., Inc., as Parent, will be renamed "[ · ]," and Gannett SpinCo, Inc., as SpinCo, will change its name to "Gannett Co., Inc." Throughout this information statement, for purposes of simplicity, Gannett Co., Inc. prior to the distribution and [ · ] following the distribution are referred to as "Parent" and Gannett SpinCo, Inc. prior to the distribution and Gannett Co., Inc. following the distribution are referred to as "SpinCo." References in this information statement to the "separation" refer to the separation of the publishing business from Parent's other businesses and the creation, as a result of the distribution, of an independent, publicly traded company, SpinCo, to hold the assets and liabilities associated with the publishing business after the distribution. References in this information statement to the "distribution" refer to the distribution of 98.5% of SpinCo common stock to Parent's stockholders on a pro rata basis.

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RISK FACTORS

               You should carefully consider the following risks and other information in this information statement in evaluating SpinCo and SpinCo common stock. Any of the following risks could materially and adversely affect SpinCo's business, financial condition or results of operations. The risk factors generally have been separated into three groups: risks related to SpinCo's business, risks related to the separation and risks related to SpinCo common stock.

Risks Related to SpinCo's Business

Changes in economic conditions are expected to continue to affect advertising demand and SpinCo's ability to grow or maintain its advertising revenue.

              SpinCo's operating results depend on the relative strength of the economy in the publishing market as well as the strength or weakness of regional and national economic factors. SpinCo's operating revenues are sensitive to discretionary spending available to advertisers and subscribers in the markets SpinCo serves, as well as advertiser and subscriber perceptions of economic trends and uncertainty. Expenditures by advertisers tend to be cyclical, reflecting overall economic conditions, as well as budgeting and buying patterns. Economic conditions affect the levels of retail, national and classified newspaper advertising revenue. Changes in gross domestic product, consumer spending, auto sales, housing sales, unemployment rates, job creation and circulation levels and rates all impact advertising demand and subscriber sentiment and therefore may impair SpinCo's ability to maintain and grow its circulation and advertising revenue. A decline in the economic prospects of advertisers, subscribers or the economy in general could alter current or prospective advertisers' and subscribers' spending priorities. All of these factors may further materially and adversely impact SpinCo's ability to grow or maintain its operating revenue.

Increasing popularity of digital media and the shift in newspaper readership demographics, consumer habits and advertising expenditures from traditional print to digital media, in addition to generally lower rates for digital advertising, may adversely affect SpinCo's operating revenues and margins, and may require significant capital investments due to changes in technology.

              Technology in the media industry continues to evolve rapidly. Advances in technology have led to an increasing number of methods for delivery of news and other content and have resulted in a wide variety of consumer demands and expectations, which are also rapidly evolving. If SpinCo is unable to exploit new and existing technologies to distinguish its products and services from those of its competitors or adapt to new distribution methods that provide optimal user experiences, SpinCo's business and financial results may be adversely affected.

              The increasing number of digital media options available online, through social networking tools and through mobile and other devices that distribute news and other content, is expanding consumer choice significantly. Faced with a multitude of media choices and a dramatic increase in accessible information, consumers may place greater value on when, where, how and at what price they consume content than they do on the source or reliability of such content. Further, as existing newspaper readers get older, younger generations may not develop similar readership habits. News aggregation websites and customized news feeds (often free to users) may reduce SpinCo's traffic levels by creating a disincentive for the audience to visit its websites or use its digital applications. If traffic levels stagnate or decline, SpinCo may not be able to create sufficient advertiser interest in its digital businesses or to maintain or increase the advertising rates of the inventory on its digital platforms.

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              In addition, the range of advertising choices across digital products and platforms and the large inventory of available digital advertising space have historically resulted in significantly lower rates for digital advertising than for print advertising. Consequently, SpinCo's digital advertising revenue may not be able to replace print advertising revenue lost as a result of the shift to digital consumption. Reduced demand for SpinCo offerings or a surplus of advertising inventory could lead to a reduction in pricing and advertising spending, which could have an adverse effect on SpinCo's businesses and assets. SpinCo's ability to maintain and improve the performance of its customers' advertising on its digital properties may impact rates SpinCo achieves in the marketplace for its advertising inventory.

Stagnation or a decline in website traffic levels due to subscription models or other factors may materially and adversely affect SpinCo's advertiser base and advertising rates and result in a decline in digital revenue.

              Subscription models require users to pay for content after accessing a limited number of pages or news articles for free on SpinCo's websites each month. SpinCo's ability to build a subscriber base on its digital platforms through subscription offers depends on market acceptance, consumer habits, pricing, an adequate online infrastructure, terms of delivery platforms and other factors. If SpinCo's subscribers opt out of the subscription offers in greater numbers than anticipated, SpinCo may not generate expected revenue. In addition, the subscription model may result in fewer page views or unique visitors to SpinCo's websites if digital viewers are unwilling to pay to gain access to SpinCo's content. Stagnation or a decline in website traffic levels may materially and adversely affect SpinCo's advertiser base and advertising rates and result in a decline in digital revenue.

SpinCo's business operates in highly competitive markets with constant technological developments, and its ability to maintain market share and generate operating revenues depends on how effectively SpinCo competes with existing and new competition and on how technological developments affect SpinCo's business.

              SpinCo's business operates in highly competitive markets. SpinCo's brands compete for audiences and advertising revenue with newspapers and other media such as the Internet, magazines, broadcast, cable and satellite television, radio, direct mail, outdoor billboards and yellow pages. Some of SpinCo's current and potential competitors have greater financial and other resources than SpinCo.

              SpinCo's publications generate significant percentages of their advertising revenue from a few categories, including automotive, employment and real estate classified advertising, and retail advertising. Websites dedicated to classified advertising have become significant competitors of SpinCo's print editions and digital platforms. As a result, even in the absence of a recession or economic downturn, technological, industry or other changes specifically affecting these advertising sources could reduce advertising revenues and materially and adversely affect SpinCo's financial condition and results of operations.

              SpinCo's operating revenues primarily consist of advertising and paid circulation. Competition for advertising expenditures and paid circulation comes from local, regional and national newspapers, magazines, broadcast, cable and satellite television, radio, direct mail, yellow pages, the Internet, outdoor billboards and other media. Free circulation of daily newspapers has recently been introduced in several markets, and there can be no assurance that free daily publications, or other publications, will not be introduced in any markets in which SpinCo publishes its newspapers. The National Do Not Call Registry has affected the way newspapers solicit subscriptions. Competition for advertising revenue is based largely upon advertiser results, advertising rates, readership, demographics and circulation levels, while competition for circulation is based largely upon the content of the publication, its price, editorial quality, customer service, and other sources of news and information. SpinCo's local and regional competitors with community publications are typically unique to each market, but SpinCo has

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competitors for advertising revenue that are larger and have greater financial and distribution resources than SpinCo. Circulation revenue and SpinCo's ability to achieve price increases for its print products may be affected by competition from other publications and other forms of media available in SpinCo's various markets, declining consumer spending on discretionary items, decreasing amounts of free time and declining frequency of regular print newspaper buying among certain demographics. SpinCo may incur higher costs competing for advertising dollars and paid circulation. If SpinCo is not able to compete effectively for advertising dollars and paid circulation, SpinCo's operating revenues may decline, and its financial condition and results of operations may be materially and adversely affected.

              Technological developments also pose other challenges that could materially and adversely affect SpinCo's operating revenues and competitive position. New delivery platforms may lead to pricing restrictions, the loss of distribution control and the loss of a direct relationship with consumers. SpinCo's advertising and circulation revenues have declined, reflecting general trends in the newspaper industry, including declining newspaper buying by young people and the migration to other available forms of media for news. SpinCo may also be materially and adversely affected if the use of technology developed to block the display of advertising on websites proliferates. In addition, the expenditures necessary to implement these new technologies could be substantial, and other companies employing such technologies before SpinCo is able to do so could aggressively compete with SpinCo's business.

SpinCo relies on revenue from the printing and distribution of publications for third parties that may be subject to many of the same business and industry risks facing SpinCo.

              SpinCo generates a portion of its revenue from printing and distributing third-party publications, and its relationships with these third parties are generally pursuant to short-term contracts. As a result, if the macroeconomic and industry trends described herein, such as the sensitivity to perceived economic weakness of discretionary spending available to advertisers and subscribers, circulation declines, shifts in consumer habits and the increasing popularity of digital media affect those third parties, SpinCo may lose, in whole or in part, this source of revenue.

Newsprint prices may continue to be volatile.

              Newsprint is one of SpinCo's largest expenses. The price of newsprint has historically been volatile, and the consolidation of North American newsprint mills over the years has reduced the number of suppliers. SpinCo has historically been able to realize favorable newsprint pricing by virtue of its company-wide volume. Failure to maintain SpinCo's current consumption levels, further supplier consolidation or the inability to maintain its existing relationships with its newsprint suppliers may materially and adversely impact newsprint prices in the future.

The value of SpinCo's assets or operations may be diminished if its information technology systems fail to perform adequately or if it is the subject of a data breach or cyber-attack.

              SpinCo's information technology systems are critically important to operating its business efficiently and effectively. SpinCo relies on its information technology systems to manage its business data, communications, news and advertising content, digital products, order entry, fulfillment and other business processes. The failure of SpinCo's information technology systems to perform as anticipated could disrupt SpinCo's business and could result in transaction errors, processing inefficiencies, late or missed publications, and loss of sales and customers, causing SpinCo's business and results of operations to be impacted.

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              Furthermore, attempts to compromise information technology systems occur regularly across many industries and sectors, and SpinCo may be vulnerable to security breaches beyond its control. SpinCo invests in security resources and technology to protect its data and business processes against risk of data security breaches and cyber-attack, but the techniques used to attempt attacks are constantly changing. A breach or successful attack could have a negative impact on SpinCo's operations or business reputation. SpinCo maintains cyber risk insurance, but this insurance may not be sufficient to cover all losses from any future breaches of SpinCo's systems.

SpinCo's possession and use of personal information and the use of payment cards by its customers present risks and expenses that could harm its business. Unauthorized access to or disclosure or manipulation of such data, whether through breach of SpinCo's network security or otherwise, could expose SpinCo to liabilities and costly litigation and damage its reputation.

              Maintaining SpinCo's network security is of critical importance because its online systems store and process confidential subscriber and other sensitive or protected data, such as names, email addresses, addresses and other personal information. SpinCo depends on the security of its networks and, in part, on the security of its third-party service providers. Unauthorized use of or inappropriate access to SpinCo's, or its third-party service providers', networks, computer systems and services could potentially jeopardize the security of confidential information, including banking and payment card (credit or debit) information of its customers. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target, SpinCo or its third-party service providers may be unable to anticipate these techniques or to implement adequate preventative measures. Non-technical means, for example, actions by an employee, can also result in a data breach. There can be no assurance that any security measures SpinCo, or its third-party service providers, take will be effective in preventing these activities. SpinCo may need to expend significant resources to protect against security breaches or to address problems caused by breaches. If an actual or perceived breach of SpinCo's security occurs, the perception of the effectiveness of its security measures could be harmed and SpinCo could lose customers or users. A party that is able to circumvent SpinCo's security measures could misappropriate its proprietary information or the information of its customers or users, cause interruption in its operations, or damage its computers or those of its customers or users. As a result of any such breaches, customers or users may assert claims of liability against SpinCo as a result of any failure by SpinCo to prevent these activities. These activities may subject SpinCo to legal claims, adversely impact its reputation, and interfere with its ability to provide its products and services, all of which may have a material adverse effect on SpinCo's business, financial condition and results of operations.

              A significant number of SpinCo's customers authorize SpinCo to bill their payment accounts directly for all amounts charged by SpinCo. These customers provide payment card information and other personally identifiable information which, depending on the particular payment plan, may be maintained to facilitate future payment card transactions. Under payment card rules and SpinCo's contracts with its card processors, if there is a breach of payment card information that SpinCo stores, SpinCo could be liable to the banks that issue the payment cards for their related expenses and penalties.

              Failure to protect customer data, including personal information as well as usage information, or to provide customers with appropriate notice of SpinCo's privacy practices could also subject SpinCo to liabilities imposed by United States federal and state regulatory agencies or courts. SpinCo could also be subject to evolving state laws and self-regulatory standards that impose data use obligations, data breach notification requirements, specific data security obligations or other consumer privacy-

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related requirements. SpinCo's failure to comply with any of these laws, regulations or standards may have an adverse effect on its business, financial condition and results of operations.

Foreign exchange variability could materially and adversely affect SpinCo's consolidated operating results.

              Weakening of the British pound to U.S. dollar exchange rate could diminish Newsquest's earnings contribution to consolidated results. Newsquest results for 2014 were translated to U.S. dollars at the average rate of 1.65.

Changes in the regulatory environment could encumber or impede SpinCo's efforts to improve operating results or the value of assets.

              SpinCo's publishing operations are subject to government regulation. Changing regulations may result in increased costs, reduced valuations or other impacts, all of which may adversely impact SpinCo's future profitability.

SpinCo's future strategic acquisitions, investments and partnerships could pose various risks, increase SpinCo's leverage and significantly impact SpinCo's ability to expand its overall profitability.

              Acquisitions involve inherent risks, such as potentially increasing leverage and debt service requirements and combining company cultures and facilities, which could have a material adverse effect on SpinCo's results of operations or cash flow and could strain SpinCo's human resources. SpinCo may be unable to successfully implement effective cost controls, achieve expected synergies or increase revenues as a result of any future acquisition. Acquisitions may result in SpinCo's assumption of unexpected liabilities and may result in the diversion of management's attention from the operation of SpinCo's business. Acquisitions may also result in SpinCo having greater exposure to the industry risks of the businesses underlying the acquisition. Strategic investments and partnerships with other companies expose SpinCo to the risk that it may not be able to control the operations of its investee or partnership, which could decrease the amount of benefits SpinCo realizes from a particular relationship. SpinCo is also exposed to the risk that its partners in strategic investments and infrastructure may encounter financial difficulties which could lead to disruption of investee or partnership activities, or impairment of assets acquired, which would adversely affect future reported results of operations and stockholders' equity. In addition, SpinCo may be unable to obtain financing necessary to complete acquisitions on attractive terms or at all. The failure to obtain regulatory approvals may prevent SpinCo from completing or realizing the anticipated benefits of acquisitions. Furthermore, acquisitions may subject SpinCo to new or different regulations which could have an adverse effect on SpinCo's operations.

The value of SpinCo's existing intangible assets may become impaired, depending upon future operating results.

              Goodwill and other intangible assets were approximately $0.6 billion as of December 28, 2014, representing approximately 25% of SpinCo's total assets. SpinCo periodically evaluates its goodwill and other intangible assets to determine whether all or a portion of their carrying values may no longer be recoverable, in which case a charge to earnings may be necessary. Any future evaluations requiring an asset impairment charge for goodwill or other intangible assets would adversely affect future reported results of operations and stockholders' equity, although such charges would not affect SpinCo's cash flow.

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Adverse results from litigation or governmental investigations could impact SpinCo's business practices and operating results.

              From time to time, SpinCo is a party to litigation and regulatory, environmental and other proceedings with governmental authorities and administrative agencies. Adverse outcomes in lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect SpinCo's operating results or financial condition as well as SpinCo's ability to conduct its businesses as they are presently being conducted.

SpinCo may be unable to adequately protect its intellectual property and other proprietary rights that are material to its business, or to defend successfully against intellectual property infringement claims by third parties.

              SpinCo's ability to compete effectively depends in part upon its intellectual property rights, including its trademarks, copyrights and proprietary technology. SpinCo's use of contractual provisions, confidentiality procedures and agreements, and trademark, copyright, patent, unfair competition, trade secret and other laws to protect its intellectual property rights and proprietary technology and the use of the rights and technology of others may not be adequate. Litigation may be necessary to enforce SpinCo's intellectual property rights and to protect its proprietary technology, or to defend against claims by third parties that the conduct of its businesses or its use of intellectual property infringes upon such third party's intellectual property rights, including trademark, copyright and patent infringement. Any intellectual property litigation or claims brought against SpinCo, whether or not meritorious, could result in substantial costs and diversion of its resources, and there can be no assurances that favorable final outcomes will be obtained in all cases. The terms of any settlement or judgment may require SpinCo to pay substantial amounts to the other party or cease exercising its rights in such intellectual property. In addition, SpinCo may have to seek a license to continue practices found to be in violation of a third party's rights, which may not be available on reasonable terms, or at all. SpinCo's business, financial condition or results of operations may be materially and adversely affected as a result.

SpinCo's ability to operate effectively could be impaired if SpinCo fails to attract and retain its senior management team.

              SpinCo's success depends, in part, upon the continuing contributions of its senior management team. The loss of the services of any members of SpinCo's senior management team or the failure to attract qualified persons to its senior management team may have a material adverse effect on its business or its business prospects.

Labor strikes, lockouts and protracted negotiations could lead to business interruptions and increased operating costs.

              As of March 2, 2015, union employees comprised approximately 13% of SpinCo's workforce. SpinCo is required to negotiate collective bargaining agreements across its business units on an ongoing basis. Complications in labor negotiations can lead to work slowdowns or other business interruptions and greater overall employee costs. If SpinCo or its suppliers are unable to renew expiring collective bargaining agreements, it is possible that the affected unions or others could take action in the form of strikes or work stoppages. Such actions, higher costs in connection with these agreements or a significant labor dispute could materially and adversely affect SpinCo's business by disrupting its ability to provide customers with its products or services. Depending on its duration, any lockout, strike or work stoppage may have an adverse effect on its operating revenues, cash flows or operating income, or the timing thereof.

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Volatility in global financial markets directly affects the value of SpinCo's pension plan assets and liabilities.

              SpinCo's two largest retirement plans, which account for more than 96.5% of total pension plan assets, were underfunded as of December 28, 2014 by $645 million on a U.S. GAAP basis. Various factors, including future investment returns, discount rates and potential pension legislative changes, impact the timing and amount of pension contributions SpinCo may be required to make in the future.

Risks Related to the Separation

SpinCo has no history of operating as an independent company, and SpinCo's historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

              The historical information about SpinCo in this information statement refers to SpinCo's business as operated by and integrated with Parent. SpinCo's historical and pro forma financial information included in this information statement is derived from the consolidated financial statements and accounting records of Parent. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that SpinCo would have achieved as a separate, publicly traded company during the periods presented or those that SpinCo will achieve in the future primarily as a result of the factors described below:

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Prior to the separation, SpinCo's business has been operated by Parent as part of its broader corporate organization, rather than as an independent company. Parent or one of its affiliates performed various corporate functions for SpinCo, such as legal, treasury, accounting, tax, auditing, human resources, public affairs and finance. SpinCo's historical and pro forma financial results reflect allocations of corporate expenses from Parent for such functions and are likely to be less than the expenses SpinCo would have incurred had it operated as a separate publicly traded company.



•

Currently, SpinCo's business is integrated with the other businesses of Parent. Historically, SpinCo has shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. Although SpinCo will enter into a transition services agreement with Parent, these arrangements may not retain or fully capture the benefits that SpinCo has enjoyed as a result of being integrated with Parent and may result in SpinCo paying higher charges than in the past for these services. This could have a material adverse effect on SpinCo's results of operations and financial condition following the completion of the separation.



•

Generally, SpinCo's working capital requirements and capital for its general corporate purposes, including acquisitions and capital expenditures, have historically been satisfied as part of the corporate-wide cash management policies of Parent. Following the completion of the separation, SpinCo may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements, which may or may not be available and may be more costly.



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After the completion of the separation, the cost of capital for SpinCo's business may be higher than Parent's cost of capital prior to the separation.

              Other significant changes may occur in SpinCo's cost structure, management, financing and business operations as a result of operating as a company separate from Parent. For additional

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information about the past financial performance of SpinCo's business and the basis of presentation of the historical combined financial statements and the unaudited pro forma combined financial statements of SpinCo's business, see "Unaudited Pro Forma Combined Financial Statements," "Selected Historical Combined Financial Data of SpinCo," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and accompanying notes included elsewhere in this information statement.

There could be significant liability if the distribution is determined to be a taxable transaction.

              It is a condition to the distribution that Parent receives an opinion from outside tax counsel to the effect that the requirements for tax-free treatment under Section 355 of the Code will be satisfied. The opinion relies on certain facts, assumptions, representations and undertakings from Parent and SpinCo regarding the past and future conduct of the companies' respective businesses and other matters. If any of these facts, assumptions, representations or undertakings is incorrect or not satisfied, Parent and its stockholders may not be able to rely on the opinion of tax counsel and could be subject to significant tax liabilities.

              Notwithstanding the opinion of tax counsel, the IRS could determine on audit that the separation is taxable if it determines that any of these facts, assumptions, representations or undertakings are incorrect or have been violated or if it disagrees with the conclusions in the opinion, or for other reasons, including as a result of certain significant changes in the share ownership of Parent or SpinCo after the separation. If the separation is determined to be taxable for U.S. federal income tax purposes, Parent and its stockholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities and SpinCo could incur significant liabilities. For a description of the sharing of such liabilities between Parent and SpinCo, see "Certain Relationships and Related Person Transactions—Tax Matters Agreement."

SpinCo may be unable to engage in certain corporate transactions after the separation because such transactions could jeopardize the intended tax-free status of the distribution.

              To preserve the tax-free treatment to Parent of the separation and the distribution, under the tax matters agreement that SpinCo will enter into with Parent, SpinCo will be restricted from taking any action that prevents the distribution and related transactions from being tax-free for U.S. federal income tax purposes. Under the tax matters agreement, for the two-year period following the distribution, SpinCo will be prohibited, except in certain circumstances, from:

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entering into any transaction resulting in the acquisition of 40% or more of its stock or substantially all of its assets, whether by merger or otherwise;



•

merging, consolidating or liquidating;



•

issuing equity securities beyond certain thresholds;



•

repurchasing its capital stock beyond certain thresholds; and



•

ceasing to actively conduct its business.

              These restrictions may limit SpinCo's ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its stockholders or that might increase the value of its business. In addition, under the tax matters agreement, SpinCo is required to indemnify

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Parent against any such tax liabilities as a result of the acquisition of SpinCo's stock or assets, even if it did not participate in or otherwise facilitate the acquisition.

Until the separation and distribution occur, Parent has sole discretion to change the terms of the separation and distribution in ways that may be unfavorable to SpinCo.

              Until the separation and distribution occur, SpinCo will be a wholly owned subsidiary of Parent. Accordingly, Parent will effectively have the sole and absolute discretion to determine and change the terms of the separation and distribution, including the establishment of the record date for the distribution and the distribution date. These changes could be unfavorable to SpinCo. In addition, Parent may decide at any time not to proceed with the separation and distribution.

SpinCo may not achieve some or all of the expected benefits of the separation, and the separation may materially and adversely affect SpinCo's business.

              SpinCo may be unable to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed or not occur at all. The separation and distribution is expected to provide the following benefits, among others:

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a distinct investment identity allowing investors to evaluate the merits, strategy, performance and future prospects of SpinCo separately from Parent;



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more efficient allocation of capital for both Parent and SpinCo;



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direct access by SpinCo to the capital markets;



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ability to pursue value-enhancing acquisitions with fewer regulatory obstacles in two consolidating industries; and



•

facilitating incentive compensation arrangements for employees that are more directly tied to the performance of the relevant company's business, and enhancing employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives, while at the same time creating an independent equity structure that will facilitate SpinCo's ability to effect future acquisitions utilizing SpinCo common stock.

              SpinCo may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (a) the separation will require significant amounts of management's time and effort, which may divert management's attention from operating and growing SpinCo's business; (b) following the separation, SpinCo may be more susceptible to market fluctuations and other adverse events than if it were still a part of Parent; (c) following the separation, SpinCo's business will be less diversified than Parent's business prior to the separation; and (d) the other actions required to separate Parent's and SpinCo's respective businesses could disrupt SpinCo's operations. If SpinCo fails to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, the business, financial conditions and results of operations of SpinCo could be materially and adversely affected.

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Parent or SpinCo may fail to perform under various transaction agreements that will be executed as part of the separation or SpinCo may fail to have necessary systems and services in place when certain of the transaction agreements expire.

              In connection with the separation, SpinCo and Parent will enter into a separation agreement and will also enter into various other agreements, including a transition services agreement, a tax matters agreement and an employee matters agreement. The separation agreement, the tax matters agreement and the employee matters agreement will determine the allocation of assets and liabilities between the companies following the separation for those respective areas and will include any necessary indemnifications related to liabilities and obligations. The transition services agreement will provide for the performance of certain services by each company for the benefit of the other for a limited period of time after the separation. SpinCo will rely on Parent to satisfy its performance and payment obligations under these agreements. If Parent is unable to satisfy its obligations under these agreements, including its indemnification obligations, SpinCo could incur operational difficulties or losses. If Parent does not have in place its own systems and services, or if SpinCo does not have agreements with other providers of these services once certain transaction agreements expire or terminate, SpinCo may not be able to operate its business effectively and its profitability may decline.

Changes in the commercial and credit environments may materially affect SpinCo's future access to capital.

              SpinCo's ability to issue debt or enter into other financing arrangements on acceptable terms could be materially and adversely affected if there is a material decline in SpinCo's business or if other significantly unfavorable changes in economic conditions occur. Volatility in the world financial markets could increase borrowing costs or affect SpinCo's ability to gain access to the capital markets, which could have a material adverse effect on SpinCo's competitive position, business, financial condition, results of operations and cash flows.

Many contracts, which will need to be assigned from Parent or its affiliates to SpinCo in connection with the separation, require the consent of the counterparty to such an assignment, and failure to obtain these consents could increase SpinCo's expenses or otherwise reduce SpinCo's profitability.

              The separation agreement will provide that, in connection with SpinCo's separation, a number of contracts are to be assigned from Parent or its affiliates to SpinCo or SpinCo's affiliates. SpinCo currently anticipates that such contracts would be assigned prior to the completion of the distribution. However, some of these contracts may require the contractual counterparty's consent to such an assignment. It is possible that some parties may use the consent requirement to seek more favorable contractual terms from SpinCo. If SpinCo is unable to obtain these consents, SpinCo may be unable to obtain some of the benefits, assets and contractual commitments that are intended to be allocated to SpinCo as part of SpinCo's separation. If SpinCo is unable to obtain consents with respect to any of the contracts, the loss of the contracts could increase SpinCo expenses or otherwise reduce SpinCo's profitability.

A portion of SpinCo's advertising revenues is earned under affiliation agreements which may be terminated or amended to provide for less favorable terms following the separation.

              Parent is currently party to an affiliation agreement with CareerBuilder pursuant to which SpinCo's newspapers earn advertising revenues and pay affiliate fees. Pursuant to the terms of the CareerBuilder limited liability company agreement, if Parent (together with its affiliates) directly or indirectly retains at least a 1% voting and economic interest in SpinCo's newspapers, which it intends to do, Parent has the right to enter into a modified affiliation agreement that would apply to SpinCo's newspapers for up to five years. SpinCo expects to enter into a modified affiliation agreement at the

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time of the separation that would apply to its newspapers for up to five years. Circumstances could occur, including Parent ceasing to hold at least a 1% voting and economic interest in Spinco prior to the end of the five-year period, which could cause SpinCo's newspapers to cease to earn advertising revenues under an affiliation agreement with CareerBuilder. SpinCo expects that the terms of the modified affiliate agreement will result in lower advertising revenue for SpinCo than was the case prior to the distribution.

              On October 1, 2014, Parent acquired the remaining 73% interest that it did not own in Classified Ventures, which was subsequently renamed Cars.com. Following that acquisition, each of SpinCo's newspapers is currently operating under new terms with Cars.com that are similar to the terms included in the new affiliate agreements Cars.com entered into with its former owners upon the closing of the acquisition. At the time of the separation, SpinCo and SpinCo's newspapers will enter into a new affiliation agreement with Cars.com continuing the terms now in place, pursuant to which SpinCo's newspapers will be able to earn advertising revenues and pay affiliate fees to Cars.com. The new affiliation agreement will have a five-year term. However, continuation of the affiliations of SpinCo's newspapers is contingent upon SpinCo's newspapers fulfilling their obligations under the new affiliation agreement, including meeting certain performance standards. If, prior to the end of the five-year term, SpinCo's newspapers fail to meet such performance standards or otherwise fail to fulfill their obligations under the new affiliation agreement, SpinCo's newspapers could cease to earn advertising revenues under their new affiliation agreement with Cars.com. There can also be no assurance that SpinCo's newspapers will be able to renew this new affiliation agreement at the end of the five-year term on similar terms, or at all, and continue to earn the same level of advertising revenues under such affiliation agreement. The terms of the new affiliate agreement will result in lower operating income for SpinCo than was the case prior to Parent's acquisition of the remaining interest in Cars.com. SpinCo's fourth quarter 2014 financial results reflect the economics of the new affiliate agreement with Classified Ventures.

              If SpinCo ceases to earn advertising revenues under the affiliation agreements with CareerBuilder and Cars.com or the amount of such revenues is materially reduced, SpinCo's operating revenues, financial condition and results of operations could be materially and adversely affected.

After the distribution, certain members of management, directors and stockholders will hold stock in both Parent and SpinCo, and as a result may face actual or potential conflicts of interest.

              After the distribution, the management and directors of each of Parent and SpinCo may own both Parent common stock and SpinCo common stock. This ownership overlap could create, or appear to create, potential conflicts of interest when SpinCo management and directors and Parent's management and directors face decisions that could have different implications for SpinCo and Parent. For example, potential conflicts of interest could arise in connection with the resolution of any dispute between SpinCo and Parent regarding the terms of the agreements governing the distribution and SpinCo's relationship with Parent thereafter. These agreements include the separation and distribution agreement, the tax matters agreement, the employee matters agreement, the transition services agreement and any commercial agreements between the parties or their affiliates. Potential conflicts of interest may also arise out of any commercial arrangements that SpinCo or Parent may enter into in the future.

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Fulfilling SpinCo's obligations incidental to being a public company, including with respect to the requirements of and related rules under the Sarbanes-Oxley Act of 2002, will place significant demands on SpinCo's management, administrative and operational resources, including accounting and information technology resources.

              SpinCo's financial results previously were included in the consolidated results of Parent, and its reporting and control systems were appropriate for those of subsidiaries of a public company. Prior to the distribution, SpinCo was not directly subject to reporting and other requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 404 of the Sarbanes-Oxley Act of 2002. After the distribution, SpinCo will be subject to such reporting and other requirements, which will require, among other things, annual management assessments of the effectiveness of its internal controls over financial reporting and a report by its independent registered public accounting firm addressing these assessments. These and other obligations will place significant demands on SpinCo's management, administrative and operational resources, including accounting and information technology resources.

Risks Related to SpinCo Common Stock

SpinCo cannot be certain that an active trading market for its common stock will develop or be sustained after the distribution, and following the distribution, SpinCo's stock price may fluctuate significantly.

              A public market for SpinCo common stock does not currently exist. SpinCo anticipates that on or prior to the record date for the distribution, trading of shares of its common stock will begin on a "when-issued" basis which will continue through the distribution date. However, SpinCo cannot guarantee that an active trading market will develop or be sustained for its common stock after the distribution. Nor can SpinCo predict the prices at which shares of its common stock may trade after the distribution. Similarly, SpinCo cannot predict the effect of the distribution on the trading prices of its common stock or whether the combined market value of the shares of SpinCo common stock and Parent common stock will be less than, equal to or greater than the market value of Parent common stock prior to the distribution.

              The market price of SpinCo common stock may decline or fluctuate significantly due to a number of factors, some of which may be beyond SpinCo's control, including:

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actual or anticipated fluctuations in SpinCo's operating results;



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declining newspaper print circulation;



•

declining operating revenues derived from SpinCo's core business;



•

the gain or loss of significant advertisers or other customers;



•

the operating and stock price performance of comparable companies;



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changes in SpinCo's stockholder base due to the separation;



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changes in the regulatory and legal environment under which SpinCo operates; and



•

market conditions in the newspaper industry, the media industry, the industries of customers and the domestic and worldwide economy as a whole.

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There may be substantial changes in SpinCo's stockholder base.

              Many investors holding Parent common stock may hold that stock because of a decision to invest in a company with Parent's profile. Following the distribution, the shares of SpinCo common stock held by those investors will represent an investment in a publishing company with a different profile. This may not be aligned with a holder's investment strategy and may cause the holder to sell the shares. As a result, SpinCo's stock price may decline or experience volatility as SpinCo's stockholder base changes.

SpinCo cannot guarantee the timing, amount or payment of dividends on its common stock.

              SpinCo plans to initially pay regular cash dividends following the distribution. However, the timing, declaration, amount and payment of future dividends to stockholders will fall within the discretion of SpinCo's board of directors. The board's decisions regarding the payment of dividends will depend on many factors, such as SpinCo's financial condition, earnings, capital requirements, any future debt service obligations, covenants associated with any of SpinCo's future debt service obligations, industry practice, legal requirements, regulatory constraints and other factors that the board deems relevant. For more information, see "Dividend Policy." SpinCo's ability to pay dividends will depend on its ongoing ability to generate cash from operations and on its access to the capital markets.

Your percentage of ownership in SpinCo may be diluted in the future.

              In the future, your percentage ownership in SpinCo may be diluted because of equity awards that SpinCo will be granting to SpinCo's directors, officers and employees or otherwise as a result of equity issuances for acquisitions or capital market transactions. SpinCo's employees will have options to purchase shares of its common stock after the distribution as a result of conversion of their Parent stock options (in whole or in part) to SpinCo stock options. SpinCo anticipates its executive compensation committee will grant additional stock-based awards to its employees after the distribution. Such awards will have a dilutive effect on SpinCo's earnings per share, which could adversely affect the market price of SpinCo common stock. From time to time, SpinCo will issue additional stock-based awards to its employees under SpinCo's employee benefits plans.

              In addition, SpinCo's amended and restated certificate of incorporation will authorize SpinCo to issue, without the approval of SpinCo's stockholders, one or more classes or series of preferred stock that have such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over SpinCo common stock respecting dividends and distributions, as SpinCo's board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of SpinCo common stock. Similarly, the repurchase or redemption rights or liquidation preferences SpinCo could assign to holders of preferred stock could affect the residual value of the common stock. See "Description of SpinCo's Capital Stock."

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

              This information statement and other materials Parent and SpinCo have filed or will file with the SEC contain, or will contain, certain forward-looking statements regarding business strategies, market potential, future financial performance and other matters. The words "believe," "expect," "estimate," "could," "should," "intend," "may," "plan," "seek," "anticipate," "project" and similar expressions, among others, generally identify "forward-looking statements," which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. In particular, information included under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," "The Separation and Distribution" and other sections of this information statement contain forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of SpinCo management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Whether or not any such forward-looking statements are in fact achieved will depend on future events, some of which are beyond SpinCo's control. Except as may be required by law, SpinCo undertakes no obligation to modify or revise any forward-looking statements to reflect new information, events or circumstances occurring after the date of this information statement. Factors, risks, trends and uncertainties that could cause actual results or events to differ materially from those anticipated include the matters described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in addition to the following other factors, risks, trends and uncertainties:

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competitive pressures in the markets in which SpinCo operates;



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increased consolidation among major retailers or other events which may adversely affect business operations of major customers and depress the level of local and national advertising;



•

macroeconomic trends and conditions;



•

economic downturns leading to a continuing or accelerated decrease in circulation or local, national or classified advertising;



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potential disruption or interruption of SpinCo's operations due to accidents, extraordinary weather events, civil unrest, political events, terrorism or cyber security attacks;



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an accelerated decline in general print readership and/or advertiser patterns as a result of competitive alternative media or other factors;



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an inability to adapt to technological changes or grow SpinCo's online business;



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an increase in newsprint costs over the levels anticipated;



•

labor relations, including, but not limited to, labor disputes which may cause revenue declines or increased labor costs;



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an inability to realize benefits or synergies from acquisitions of new businesses or dispositions of existing businesses or to operate businesses effectively following acquisitions or divestitures;

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SpinCo's ability to attract and retain employees;



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rapid technological changes and frequent new product introductions prevalent in electronic publishing;



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a weakening in the British pound to U.S. dollar exchange rate;



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volatility in financial and credit markets which could affect SpinCo's ability to raise funds through debt or equity issuances and otherwise affect SpinCo's ability to access the credit and capital markets at the times and in the amounts needed and on acceptable terms;



•

changes in the regulatory environment which could encumber or impede SpinCo's efforts to improve operating results or the value of assets;



•

adverse outcomes in proceedings with governmental authorities or administrative agencies;



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an other than temporary decline in operating results and enterprise value that could lead to non-cash goodwill, other intangible asset, investment or property, plant and equipment impairment charges;



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SpinCo's inability to engage in certain corporate transactions following the separation;



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any failure to realize expected benefits from the separation; and



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other uncertainties relating to general economic, political, business, industry, regulatory and market conditions.

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THE SEPARATION AND DISTRIBUTION

Overview

              On August 5, 2014, Parent announced that it intends to separate its publishing business from its broadcasting and digital businesses. Parent intends to effect the separation through a pro rata distribution of 98.5% of the common stock of a new entity, SpinCo. SpinCo was formed to hold the assets and liabilities associated with the publishing business.

              On [ · ], 2015, the Parent board of directors approved the distribution of 98.5% of the issued and outstanding shares of SpinCo common stock on the basis of one share of SpinCo common stock for every [ · ] shares of Parent common stock held as of the close of business on the record date of [ · ], 2015.

              At 11:59 p.m., Eastern Time, on [ · ], 2015, the distribution date, each Parent stockholder will receive one share of SpinCo common stock for every [ · ] shares of Parent common stock held at the close of business on the record date for the distribution, as described below. Parent stockholders will receive cash in lieu of any fractional shares of SpinCo common stock that they would have received after application of this ratio. Parent's stockholders will not be required to make any payment, surrender or exchange their shares of Parent common stock or take any other action to receive their shares of SpinCo common stock in the distribution. The distribution of SpinCo common stock as described in this information statement is subject to the satisfaction or waiver of certain conditions. For a more detailed description of these conditions, see "Conditions to the Distribution."

Reasons for the Separation

              The Parent board of directors determined that the separation of Parent's publishing business from its broadcasting and digital businesses would be in the best interests of Parent and its stockholders and approved the separation. A wide variety of factors were considered by the Parent board of directors in evaluating the separation. Among other things, the Parent board of directors considered the following potential benefits of the separation:

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Distinct investment identity.   The separation will allow investors to separately value Parent and SpinCo based on their distinct investment identities. SpinCo's publishing business differs from Parent's businesses in several respects, such as the creation and procurement of content, sources of advertising, subscription and other revenue, and channels of distribution to consumers. The separation will enable investors to evaluate the merits, strategy, performance, and future prospects of each company's respective business and to invest in each company separately based on these distinct characteristics. The separation may attract new investors, who may not have properly assessed the value of the publishing business relative to the value it is currently accorded as part of Parent.



•

Enhanced strategic and management focus.   The separation will allow SpinCo and Parent to more effectively pursue their distinct operating priorities and strategies and enable management of both companies to focus on their respective unique opportunities for long-term growth and profitability. SpinCo's management will be able to focus exclusively on its publishing business, while the management of Parent will be dedicated to growing its broadcasting and digital businesses.



•

More efficient allocation of capital.   The separation will permit each company to concentrate its financial resources solely on its own operations without having to compete with each other for

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investment capital. This will provide each company with greater flexibility to invest capital in its businesses at a time and in a manner appropriate for its distinct strategy and business needs and facilitate a more efficient allocation of capital and an appropriate mix of return of capital to stockholders, reinvestment in leading-edge digital products, and value-enhancing M&A opportunities.

•

Direct access to capital markets.   The separation will create an independent equity structure that will afford SpinCo direct access to the capital markets and will facilitate SpinCo's ability to effect future acquisitions utilizing SpinCo common stock. As a result, each company will have more flexibility to capitalize on its unique growth opportunities.



•

Flexibility to pursue value-enhancing acquisitions.   The separation will provide greater opportunity to grow organically and pursue value-enhancing acquisitions with fewer regulatory obstacles in two consolidating industries.



•

Relief from FCC cross-ownership restrictions.   The separation will provide relief from FCC cross-ownership restrictions that currently prevent either Parent's publishing business or broadcasting business from entering certain markets.



•

Alignment of incentives with performance objectives.   The separation will facilitate incentive compensation arrangements for employees more directly tied to the performance of the relevant company's business, and enhance employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives.

              Neither SpinCo nor Parent can assure you that, following the separation, any of the benefits described above or otherwise will be realized to the extent anticipated or at all.

              The Parent board of directors also considered a number of potentially unfavorable factors in evaluating the separation, including the potential loss of synergies, dedication of resources to replicate certain technology applications and infrastructure, time and effort required to be dedicated to this transaction by Parent's and SpinCo's management and the potential diversion of their attention away from their respective businesses, increased costs resulting from operating as a separate public entity, one-time costs of the separation, the risk of not realizing the anticipated benefits of the separation and limitations placed upon SpinCo as a result of the tax matters agreement. The Parent board of directors concluded that the potential benefits of the separation significantly outweighed these negative factors.

Formation of Gannett SpinCo, Inc. and Internal Reorganization

              SpinCo was formed as a Delaware corporation on November 21, 2014 for the purpose of holding Parent's publishing business. As part of the plan to separate the publishing business from the remainder of its businesses, pursuant to the separation and distribution agreement, Parent plans to transfer the equity interests of certain entities that operate the publishing business and the assets and liabilities of the publishing business to SpinCo prior to the distribution. Following the distribution, Parent will continue to own Parent's broadcasting and other businesses, including Cars.com and its equity interest in CareerBuilder.

When and How You Will Receive the Distribution

              With the assistance of Wells Fargo Shareowner Services, Parent expects to distribute 98.5% of SpinCo common stock at 11:59 p.m., Eastern Time, on [ · ], 2015, the distribution date, to all holders of

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outstanding shares of Parent common stock as of the close of business on [ · ], 2015, the record date for the distribution. Wells Fargo Shareowner Services, which currently serves as the transfer agent and registrar for Parent's common stock, will serve as the settlement and distribution agent in connection with the distribution and the transfer agent and registrar for SpinCo common stock.

              If you own Parent common stock as of the close of business on the record date for the distribution, SpinCo common stock that you are entitled to receive in the distribution will be issued electronically, as of the distribution date, to you in direct registration form or to your bank or brokerage firm on your behalf. If you are a registered holder, Wells Fargo Shareowner Services will then mail you a direct registration account statement that reflects your shares of SpinCo common stock. If you hold your shares through a bank or brokerage firm, your bank or brokerage firm will credit your account for the shares. Direct registration form refers to a method of recording share ownership when no physical share certificates are issued to stockholders, as is the case in this distribution. If you own Parent common stock through the Parent dividend reinvestment plan, SpinCo shares you receive will be distributed to a new SpinCo dividend reinvestment plan account that will be created for you. If you sell Parent common stock in the "regular-way" market up to and including the distribution date, you will be selling your right to receive shares of SpinCo common stock in the distribution.

              Commencing on or shortly after the distribution date, if you hold physical share certificates that represent your shares of Parent common stock and you are the registered holder of the shares represented by those certificates, the distribution agent will mail to you an account statement that indicates the number of shares of SpinCo common stock that have been registered in book-entry form in your name.

              Most Parent stockholders hold their common stock through a bank or brokerage firm. In such cases, the bank or brokerage firm would be said to hold the shares in "street name" and ownership would be recorded on the bank or brokerage firm's books. If you hold your Parent common stock through a bank or brokerage firm, your bank or brokerage firm will credit your account for SpinCo common stock that you are entitled to receive in the distribution. If you have any questions concerning the mechanics of having shares held in "street name," please contact your bank or brokerage firm.

Transferability of Shares You Receive

              Shares of SpinCo common stock distributed to holders in connection with the distribution will be transferable without registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), except for shares received by persons who may be deemed to be SpinCo affiliates. Persons who may be deemed to be SpinCo affiliates after the distribution generally include individuals or entities that control, are controlled by or are under common control with SpinCo, which may include certain SpinCo executive officers, directors or principal stockholders. Securities held by SpinCo affiliates will be subject to resale restrictions under the Securities Act. SpinCo affiliates will be permitted to sell shares of SpinCo common stock only pursuant to an effective registration statement or an exemption from the registration requirements of the Securities Act, such as the exemption afforded by Rule 144 under the Securities Act.

Number of Shares of SpinCo Common Stock You Will Receive

              For every [ · ] shares of Parent common stock that you own at the close of business on [ · ], 2015, the record date for the distribution, you will receive one share of SpinCo common stock on the distribution date. Parent will not distribute any fractional shares of SpinCo common stock to its stockholders. Instead, if you are a registered holder, Wells Fargo Shareowner Services (which is

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sometimes referred to herein as the distribution agent) will aggregate fractional shares into whole shares, sell the whole shares in the open market at prevailing market prices and distribute the aggregate cash proceeds (net of discounts and commissions) of the sales pro rata (based on the fractional share such holder would otherwise be entitled to receive) to each holder who otherwise would have been entitled to receive a fractional share in the distribution. The distribution agent, in its sole discretion, without any influence by Parent or SpinCo, will determine when, how, and through which broker-dealer and at what price to sell the whole shares. Any broker-dealer used by the distribution agent will not be an affiliate of either Parent or SpinCo. Wells Fargo Shareowner Services is not an affiliate of either Parent or SpinCo. Neither SpinCo nor Parent will be able to guarantee any minimum sale price in connection with the sale of these shares. Recipients of cash in lieu of fractional shares will not be entitled to any interest on the amounts of payment made in lieu of fractional shares.

              The aggregate net cash proceeds of these sales of fractional shares will be taxable for U.S. federal income tax purposes. See "Material U.S. Federal Income Tax Consequences" for an explanation of the material U.S. federal income tax consequences of the distribution. If you hold physical certificates for Parent common stock and are the registered holder, you will receive a check from the distribution agent in an amount equal to your pro rata share of the aggregate net cash proceeds of the sales. SpinCo estimates that it will take approximately two weeks from the distribution date for the distribution agent to complete the distributions of the aggregate net cash proceeds. If you hold your Parent common stock through a bank or brokerage firm, your bank or brokerage firm will receive, on your behalf, your pro rata share of the aggregate net cash proceeds of the sales and will electronically credit your account for your share of such proceeds.

Treatment of Equity Based Compensation

Awards Granted Prior to 2015

              Restricted Stock and Restricted Stock Unit Awards.     As of the distribution date, each outstanding time-vesting Parent restricted stock or restricted stock unit award granted prior to 2015 will be converted into an award in respect of both shares of Parent common stock and shares of SpinCo common stock. The number of shares of Parent common stock subject to each award will be the same as the number subject to the award prior to the separation, while the number of shares of SpinCo common stock subject to the award will be determined based on the number of SpinCo shares distributed per Parent share in the separation. The adjusted restricted stock and restricted stock unit awards will be subject to substantially the same terms, vesting conditions and other restrictions that applied to the original Parent restricted stock or restricted stock unit award immediately before the separation.

              Performance Share Awards.     As of the distribution date, each outstanding Parent performance share award granted prior to 2015 will be converted in the same manner as outstanding Parent restricted stock or restricted stock unit award granted prior to 2015, provided that performance goals will be measured following the separation by aggregating both Parent performance and SpinCo performance. The adjusted performance share awards otherwise will be subject to substantially the same terms, vesting conditions and other restrictions that applied to the original Parent restricted stock or restricted stock unit award immediately before the separation.

              Stock Option Awards.     As of the distribution date, each outstanding Parent stock option award will be converted into an award of options to purchase both shares of Parent common stock and shares of SpinCo common stock. The number of shares and exercise prices of each option award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Parent stock option as measured immediately before and immediately after the separation, subject to rounding. The adjusted stock option awards will be subject to substantially the same terms, vesting conditions,

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post-termination exercise rules, and other restrictions that applied to the original Parent stock option immediately before the separation.

Awards Granted in 2015

              Restricted Stock Unit Awards Held by Parent Employees and Directors.     As of the distribution date, each outstanding and unvested time-vesting Parent restricted stock unit award granted in 2015 and held by an employee or director who will remain employed by, or a director of, Parent following the separation will remain denominated in shares of Parent common stock, provided that the number of shares subject to the award will be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Parent restricted stock unit award as measured immediately before and immediately after the separation, subject to rounding. The adjusted restricted stock unit awards will be subject to substantially the same terms, vesting conditions and other restrictions that applied to the original Parent restricted stock unit award immediately before the separation. A portion of the time-vesting Parent restricted stock unit awards granted in 2015 to directors may be vested but not yet settled as of the distribution date. Any such restricted stock units will be treated in the same manner as restricted stock units granted prior to 2015.

              Restricted Stock Unit Awards Held by SpinCo Employees and Directors.     As of the distribution date, each outstanding and unvested time-vesting Parent restricted stock unit award granted in 2015 and held by an employee or director who will be employed by, or a director of, SpinCo following the separation will be converted into an award denominated in shares of SpinCo common stock, with the number of shares subject to the award to be adjusted in a manner intended to preserve the aggregate intrinsic value of the original Parent restricted stock unit award as measured immediately before and immediately after the separation, subject to rounding. The adjusted restricted stock unit awards will be subject to substantially the same terms, vesting conditions and other restrictions that applied to the original Parent restricted stock unit award immediately before the separation. A portion of the time-vesting Parent restricted stock unit awards granted in 2015 to directors may be vested but not yet settled as of the distribution date. Any such restricted stock units will be treated in the same manner as restricted stock units granted prior to 2015.

              Performance Share Awards Held by Parent Employees.     As of the distribution date, each outstanding Parent performance share award granted in 2015 and held by an employee who will remain employed by Parent following the separation will be converted in the same manner as outstanding Parent restricted stock unit awards granted in 2015 and held by an employee who will remain employed by Parent following the separation. Performance goals applicable to such awards will be adjusted to reflect the separation, with performance prior to the separation based on the performance of Parent prior to the separation and performance following the separation based on the performance of Parent following the separation, and with relative performance for the full period compared to a comparator group tailored to the business of Parent following the separation. The adjusted performance share awards otherwise will be subject to substantially the same terms, vesting conditions and other restrictions that applied to the original Parent performance share award immediately before the separation.

              Performance Share Awards Held by SpinCo Employees.     As of the distribution date, each outstanding Parent performance share award granted in 2015 and held by an employee who will be employed by SpinCo following the separation will be converted in the same manner as outstanding Parent restricted stock unit awards granted in 2015 and held by an employee who will be employed by SpinCo following the separation. Performance goals applicable to such awards will be adjusted to reflect the separation, with performance prior to the separation based on the performance of Parent prior to the separation and performance following the separation based on the performance of SpinCo following the separation, and with relative performance for the full period compared to a comparator

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group tailored to the business of SpinCo following the separation. The adjusted performance share awards otherwise will be subject to substantially the same terms, vesting conditions and other restrictions that applied to the original Parent performance share award immediately before the separation.

Treatment of 401(k) Shares

              Parent common stock held in Parent's 401(k) plans will be treated in the same manner in the distribution as outstanding Parent common stock.

Results of the Distribution

              After the distribution, SpinCo will be an independent, publicly traded company. The actual number of shares to be distributed will be determined at the close of business on [ · ], 2015, the record date for the distribution, and will reflect any exercise of Parent options between the date the Parent board of directors declares the distribution and the record date for the distribution. The distribution will not affect the number of outstanding Parent common stock or any rights of Parent stockholders. Parent will not distribute any fractional shares of SpinCo common stock.

              SpinCo will enter into a separation agreement and other related agreements with Parent before the distribution to effect the separation and provide a framework for SpinCo's relationship with Parent after the separation. These agreements will provide for the allocation between Parent and SpinCo of Parent's assets, liabilities and obligations (including its investments, property, employee benefits and tax-related assets and liabilities) attributable to periods prior to SpinCo's separation from Parent and will govern the relationship between Parent and SpinCo after the separation. For a more detailed description of these agreements, see "Certain Relationships and Related Person Transactions."

Market for SpinCo Common Stock

              There is currently no public trading market for SpinCo common stock. SpinCo expects to have its common stock approved to be listed on the New York Stock Exchange under Parent's current symbol "GCI." SpinCo has not and will not set the initial price of its common stock. The initial price will be established by the public markets.

              SpinCo cannot predict the price at which its common stock will trade after the distribution. In fact, the combined trading prices, after the distribution, of the shares of SpinCo common stock that each Parent stockholder will receive in the distribution and Parent common stock held at the record date for the distribution may not equal the "regular-way" trading price of Parent common stock immediately prior to the distribution. The price at which SpinCo common stock trades may fluctuate significantly, particularly until an orderly public market develops. Trading prices for SpinCo common stock will be determined in the public markets and may be influenced by many factors. See "Risk Factors—Risks Related to SpinCo Common Stock."

Trading Between the Record Date and Distribution Date

              Beginning on or shortly before the record date for the distribution and continuing up to and including the distribution date, Parent expects that there will be two markets in Parent common stock: a "regular-way" market and an "ex-distribution" market. Parent common stock that trades on the "regular-way" market will trade with an entitlement to SpinCo common stock distributed pursuant to the separation. Parent common stock that trades on the "ex-distribution" market will trade without an entitlement to SpinCo common stock distributed pursuant to the distribution. Therefore, if you sell

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Parent common stock in the "regular-way" market up to and including the distribution date, you will be selling your right to receive SpinCo common stock in the distribution. If you own Parent common stock at the close of business on the record date and sell that stock on the "ex-distribution" market up to and including the distribution date, you will receive the shares of SpinCo common stock that you are entitled to receive pursuant to your ownership as of the record date of Parent common stock.

              Furthermore, beginning on or shortly before the record date for the distribution and continuing up to and including the distribution date, SpinCo expects that there will be a "when-issued" market in its common stock. "When-issued" trading refers to a sale or purchase made conditionally because the security has been authorized but not yet issued. The "when-issued" trading market will be a market for SpinCo common stock that will be distributed to holders of Parent common stock on the distribution date. If you owned Parent common stock at the close of business on the record date for the distribution, you would be entitled to SpinCo common stock distributed pursuant to the distribution. You may trade this entitlement to shares of SpinCo common stock, without Parent common stock you own, on the "when-issued" market, but your transaction will not settle until after the distribution date. On the first trading day following the distribution date, "when-issued" trading with respect to SpinCo common stock will end, and "regular-way" trading will begin.

Conditions to the Distribution

              SpinCo has announced that the distribution will be effective at 11:59 p.m., Eastern time, on [ · ], 2015, which is the distribution date, provided that the following conditions shall have been satisfied (or waived by Parent in its sole discretion):

•

the transfer of assets and liabilities from Parent to SpinCo shall have been completed in accordance with the separation agreement;



•

Parent shall have received a private letter ruling from the IRS with respect to one or more specific requirements for qualification for tax-free treatment under Section 355 of the Code;



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Parent shall have received an opinion from Parent's outside tax counsel to the effect that the requirements for tax-free treatment under Section 355 of the Code will be satisfied;



•

an independent appraisal firm acceptable to Parent shall have delivered one or more opinions to the board of directors of Parent confirming the solvency and financial viability of Parent before the consummation of the distribution and each of Parent and SpinCo after consummation of the distribution, and such opinions shall be acceptable to Parent in form and substance in Parent's sole discretion and such opinions shall not have been withdrawn or rescinded;



•

the SEC shall have declared effective SpinCo's registration statement on Form 10, of which this information statement forms a part, and this information statement shall have been made available to Parent stockholders;



•

all actions and filings necessary or appropriate under applicable U.S. federal, U.S. state or other securities laws shall have been taken and, where applicable, have become effective or been accepted by the applicable governmental authority;



•

the transaction agreements relating to the separation shall have been duly executed and delivered by the parties;

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•

no order, injunction, or decree issued by any court of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the separation, distribution or any of the related transactions shall be in effect;



•

the shares of SpinCo common stock to be distributed shall have been approved for listing on the NYSE, subject to official notice of distribution; and



•

no event or development shall have occurred or exist that, in the judgment of Parent's board of directors, in its sole and absolute discretion, makes it inadvisable to effect the separation, the distribution and other related transactions.

              Parent cannot assure you that any or all of these conditions will be met and will have sole discretion to waive any of the conditions to the distribution. In addition, Parent will have the sole and absolute discretion to determine (and change) the terms of, and whether to proceed with, the distribution and, to the extent it determines to so proceed, to determine the record date for the distribution and the distribution date and the distribution ratio. Parent does not intend to notify its stockholders of any modifications to the terms of the separation and distribution that, in the judgment of its board of directors, are not material. For example, the Parent board of directors might consider material such matters as significant changes to the distribution ratio, the assets to be contributed or the liabilities to be assumed in the separation. To the extent that the Parent board of directors determines that any modifications by Parent materially change the material terms of the separation and distribution, Parent will notify Parent stockholders in a manner reasonably calculated to inform them about the modification as may be required by law, by, for example, publishing a press release, filing a current report on Form 8-K, or circulating a supplement to this information statement.

Regulatory Approval

              Apart from the registration under United States federal securities laws of SpinCo common stock to be distributed in the distribution and related stock exchange listing requirements, SpinCo does not believe that any other material governmental or regulatory filings or approvals will be necessary to consummate the distribution. The distribution will not affect the ownership or control of Parent's television stations or its television licensee subsidiaries; consequently, FCC approval will not be required in connection with the distribution with respect to any of the television station licenses. FCC consent will be required with respect to the transfer to SpinCo of certain private business non-broadcast radio licenses associated with newspaper operations.

No Appraisal Rights

              Under the DGCL, Parent stockholders will not have appraisal rights in connection with the distribution.

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DIVIDEND POLICY

              SpinCo will begin virtually debt-free, which will provide SpinCo with the capacity to deliver strong dividends, support a share repurchase program and to continue to invest in the business through organic growth as well as potential acquisitions. SpinCo expects to initially pay a regular cash dividend of $0.32 per share annually (subject to adjustment based on the final distribution ratio).

              The timing, declaration, amount of and payment of any dividends following the separation by SpinCo is within the discretion of its board of directors and will depend upon many factors, including SpinCo's financial condition, earnings, capital requirements of its operating subsidiaries, any future debt service obligations, covenants associated with any of SpinCo's future debt service obligations, legal requirements, regulatory constraints, industry practice, ability to gain access to capital markets, and other factors deemed relevant by its board of directors.

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CAPITALIZATION

              The following table sets forth SpinCo's capitalization as of December 28, 2014, on a historical basis and on a pro forma basis to give effect to the pro forma adjustments included in SpinCo's unaudited pro forma combined financial information. The information below is not necessarily indicative of what SpinCo's capitalization would have been had the separation, distribution and related transactions been completed as of December 28, 2014. In addition, it is not indicative of SpinCo's future capitalization. This table should be read in conjunction with "Unaudited Pro Forma Combined Financial Statements," "Selected Historical Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," and SpinCo's combined financial statements and notes thereto included in the "Index to Financial Statements" section of this information statement.

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SELECTED HISTORICAL COMBINED FINANCIAL DATA OF SPINCO

              Set forth below are selected historical combined financial data for SpinCo for each of the five years ended December 28, 2014, December 29, 2013, December 30, 2012, December 25, 2011 and December 26, 2010. Operating results for any prior period are not necessarily indicative of results to be expected in any future period. We derived the combined statement of income data for the years ended December 28, 2014, December 29, 2013 and December 30, 2012, and the combined balance sheet data as of December 28, 2014 and December 29, 2013, from the SpinCo historical combined financial statements, which are included elsewhere in this information statement. We derived the combined statement of income data for the fiscal years ended December 25, 2011 and December 26, 2010, and the combined balance sheet data as of December 30, 2012, December 25, 2011 and December 26, 2010 from the financial records of Parent which are not included in this information statement.

              The selected historical combined financial data set forth below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical combined financial statements and the notes thereto included in this information statement. The selected historical combined financial data reflects SpinCo's results as historically operated as a part of Parent, and these results may not be indicative of our future performance as a stand-alone company following the distribution. Operating expenses reflect direct expenses and allocations of certain Parent corporate expenses that have been charged to SpinCo based on specific identification or allocated based on use or other methodologies we believe appropriate. Management believes these allocations have been made on a reasonable and appropriate basis under the circumstances. Per share data has not been presented since SpinCo's business was wholly-owned by Parent during the periods presented.