Delaware
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001-36097
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38-3910250
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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7950 Jones Branch Drive
McLean, VA
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22107-0910
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(Address of principal executive offices)
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(Zip Code)
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.01 per share
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GCI
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New York Stock Exchange
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Preferred Stock Purchase Rights
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N/A
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New York Stock Exchange
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No.
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Description
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Termination Agreement dated as of December 21, 2020, by and between the Company and FIG LLC.
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Supplemental Indenture dated as of December 21, 2020, by and between the Company, the Subsidiary Guarantors from time to time party thereto and U.S. Bank National Association, as trustee.
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Amendment No. 5 dated as of December 21, 2020, to the Credit Agreement dated as of November 19, 2019, among the Company, Gannett Holdings LLC, the lenders party thereto and Alter Domus Products Corp., as
administrative agent and collateral agent.
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99.1
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Press Release dated as of December 22, 2020.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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GANNETT CO., INC.
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/s/ Douglas E. Horne
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Douglas E. Horne
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Chief Financial Officer
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GANNETT CO., INC.,
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a Delaware corporation
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By:
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/s/ Theodore Janulis | ||
Name:
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Theodore Janulis
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Title:
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Chairman of the Transaction Committee
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FIG LLC,
|
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a Delaware limited liability company
|
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By:
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/s/ David N. Brooks | ||
Name:
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David N. Brooks
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||
Title:
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Secretary
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1. |
Michael Reed
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2. |
Ashley Higgins
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3. |
Jennifer Lorino
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1. |
Defined Terms. All capitalized terms used but not defined in this
Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture The words “herein,” “hereof” and “hereby” and other words of similar import used in this Supplemental Indenture refer to
this Supplemental Indenture as a whole and not to any particular Section hereof.
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2. |
Amendment.
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(a) |
Section 4.12(j) of the Indenture is hereby amended by replacing the text of clause (vi) thereof with the following text:
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(b) |
Section 4.12(m)(iv) of the Indenture is hereby amended by (i) replacing the period at the end of such clause (iv) with a semicolon and (ii) inserting the following new
proviso at the end of such clause (iv):
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3. |
Ratification of Indenture; Supplemental Indentures Part of Indenture. Except
as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture
for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
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4. |
Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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5. |
Trustee Makes No Representation. The Trustee makes no representation as to
the validity or sufficiency of this Supplemental Indenture.
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6. |
Counterparts. The parties may sign any number of copies of this Supplemental
Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery by electronic transmission of an executed counterpart of a signature page to this Amendment shall be effective as delivery of
an original executed counterpart of this Amendment.
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7. |
Effect of Headings. The Section headings herein are for convenience only and
shall not affect the construction thereof.
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GANNETT CO., INC.
|
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By:
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/s/ Michael E. Reed | ||
Name:
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Michael E. Reed
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||
Title:
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President and Chief Executive Officer
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GANNETT HOLDINGS LLC
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By: GANNETT CO., INC., as its Sole Member
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By:
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/s/ Michael E. Reed | |
Name: Michael E. Reed
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Title: President and Chief Executive Officer
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EACH SUBSIDIARY GUARANTOR LISTED ON ANNEX I:
|
|||
By:
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/s/ Mark Maring | ||
Name: Mark Maring
|
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Title: As Indicated on Annex I
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EACH SUBSIDIARY GUARANTOR LISTED ON ANNEX II:
|
||
By:
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/s/ Michael E. Reed | ||
Name: Michael E. Reed
|
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Title: As Indicated on Annex II
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AMERICAN INFLUENCER AWARDS LLC
|
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By:
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/s/ Jason Taylor | |
Name: Jason Taylor
|
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Title: Manager
|
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By:
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/s/ Christopher Crellin | |
Name: Christopher Crellin
|
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Title: Manager
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GIDDYUP EVENTS, LLC
MILWAUKEE MARATHON LLC
ENMOTIVE COMPANY LLC
|
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By:
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/s/ Bradford Scudder | |
Name: Bradford Scudder
|
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Title: Manager
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GANNETT INTERNATIONAL FINANCE LLC
|
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By:
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/s/ Michael E. Reed | |
Name: Michael E. Reed
|
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Title: Manager
|
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By:
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/s/ Douglas E. Horne | |
Name: Douglas E. Horne
|
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Title: Manager
|
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By:
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/s/ Polly Grunfeld Sack | |
Name: Polly Grunfeld Sack
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||
Title: Manager
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EACH SUBSIDIARY GUARANTOR LISTED ON ANNEX III:
|
||
By:
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/s/ Michael E. Reed | |
Name: Michael E. Reed
|
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Title: As Indicated on Annex III
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RUGGED EVENTS CANADA LTD
|
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By:
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/s/ Mark Maring | |
Name: Mark Maring
|
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Title: Senior Vice President and Treasurer
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GANNETT U.K. LIMITED
|
|||
By:
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/s/ Douglas E. Horne | ||
Name:
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Douglas E. Horne
|
||
Title:
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Authorized Signatory
|
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NEWSQUEST CAPITAL LIMITED
|
|||
By:
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/s/ Douglas E. Horne
|
||
Name:
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Douglas E. Horne
|
||
Title:
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Authorized Signatory
|
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NEWSQUEST LIMITED
|
|||
By:
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/s/ Douglas E. Horne
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||
Name:
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Douglas E. Horne
|
||
Title:
|
Authorized Signatory
|
||
GANNETT INTERNATIONAL FINANCE, LLP
|
|||
By:
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/s/ Douglas E. Horne
|
||
Name:
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Douglas E. Horne
|
||
Title:
|
Authorized Signatory
|
||
GANNETT INTERNATIONAL HOLDINGS, LLP
|
|||
By:
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/s/ Douglas E. Horne
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||
Name:
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Douglas E. Horne
|
||
Title:
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Authorized Signatory
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Exact Legal Name of Each Guarantor
|
Signature Block
|
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GateHouse Media Corning Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Delaware Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Directories Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Freeport Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Georgia Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Illinois Holdings II, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Illinois Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Indiana Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Iowa Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Kansas Holdings II, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Kansas Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Lansing Printing, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Louisiana Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Macomb Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Management Services, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Maryland Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Massachusetts I, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Massachusetts II, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Michigan Holdings II, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Michigan Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Minnesota Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Missouri Holdings II, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Missouri Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Nebraska Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media New York Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media North Dakota Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Ohio Holdings II, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Ohio Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Oklahoma Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Oregon Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Pennsylvania Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media South Dakota Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
GateHouse Media Suburban Newspapers, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Tennessee Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Texas Holdings II, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Texas Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
GateHouse Media Virginia Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
George W. Prescott Publishing Company, LLC
|
Enterprise NewsMedia, LLC, as its Member
By Enterprise NewsMedia Holding, LLC, as its Sole Member
By GateHouse Media Massachusetts II, Inc., as its Sole Member
Mark Maring—Senior Vice President of Finance and Treasurer
|
|
LMG Maine Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
LMG Massachusetts, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
LMG National Publishing, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
LMG Rhode Island Holdings, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
LMG Stockton, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
Local Media Group Holdings LLC
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
Local Media Group, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
Loco Sports, LLC
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
Low Realty, LLC
|
Enterprise NewsMedia, LLC, as its Sole Member
By Enterprise NewsMedia Holding, LLC, as its Sole Member
By GateHouse Media Massachusetts II, Inc., as its Sole Member
Mark Maring—Senior Vice President of Finance and Treasurer
|
|
LRT Four Hundred, LLC
|
Enterprise NewsMedia, LLC, as its Sole Member
By Enterprise NewsMedia Holding, LLC, as its Sole Member
By GateHouse Media Massachusetts II, Inc., as its Sole Member
Mark Maring—Senior Vice President of Finance and Treasurer
|
|
Mineral Daily News Tribune, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
News Leader, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
Seacoast Newspapers, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
SureWest Directories
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
Terry Newspapers, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
The Inquirer and Mirror, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
The Mail Tribune, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
The Nickel of Medford, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
The Peoria Journal Star, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
ThriveHive, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
UpCurve Cloud LLC
|
UpCurve, Inc
Mark Maring—Senior Vice President of Finance and Treasurer
|
|
UpCurve, Inc.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
|
W-Systems Corp.
|
Mark Maring - Senior Vice President of Finance and Treasurer
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
Arizona News Service, LLC
|
Dolco Acquisition, LLC, as its Manager
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
BridgeTower Media DLN, LLC
|
Dolco Acquisition, LLC, as its Manager
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
BridgeTower Media, LLC
|
Dolco Acquisition, LLC, as its Sole Member
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
CA Florida Holdings, LLC
|
Cummings Acquisition, LLC, as its Sole Member
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
Cummings Acquisition, LLC
|
GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
Dolco Acquisition, LLC
|
GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
ENHE Acquisition, LLC
|
GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
Gannett Ventures LLC
|
New Media Ventures Group LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
GateHouse Media Holdco, LLC
|
GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, its Sole Member
By New Media Holdings II LLC, its Sole Member
By New Media Holdings I LLC, its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
GateHouse Media Intermediate Holdco, LLC
|
GateHouse Media, LLC, as its Member
By New Media Holdings II LLC, its Sole Member
New Media Holdings I LLC, its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
GateHouse Media Operating, LLC
|
GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, its Sole Member
By New Media Holdings I LLC, its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
GateHouse Media, LLC
|
New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
Idaho Business Review, LLC
|
Dolco Acquisition, LLC, as its Manager
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
Lawyer's Weekly, LLC
|
Dolco Acquisition, LLC, as its Manager
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
Liberty SMC, L.L.C.
|
GateHouse Media Operating, LLC
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its
Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, its Sole Member
By New Media Holdings I LLC, its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
Long Island Business News, LLC
|
Dolco Acquisition, LLC, as its Manager
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
Missouri Lawyers Media, LLC
|
Dolco Acquisition, LLC, as its Manager
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
New Media Holdings I LLC
|
Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
New Media Holdings II LLC
|
New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
New Media Ventures Group LLC
|
Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
New Orleans Publishing Group, L.L.C.
|
Dolco Acquisition, LLC, as its Manager
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
NOPG, L.L.C.
|
New Orleans Publishing Group, L.L.C., as its Manager
By Dolco Acquisition, LLC, as its Manager
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
Rugged Events Holding LLC
|
Gannett Ventures LLC
By New Media Ventures Group LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
Rugged Races LLC
|
Rugged Events Holding LLC
By Gannett Ventures LLC
By New Media Ventures Group LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
The Daily Record Company, LLC
|
Dolco Acquisition, LLC, as its Manager
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
The Journal Record Publishing Co., LLC
|
Dolco Acquisition, LLC, as its Manager
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
|
The NWS Company, LLC
|
Dolco Acquisition, LLC, as its Manager
By GateHouse Media Operating, LLC, as its Sole Member
By GateHouse Media Holdco, LLC, as its Sole Member
By GateHouse Media Intermediate Holdco, LLC, as its Sole Member
By GateHouse Media, LLC, as its Sole Member
By New Media Holdings II LLC, as its Sole Member
By New Media Holdings I LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed - President and Chief Executive Officer
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
Action Advertising, Inc.
|
Michael E. Reed - President and Chief Executive Officer
|
|
Alexandria Newspapers, Inc.
|
Michael E. Reed - President and Chief Executive Officer
|
|
Baxter County Newspapers, Inc.
|
Michael E. Reed - President and Chief Executive Officer
|
|
Bizzy, Inc.
|
Michael E. Reed - President and Chief Executive Officer
|
|
Boat Spinco, Inc.
|
Michael E. Reed - President and Chief Executive Officer
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Citizen Publishing Company
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Michael E. Reed - President and Chief Executive Officer
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DealOn, LLC
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ReachLocal,Inc., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
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Des Moines Press Citizen LLC
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Des Moines Register and Tribune Company, as its Sole Member
Michael E. Reed – President and Chief Executive Officer
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Des Moines Register and Tribune Company
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Michael E. Reed - President and Chief Executive Officer
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Desert Sun Publishing, LLC
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Gannett Media Services, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
o Michael
E. Reed – President and Chief Executive Officer
By The Desert Sun Publishing Co., as its Member
o Michael
E. Reed – President and Chief Executive Officer
By Gannett Satellite Information Network, LLC, as its Member
o By
Gannett Media Corp., as its Sole Member
◾ Michael
E. Reed – President and Chief Executive Officer
By Gannett International Communications, Inc., as its Member
o Michael
E. Reed – President and Chief Executive Officer
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Desk Spinco, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Detroit Free Press, Inc.
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Michael E. Reed - President and Chief Executive Officer
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DiGiCol, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Evansville Courier Company, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Federated Publications, Inc.
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Michael E. Reed - President and Chief Executive Officer
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FoodBlogs, LLC
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Grateful Media, LLC
By Gannett Satellite Information Network, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
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Gannett GP Media, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Gannett International Communications, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Gannett Media Corp.
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Michael E. Reed – President and Chief Executive Officer
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Exact Legal Name of Each Guarantor
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Signature Block
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Imagn Content Services, LLC
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USA Today Sports Media Group, LLC, as its Sole Member
By Gannett Satellite Information Network, LLC, as its Managing Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
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Journal Community Publishing Group, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Journal Media Group, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Journal Sentinel Inc.
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Michael E. Reed - President and Chief Executive Officer
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Kickserv, Inc.
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Michael E. Reed - President and Chief Executive Officer
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LOCALiQ LLC
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Gannett Media Corp., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
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Memphis Publishing Company
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Michael E. Reed - President and Chief Executive Officer
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Multimedia, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Pacific Media, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Phoenix Newspapers, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Press-Citizen Company, Inc.
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Michael E. Reed - President and Chief Executive Officer
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ReachLocal Canada, Inc.
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Michael E. Reed - President and Chief Executive Officer
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ReachLocal DP, Inc.
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Michael E. Reed - President and Chief Executive Officer
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ReachLocal International GP LLC
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ReachLocal International, Inc.
Michael E. Reed – President and Chief Executive Officer
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ReachLocal International, Inc.
|
Michael E. Reed - President and Chief Executive Officer
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ReachLocal, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Reno Newspapers, Inc.
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Michael E. Reed - President and Chief Executive Officer
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Salinas Newspapers LLC
|
Gannett Media Services, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
o Michael
E. Reed – President and Chief Executive Officer
By The Desert Sun Publishing Co., as its Member
o Michael
E. Reed – President and Chief Executive Officer
By Gannett Satellite Information Network, LLC, as its Member
o By
Gannett Media Corp., as its Sole Member
◾ Michael
E. Reed – President and Chief Executive Officer
By Gannett International Communications, Inc., as its Member
o Michael
E. Reed – President and Chief Executive Officer
|
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Scripps NP Operating, LLC
|
Desk Spinco, Inc., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
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Sedona Publishing Company, Inc.
|
Michael E. Reed - President and Chief Executive Officer
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Exact Legal Name of Each Guarantor
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Signature Block
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State-Kilbourn Holdings LLC
|
Journal Sentinel Inc., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
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Texas-New Mexico Newspapers, LLC
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Texas-New Mexico Newspapers, LLC, as its Manager
By The Sun Company of San Bernardino, California LLC, as its Managing Member
By Gannett Media Services, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
|
|
Thanksgiving Ventures, LLC
|
Grateful Media, LLC
By Gannett Satellite Information Network, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
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|
The Advertiser Company
|
Michael E. Reed - President and Chief Executive Officer
|
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The Courier-Journal, Inc.
|
Michael E. Reed - President and Chief Executive Officer
|
|
The Desert Sun Publishing Co.
|
Michael E. Reed - President and Chief Executive Officer
|
|
The Sun Company of San Bernardino, California LLC
|
Gannett Media Services, LLC, as its Sole Member
● By Gannett Media Corp., as its Sole
Member
o Michael
E. Reed – President and Chief Executive Officer
● By The Desert Sun Publishing Co., as
its Member
o Michael
E. Reed – President and Chief Executive Officer
● By Gannett Satellite Information
Network, LLC, as its Member
o By
Gannett Media Corp., as its Sole Member
◾ Michael
E. Reed – President and Chief Executive Officer
● By Gannett International
Communications, Inc., as its Member
o Michael
E. Reed – President and Chief Executive Officer
|
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The Times Herald Company
|
Michael E. Reed - President and Chief Executive Officer
|
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USA Today Sports Media Group, LLC
|
Gannett Satellite Information Network, LLC, as its Managing Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
|
Signature Block
|
||
Visalia Newspapers LLC
|
Gannett Media Services, LLC, as its Sole Member
● By Gannett Media Corp., as its Sole Member
o Michael
E. Reed – President and Chief Executive Officer
● By The Desert Sun Publishing Co., as its Member
o Michael
E. Reed – President and Chief Executive Officer
● By Gannett Satellite Information Network, LLC, as its Member
o By
Gannett Media Corp., as its Sole Member
◾ Michael
E. Reed – President and Chief Executive Officer
● By Gannett International Communications, Inc., as its Member
o Michael
E. Reed – President and Chief Executive Officer
|
|
Wordstream, Inc.
|
Michael E. Reed - President and Chief Executive Officer
|
|
x.com, Inc.
|
Michael E. Reed - President and Chief Executive Officer
|
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York Daily Record-York Sunday News LLC
|
Michael E. Reed - President and Chief Executive Officer
|
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York Dispatch LLC
|
Michael E. Reed - President and Chief Executive Officer
|
|
York Newspaper Company
|
By York Newspapers Holdings, L.P., as its General Partner
By York Partnership Holdings, LLC, as its General Partner
By Texas-New Mexico Newspapers, LLC, as its Managing Member
By The Sun Company of San Bernardino, California LLC, as its Managing Member
By Gannett Media Services, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
By York Partnership Holdings, LLC, as its General Partner
By Texas-New Mexico Newspapers, LLC, as its Managing Member
By The Sun Company of San Bernardino, California LLC, as its Managing Member
By Gannett Media Services, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
|
|
York Newspapers Holdings, L.P.
|
York Partnership Holdings, LLC, as its General Partner
By Texas-New Mexico Newspapers, LLC, as its Managing Member
By The Sun Company of San Bernardino, California LLC, as its Managing Member
By Gannett Media Services, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
|
Exact Legal Name of Each Guarantor
|
Signature Block
|
|
York Newspapers Holdings, LLC
|
York Newspapers Holdings, L.P., as its Sole Member
By York Partnership Holdings, LLC, as its General Partner
By Texas-New Mexico Newspapers, LLC, as its Managing Member
By The Sun Company of San Bernardino, California LLC, as its Managing Member
By Gannett Media Services, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
|
|
York Partnership Holdings, LLC
|
Texas-New Mexico Newspapers, LLC, as its Manager
By The Sun Company of San Bernardino, California LLC, as its Managing Member
By Gannett Media Services, LLC, as its Sole Member
By Gannett Media Corp., as its Sole Member
Michael E. Reed – President and Chief Executive Officer
|
U.S. BANK NATIONAL ASSOCIATION,
|
|||
as Trustee
|
|||
By:
|
/s/ William Sicking | ||
Name:
|
William Sicking
|
||
Title:
|
Vice President
|
|
GANNETT HOLDINGS LLC
by: GANNETT CO., INC., its Sole Member
|
|
|
||
By | ||
/s/ Michael E. Reed
|
||
|
Name: Michael E. Reed | |
|
Title: President and Chief Executive Officer
|
|
|
GANNETT CO., INC. | |
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By | |
/s/ Michael E. Reed
|
||
|
Name: Michael E. Reed | |
|
Title: President and Chief Executive Officer |
ALTER DOMUS PRODUCTS CORP., as Administrative Agent and Collateral Agent,
|
||
By
|
|
|
/s/ Matthew Trybula | ||
Name: Matthew Trybula
|
||
Title: Associate Counsel
|
Lender Name
|
|||
By:
|
|||
Name:
|
|||
Title:
|
|||
* Signature pages of Lenders are available upon request to the registrant.
|
For investor inquiries, contact:
|
For media inquiries, contact:
|
|
Ashley Higgins
|
Stephanie Tackach
|
|
Investor Relations
|
Director, Public Relations
|
|
212-479-3160
|
212-715-5490
|
|
investors@gannett.com
|
stackach@gannett.com
|