Gannett Media Corp. (Form: 8-K, Received: 11/20/2019 06:08:01)

Gannett Media Corp.

Date: November 20, 2019

/s/ Barbara W. Wall

Barbara W. Wall

Senior Vice President and Chief Legal Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 14, 2019

GANNETT MEDIA CORP.

(Exact name of registrant as specified in its charter)

Delaware

1-36874

47-2390983

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

7950 Jones Branch Drive, McLean,

Virginia

22107-0910

(Address of principal executive offices)

(Zip Code)

(703) 854-6000

(Registrant’s telephone number, including area code)

Gannett Co., Inc.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01 per share

N/A

New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

On November 19, 2019, Gannett Media Corp. (formerly known as Gannett Co., Inc.), a Delaware corporation (the “Company”), Gannett Co., Inc. (formerly known as New Media Investment Group Inc.), a Delaware corporation (“Parent”) and U.S. Bank National Association (the “Trustee”), as trustee, entered into the First Supplemental Indenture, dated as of November 19, 2019 (the “First Supplemental Indenture”), to the Indenture, dated as of April 9, 2018 (the “Indenture”), between the Company and the Trustee, relating to the Company’s 4.750% Convertible Senior Notes due 2024 (the “Notes”).

As a result of the Merger (referenced in Item 2.01 below), and pursuant to the First Supplemental Indenture, the Notes are no longer convertible into shares of common stock, par value $0.01 per share, of the Company (“Company Common Stock”), and instead each $1,000 principal amount of Notes is convertible into a number of units of reference property (each, a “unit of Reference Property”) equal to the conversion rate then in effect, subject to the Company’s right to settle any conversion of Notes in units of Reference Property, cash or any combination thereof. A unit of Reference Property is comprised of (A) 0.5427 of a share of common stock, par value $0.01 per share, of Parent (“Parent Common Stock”) and (B) $6.25 in cash, without interest.

The foregoing descriptions of the First Supplemental Indenture and the Indenture and the transactions contemplated thereby are not complete and are subject to and qualified in their entirety by reference to the full text of the First Supplemental Indenture and the Indenture, copies of which are filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated herein by reference.

Item 1.02

Termination of a Material Definitive Agreement.

On November 19, 2019, the outstanding loans under the credit agreement, dated as of June 29, 2015, by and among the Company, the lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Credit Agreement”) were paid in full (together with accrued interest and fees thereunder), the commitments to extend credit under the Credit Agreement were terminated, and all guarantees and security interests in respect of the Credit Agreement were released.

Item 2.01

Completion of Acquisition or Disposition of Assets.

At 12:20 p.m. Eastern time (the “Effective Time”) on November 19, 2019 (the “Closing Date”), pursuant to the Agreement and Plan of Merger (as amended, the “Merger Agreement”), dated as of August 5, 2019, among the Company, Parent, Gannett Holdings LLC (formerly known as Arctic Holdings LLC), a wholly owned subsidiary of Parent (“Intermediate Holdco”), and Arctic Acquisition Corp., a wholly owned subsidiary of Intermediate Holdco (“Merger Sub”), Merger Sub merged with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly owned subsidiary of Parent (the “Merger”). Immediately after the Effective Time, Parent changed its name to “Gannett Co., Inc.,” Intermediate Holdco changed its name to “Gannett Holdings LLC,” and the Company changed its name to “Gannett Media Corp.”

The issuance of Parent Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to Parent’s registration statement on Form S-4 (File No. 333-233509), as amended (the “Registration Statement”), filed with the U.S. Securities and Exchange Commission (the “SEC”) and declared effective on October 10, 2019. The Company’s definitive proxy statement, which also constitutes a prospectus of Parent, that forms part of the Registration Statement contains additional information about the Merger and the other transactions contemplated in connection therewith.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (subject to limited exceptions, including shares as to which dissenters’ rights were properly exercised in accordance with Delaware law) was converted automatically into (A) 0.5427 of a fully paid and nonassessable share of Parent Common Stock and (B) the right to receive $6.25 in cash, without interest, plus cash in lieu of any fractional shares of Parent Common Stock that otherwise would have been issued (collectively, the “Merger Consideration”). Parent issued approximately 62.4 million shares of Parent Common Stock to former holders of Company Common Stock, including shares issued to satisfy outstanding equity-based awards that were accelerated and converted into the Merger Consideration (as described below).

Pursuant to the Merger Agreement, at the Effective Time, (a) Company restricted stock units were converted into Parent restricted stock units based on the value of the Merger Consideration, which are generally subject to the same terms and conditions as applied to the original Company award, except that Company restricted stock units held by non-employee directors of the Company were converted into the Merger Consideration, (b) Company performance shares were converted into Parent time-based restricted stock units based on the value of the Merger Consideration and assuming achievement of applicable performance goals in accordance with the terms of the Merger Agreement, which are generally subject to the same

terms and conditions as applied to the original Company award (other than performance-based vesting conditions), (c) Company restricted stock awards were converted into the Merger Consideration, and (d) Company phantom share units were converted into equivalent Parent phantom share units, which are generally subject to the same terms and conditions as the original Company award.

Based on the closing price of $6.32 per share of Parent Common Stock on the New York Stock Exchange on November 18, 2019, the aggregate implied value of the Merger Consideration paid to former holders of Company Common Stock in connection with the Merger was approximately $1.1 billion, including approximately $394 million in Parent Common Stock and approximately $719 million in cash. Parent financed the cash portion of the Merger Consideration with the proceeds of a five-year senior secured term loan facility in an aggregate principal amount of $1,792,000,000, pursuant to a Credit Agreement among Parent, as a guarantor, Intermediate Holdco, as the borrower, certain subsidiaries of Intermediate Holdco as guarantors, the lenders from time to time party thereto and Cortland Products Corp., as collateral agent and administrative agent.

The foregoing summary of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement. Copies of the original Merger Agreement and the amendment thereto are filed herewith as Exhibit 2.1 and Exhibit 2.2, respectively, and are incorporated herein by reference.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On the Closing Date, in connection with the closing of the Merger (the “Closing”), the Company notified the New York Stock Exchange (“NYSE”) that the Merger had been consummated and requested that the trading of its shares on the NYSE be suspended and that the listing of its shares on the NYSE be withdrawn. In addition, the Company requested that the NYSE file with the SEC a notification on Form 25 to report the delisting of its shares from the NYSE and to deregister its shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Promptly following the effectiveness of the Form 25, the Company expects to file a Form 15 with the SEC to terminate the registration under the Exchange Act of its shares and to suspend its reporting obligations under Sections 12(g) and 15(d) of the Exchange Act.

Item 3.03

Material Modification to Rights of Security Holders.

At the Effective Time, the Company’s stockholders ceased to have any rights as stockholders in the Company (other than their right to receive the Merger Consideration) and instead have the rights of a stockholder in Parent.

The information set forth in Items 1.01, 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 5.01

Changes in Control of Registrant.

As a result of the consummation of the Merger, a change of control of the Company occurred on the Closing Date, and the Company became an indirect wholly owned subsidiary of Parent.

The information set forth in Items 2.01, 3.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Closing and pursuant to Exhibit C to the Merger Agreement, John Jeffry Louis and Debra A. Sandler, each a former member of the board of directors of the Company, and Barbara W. Wall, Senior Vice President and Chief Legal Officer of the Company, have been appointed to the board of directors of Parent. The remaining members of the board of directors of the Company ceased serving as directors at the Effective Time.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In connection with the Closing and pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company that was in effect immediately prior to the Effective Time was amended and restated in its entirety to read as set forth on Exhibit B to the Merger Agreement. Promptly following the Effective Time, the Company’s certificate of incorporation was further amended to change the name of the Company to “Gannett Media Corp.” The by-laws of the Company were also amended and restated in their entirety on the Closing Date so as to be identical to the by-laws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the surviving corporation is now reflected as “Gannett Media Corp.”

The certificate of incorporation of the Company and the by-laws of the Company as so amended and restated are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated herein by reference. The certificate of amendment to the amended and restated certificate of incorporation of the Company reflecting the change in the Company’s name is filed herewith as Exhibit 3.3 and incorporated herein by reference.

Item 5.07

Submission of Matters to a Vote of Security Holders.

On November 14, 2019, the Company held a special meeting of stockholders (the “Special Meeting”) to consider certain proposals related to the Merger Agreement and the Merger.

As of the close of business on September 26, 2019, the record date for the Special Meeting, there were approximately 114,674,630 shares of Company Common Stock issued and outstanding and entitled to vote at the Special Meeting. A quorum of 97,504,284 shares of Company Common Stock was represented in person or by proxy at the Special Meeting (representing approximately 85% of the shares entitled to vote at the Special Meeting).

Two items of business were voted on by stockholders at the Special Meeting: (i) a proposal to adopt the Merger Agreement (the “Merger Proposal”), and (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the Company’s named executive officers in connection with the Merger (the “Compensation Proposal”). The Merger Proposal and the Compensation Proposal are described in detail in the Company’s definitive proxy statement filed with the SEC on October 10, 2019 (the “Proxy Statement”).

The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, with respect to each proposal is set out below:

Proposal 1—The Merger Proposal


For	Against	Abstain	Broker Non-Votes
94,367,212	2,225,989	911,083	0

The Merger Proposal was approved, receiving the affirmative vote of approximately 82% of the outstanding shares of Company Common Stock entitled to vote thereon at the Special Meeting.

Proposal 2—The Compensation Proposal


For	Against	Abstain	Broker Non-Votes
81,619,077	14,392,062	1,493,145	0

The Compensation Proposal was approved, receiving the affirmative vote of approximately 85% of the votes cast on such proposal by holders of Company Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote thereon.

Because the Merger Proposal was approved, the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to approve the Merger Proposal (referred to as the “Gannett Adjournment Proposal” in the Proxy Statement) was not brought before the Special Meeting for a vote.

Item 8.01

Other Events.

On the Closing Date, the Company issued a press release announcing the Closing, a copy of which is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01

Exhibits.

(d) Exhibits


Exhibit No.		Description

	2.1	Agreement and Plan of Merger, dated as of August 5, 2019, by and among Gannett Media Corp., Gannett Co., Inc., Gannett Holdings LLC, and Arctic Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Gannett Media Corp. on August 6, 2019).*

	2.2	Amendment No. 1 to Agreement and Plan of Merger, dated as of October 29, 2019, by and among Gannett Media Corp., Gannett Co., Inc., Gannett Holdings LLC, and Arctic Acquisition Corp. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Gannett Media Corp. on October 30, 2019).

	3.1	Amended and Restated Certificate of Incorporation of Gannett Media Corp., effective as of November 19, 2019.

	3.2	Amended and Restated By-laws of Gannett Media Corp., effective as of November 19, 2019.

	3.3	Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Gannett Media Corp., effective as of November 19, 2019.

	4.1	First Supplemental Indenture, dated as of November 19, 2019, by and among Gannett Media Corp., Gannett Co., Inc. and U.S. Bank National Association.

	4.2	Indenture, dated as of April 9, 2018, by and among Gannett Media Corp. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Gannett Co., Inc. on April 9, 2018).

	99.1	Joint Press Release issued by Gannett Media Corp. and Gannett Co., Inc. on November 19, 2019.

	104	Cover Page Interactive Data File (formatted as Inline XBRL and embedded within the Inline XBRL document).

*	The schedules and exhibits to the Agreement and Plan of Merger have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Company will furnish copies of such schedules to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

GANNETT CO., INC.

1. The name of the corporation is Gannett Co., Inc. (the “Corporation”).

2. The address of the registered office of the Corporation in the State of Delaware is 251 Little Falls Drive in the City of Wilmington, New Castle County, Delaware 19808. The name of its registered agent at such address is Corporation Service Company.

3. The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

4. The total number of shares of stock which the Corporation shall have authority to issue is One Thousand (1,000) common shares and the par value of each such share is $0.01.

5. The Corporation is to have perpetual existence.

6. In furtherance and not in limitation of the powers conferred by statute, the board of directors is expressly authorized to make, alter or repeal the By-Laws of the Corporation.

7. No director of the Corporation shall be personally liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or may hereafter be amended. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or modification of this paragraph 7 shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

8. The Corporation shall indemnify its directors and officers, to the fullest extent authorized or permitted by law, as now or hereafter in effect, and such right to indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of such director’s or officer’s heirs, executors, and personal and legal representatives; provided, however, that, except for proceedings to enforce rights to indemnification, the Corporation shall not be obligated to indemnify any director or officer (or such director’s or officer’s heirs, executors or personal or legal representatives) in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the board of directors of the Corporation (the “Board of Directors”). The right to indemnification conferred by this paragraph 8 shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred in defending or otherwise participating in any proceeding in advance of its final disposition upon receipt by the Corporation of an undertaking by or on behalf of the director or officer receiving advancement to repay the amount advanced if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under this paragraph 8.

The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this paragraph 8 to directors and officers of the Corporation.

The rights to indemnification and to the advance of expenses conferred in this paragraph 8 shall not be exclusive of any other right which any person may have or hereafter acquire under this Certificate of Incorporation (as either or both amended and restated from time to time), the By-Laws of the Corporation, as either or both amended and restated from time to time, any statute, agreement, vote of stockholders or disinterested directors or otherwise.

The Corporation shall have the power to purchase and maintain insurance on behalf of any person who is or was or has agreed to become a director, officer, employee or agent of the Corporation against any liability asserted against him or her and incurred by him or her or on his or her behalf in such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability.

Any repeal or modification of this paragraph 8 shall not adversely affect any rights to indemnification and to the advancement of expenses of a director or officer of the Corporation existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

Notwithstanding the foregoing, with respect to any Indemnified Person (as defined in that certain Agreement and Plan of Merger, dated as of August 5, 2019, by and among the Corporation, New Media Investment Group Inc., Artic Holdings LLC and Artic Acquisition Corp. (the “Merger Agreement”)), the provisions set forth in the Bylaws of Gannett, effective as of December 13, 2017, related to indemnification and exculpation from liability shall remain effective and shall control with respect to any acts or omissions by such persons in their capacities as a director or officer, as applicable, of the Corporation at any time prior to the Effective Time (as defined in the Merger Agreement).

9. Meetings of the stockholders may be held within or without the State of Delaware as may be designated by or in the manner provided in the By-Laws of the Corporation. The books of the Corporation may be kept (subject to the provisions of any law or regulation) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the By-Laws of the Corporation. Elections of directors need not be by written ballot unless the By-Laws of the Corporation shall so provide.

10. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

11. The Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation arising pursuant to any provision of the DGCL or this Certificate of Incorporation, or Bylaws or (iv) any action asserting a claim against the Corporation governed by the internal affairs doctrine.

Exhibit 3.2

AMENDED AND RESTATED BY-LAWS

GANNETT MEDIA CORP.

Adopted November 19, 2019

ARTICLE I

STOCKHOLDERS

Section 1. Annual Meetings. The annual meetings of stockholders shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meeting the stockholders shall elect directors and transact such other business as may properly be brought before the meeting.

Section 2. Special Meetings. A special meeting of the stockholders may be called at any time by the holders of a majority of the outstanding shares or by the Board of Directors and shall be held on such day and at such hour as is fixed in the call of the meeting.

Section 3. Place of Meetings. Meetings of stockholders shall be held at the principal office of the Corporation or at such other place, within or without the State of Delaware, as may be fixed by the Board of Directors.

Section 4. Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date, and hour of the meeting and the purpose or purposes for which the meeting is called and shall indicate who called the meeting. A copy of the notice of any meeting shall be given, personally or by mail, not less than ten (10) nor more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at the meeting.

Section 5. Quorum. At each meeting of stockholders, the holders of a majority of the shares entitled to vote thereat, present in person or by proxy, shall constitute a quorum for the transaction of business.

Section 6. Voting. At each meeting of stockholders, every stockholder of record shall be entitled to cast one vote for every share of stock standing in her or his name on the books of the Corporation on the record date. All matters shall be determined by a majority of the votes cast, except that directors shall be elected by a plurality of the votes cast. Voting for directors shall not be by written ballot unless the stockholders at a meeting so determine.

Section 7. Action By Written Consent. Any action required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting, without prior notice, and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

ARTICLE II

BOARD OF DIRECTORS

Section 1. General Power. The property, business and affairs of the Corporation shall be managed under the direction of its Board of Directors.

Section 2. Number. The Board of Directors shall consist of one or more members, the exact number to be fixed from time to time by the Board of Directors.

Section 3. Election and Term of Directors. Directors shall be elected at the annual meeting of stockholders and shall hold office until the next annual meeting and until their respective successors have been elected and qualified.

Section 4. Regular Meetings. As soon as practicable after each annual election of directors, the Board of Directors shall meet for the purposes of organization, the election of officers, and the transaction of other business. Other regular meetings of the Board shall be held at such places, dates, and hours as may be fixed from time to time by the Board of Directors. Notice of regular meetings need not be given.

Section 5. Special Meetings. A special meeting of the Board of Directors may be called by the Chairman of the Board of Directors, if there is one, the Chief Executive Officer, the Secretary or by any two directors, and shall be held at such time and place as are fixed in the call of the meeting. Notice of each special meeting shall be mailed to each director, addressed to the address last given by each director to the Secretary or, if none has been given, at the director’s residence or usual place of business, at least three days before the day on which the meeting is to be held, or shall be sent to the director by telegraph, cable, wireless, or similar means so addressed or shall be delivered personally or by telephone, at least twenty-four (24) hours before the time the meeting is to be held. Each notice shall state the time and place of the meeting but need not state the purposes thereof. Notices of any such meeting need not be given to any director if waived by him in writing or by telegraph, cable, wireless, or other form of recorded communication or if otherwise waived as provided by law.

Section 6. Quorum and Manner of Acting. At each meeting of the Board of Directors the presence of a majority of the total Board of Directors shall be required to constitute a quorum for the transaction of business, and the vote of a majority of the directors present at the time of the vote, if a quorum is present at the time, shall be the act of the Board. Members of the Board of Directors or any committee designated by the Board may participate in meetings by means of conference telephone or similar communications equipment.

Section 7. Action By Written Consent. Any action required or permitted to be taken by the Board of Directors or any committee of the Board may be taken without a meeting if all members of the Board or committee consent thereto in writing and the writing or writings are filed with the minutes of proceedings of the Board.

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Section 8. Executive and Other Committees of Directors. The Board of Directors may, by resolution passed by a majority of the whole Board, designate an Executive Committee and one or more other committees, each consisting of three or more directors of the Corporation and each having such power and authority as the Board of Directors may by resolution provide (except as limited by the laws of the State of Delaware). The Board of Directors may authorize any such committee to exercise all or some of the powers and authority of the Board of Directors in the management of the property, business and affairs of the Corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; provided, however, that no such committee shall have the power or authority in reference to:

(a)

Amending the Certificate of Incorporation,

(b)

Adopting an agreement of merger or consolidation,

(c)

Recommending to the stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets,

(d)

Recommending to the stockholders a dissolution of the Corporation or a revocation of a dissolution,

(e)

Amending the By-Laws of the Corporation,

(f)

Declaring dividends, or

(g)

Authorizing the issuance of stock.

Subject to any requirements of law, each committee shall take action in accordance with such rules as are provided by resolution of the Board of Directors or as the committee members shall unanimously agree upon.

Section 9. Removal. Any director may be removed, at any time, with or without cause, by the affirmative vote of the holders of record of a majority of outstanding shares of stock entitled to vote at a meeting of stockholders, and any vacancy in the Board of Directors caused by any such removal may be filled by the stockholders at said meeting in which the vacancy is created or, if not so filled, by the Board of Directors.

ARTICLE III

OFFICERS

Section 1. General. The elected officers of the Corporation shall be a Chief Executive Officer and a Secretary. The Board of Directors, in its discretion, may also elect or appoint a Chairman of the Board (who must be a director), if any, one (1) or more Presidents, one (1) or more Vice Presidents, one (1) or more Assistant Vice Presidents, one (1) or more Assistant Secretaries, a Treasurer, one (1) or more Assistant Treasurers, a Controller, one (1) or more Assistant Controllers, and such other officers and agents as may be deemed necessary or advisable from time to time all of whom shall also be officers of the Corporation. Two (2) or more offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these By-Laws.

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Section 2. Election or Appointment. The Board of Directors at its annual meeting shall elect or appoint, as the case may be, the officers of the Corporation to fill the positions designated in or pursuant to Section 1 of this Article III. Officers of the Corporation may also be elected or appointed, as the case may be, at any other time.

Section 3. Term. Each officer of the Corporation shall hold such office for such term and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and each officer of the Corporation shall hold such office until such officer’s successor is duly elected or appointed and qualified or until such officer’s earlier death, resignation or removal. Any officer may resign at any time upon written notice to the Corporation. Any officer elected or appointed by the Board of Directors or the Executive Committee may be removed at any time by the affirmative vote of a majority of the whole Board of Directors. Any vacancy occurring in any office of the Corporation by death, resignation, removal or otherwise may be filled by the Board of Directors.

Section 4. Chairman of the Board. The Chairman of the Board, if any, shall preside when present at all meetings of the Board of Directors. The Chairman of the Board shall preside when present at all meetings of the stockholders of the Corporation unless the Chairman of the Board delegates such authority to another officer of the Corporation. The Chairman of the Board shall have authority to sign stock certificates. The Chairman of the Board shall advise and counsel the Chief Executive Officer and the other officers of the Corporation and shall exercise such powers and perform such duties as shall be assigned to or required of the Chairman of the Board from time to time by the Board of Directors or by these By-Laws.

Section 5. Chief Executive Officer. The Chief Executive Officer, if any, shall, subject to the control of the Board of Directors and if there be one, the Chairman of the Board, have general supervision of the affairs of the Corporation and general and active control of all its business. The Chief Executive Officer shall preside, in the absence of the Chairman of the Board, if any, at all meetings of stockholders. The Chief Executive Officer shall see that all orders and resolutions of the Board of Directors and the stockholders are carried into effect. The Chief Executive Officer shall have general authority to execute bonds, deeds and contracts in the name of the Corporation and affix the corporate seal thereto; to sign stock certificates; to cause the employment or appointment of such employees and agents of the Corporation as the proper conduct of operations may require, and to fix their compensation, subject to the provisions of these By-Laws; to remove or suspend any employee or agent who shall have been employed or appointed under the Chief Executive Officer’s authority or under authority of an officer subordinate to the Chief Executive Officer; to suspend for cause, pending final action by the authority which shall have elected or appointed the Chief Executive Officer, any officer subordinate to the Chief Executive Officer; and, in general, to exercise all the powers and authority usually appertaining to the chief executive officer of a corporation, except as otherwise provided in these By-Laws.

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Section 6. President. The President (or in the event there be more than one President, the Presidents in the order designated, or in the absence of any designation, then in the order of their election) shall be the Chief Operating Officer or Officers of the Corporation, shall in the absence or disability of the Chief Executive Officer perform the duties and exercise the powers of the Chief Executive Officer and shall have, subject to review and approval of the Chief Executive Officer, if one is elected, responsibility for the general day-to-day operations of the Corporation’s properties and facilities and such other duties and responsibilities as (a) are customarily possessed by a chief operating officer of a corporation similar in size and line of business as the Corporation and (b) may be delegated to the President from time to time by the Board of Directors or the Chief Executive Officer of the Corporation or by these By-Laws.

Section 7. Vice Presidents. At the request of or in the absence of the President or in the event of the President’s inability or refusal to act, the Vice President (or in the event there be more than one Vice President, the Vice Presidents in the order designated, or in the absence of any designation, then in the order of their election), if any, shall perform the duties of the President and, when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice Presidents shall perform such other duties and have such other powers as the Board of Directors or the President may from time to time prescribe.

Section 8. Assistant Vice Presidents. In the absence of a Vice President or in the event of the Vice President’s inability or refusal to act, the Assistant Vice President (or in the event there shall be more than one, the Assistant Vice Presidents in the order designated by the Board of Directors or in the absence of any designation, then in the order of their appointment), if any, shall perform the duties and exercise the powers of that Vice President, and shall perform such other duties and have such other powers as the Board of Directors, the President or the Vice President under whose supervision such Assistant Vice President is appointed may from time to time prescribe.

Section 9. Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the Executive Committee or other standing or special committees of the Board of Directors when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed from time to time by the Board of Directors, the Chairman of the Board, if there be one, or the Chief Executive Officer, under whose supervision the Secretary shall be. The Secretary shall have custody of the corporate seal of the Corporation, and the Secretary, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by such officer’s signature. The Secretary shall keep and account for all books, documents, papers, certificates and records of the Corporation required by law to be kept or filed, except those for which some other officer or agent is properly accountable. The Secretary shall have authority to sign stock certificates and shall generally perform all the duties usually appertaining to the office of the secretary of a corporation.

Section 10. Assistant Secretaries. In the absence of the Secretary or in the event of the Secretary’s inability or refusal to act, the Assistant Secretary (or, if there shall be more than one, the Assistant Secretaries in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment), if any, shall perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the Secretary may from time to time prescribe.

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Section 11. Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond (which shall be renewed every six (6) years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of the office of the Treasurer and for the restoration to the Corporation, in case of the Treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers, money, and other property of whatever kind in the Treasurer’s possession or under the Treasurer’s control belonging to the Corporation. The Treasurer shall be under the supervision of the Vice President in charge of finance if one is so designated, and the Treasurer shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or any such Vice President in charge of finance.

Section 12. Assistant Treasurers. The Assistant Treasurer or Assistant Treasurers, if any, shall assist the Treasurer, and in the absence of the Treasurer or in the event of the Treasurer’s inability or refusal to act, the Assistant Treasurer (or in the event there shall be more than one, the Assistant Treasurers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the Treasurer may from time to time prescribe.

Section 13. Controller. The Controller, if one is appointed, shall have supervision of the accounting practices of the Corporation and shall prescribe the duties and powers of any other accounting personnel of the Corporation. The Controller shall cause to be maintained an adequate system of financial control through a program of budgets and interpretive reports. The Controller shall initiate and enforce measures and procedures whereby the business of the Corporation shall be conducted with the maximum efficiency and economy. If required, the Controller shall prepare a monthly report covering the operating results of the Corporation. The Controller shall be under the supervision of the Vice President in charge of finance, if one is so designated, and the Controller shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer or any such Vice President in charge of finance.

Section 14. Assistant Controllers. The Assistant Controller or Assistant Controllers, if any, shall assist the Controller, and in the absence of the Controller or in the event of the Controller’s inability or refusal to act, the Assistant Controller (or, if there shall be more than one, the Assistant Controllers in the order designated by the Board of Directors, or in the absence of any designation, then in the order of their appointment) shall perform the duties and exercise the powers of the Controller and perform such other duties and have such other powers as the Board of Directors, the Chief Executive Officer or the Controller may from time to time prescribe.

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Section 15. Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE IV

GENERAL

Section 1. Seal. The seal of the Corporation shall be in the form of a circle and shall bear the name of the Corporation, the year of incorporation and any other matters deemed appropriate by the Board of Directors.

Section 2. Indemnification.

(a) To the full extent authorized or permitted by law, the Corporation shall indemnify any person (“Indemnified Person”) made, or threatened to be made, a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, investigative or otherwise, other than an action by or in the right of the Corporation, by reason of the fact that he, his testator or intestate (“Responsible Person”), (A) is or was a director, officer, employee or agent of the Corporation, or (B) is serving or served, in any capacity, at the request of the Corporation, another corporation or any partnership, joint venture, trust, or other enterprise, against all judgments, fines, penalties, amounts paid in settlement (provided the Corporation shall have consented to such settlement, which consent shall not be unreasonably withheld by it) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by such Indemnified Person with respect to any such threatened, pending or completed action or proceeding, and any appeal therein, provided only that such Indemnified Person shall have acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reason to believe his conduct was unlawful.

(b) To the full extent authorized or permitted by law, the Corporation shall indemnify any person (“Indemnified Person”) made, or threatened to be made, a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative, investigative or otherwise, by or in the right of the Corporation, by reason of the fact that he, his testator or intestate (“Responsible Person”), (A) is or was a director, officer, employee or agent of the Corporation, or (B) is serving or served, in any capacity, at the request of the Corporation, another corporation or any partnership, joint venture, trust, or other enterprise, against all amounts paid in settlement (provided the Corporation shall have consented to such settlement, which consent shall not be unreasonably withheld by it) and reasonable expenses, including attorneys’ fees and costs of investigation, incurred by such Indemnified Person with respect to

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any such threatened, pending or completed action or proceeding, and any appeal therein, provided only that such Indemnified Person shall have acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reason to believe his conduct was unlawful.

(c) All expenses reasonably incurred by an Indemnified Person in connection with a threatened, pending or completed action or proceeding with respect to which such person is or may be entitled to indemnification under this Section shall be advanced or promptly reimbursed by the Corporation to him in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by him or on his behalf to repay the amount of such advances, if any, as to which he is ultimately found not to be entitled to indemnification or, where indemnification is granted, to the extent such advances exceed the indemnification to which he is entitled. Such person shall, however, cooperate in good faith with any request by the Corporation that common counsel be used by parties to such action or proceeding who are similarly situated unless it would be inappropriate to do so because of actual or potential conflicts between the interests of such parties.

(d) Not later than thirty (30) days following final disposition of an action or proceeding with respect to which the Corporation has received written request by an Indemnified Person for indemnification pursuant to this Section, if such indemnification has not been ordered by a court, the Board of Directors shall meet and find whether the Responsible Person met the standard of conduct set forth in this Section, and, if it finds that he did, or to the extent it so finds, shall authorize such indemnification.

(e) Such standard shall be found to have been met unless (A) a judgment or other final adjudication adverse to the Indemnified Person establishes that (i) acts of the Responsible Person were committed in bad faith or were the result of active and deliberate dishonesty and were material to the cause of action so adjudicated, or (ii) the Responsible Person personally gained in fact a financial profit or other advantage to which he was not legally entitled; or (B) if the action or proceeding was disposed of other than by judgment or other final adjudication, the Board finds in good faith that, if it had been disposed of by judgment or other final adjudication, such judgment or other final adjudication would have been adverse to the Indemnified Person and would have established (i) or (ii) above.

(f) If indemnification is denied, in whole or part, because of such a finding by the Board in the absence of a judgment or other final adjudication, or because the Board believes the expenses for which indemnification is requested to be unreasonable, such action by the Board shall in no way affect the right of the Indemnified Person to make application therefor in any court having jurisdiction thereof, and in such action or proceeding the issue shall be whether the Responsible Person met the standard of conduct set forth in this Section, or whether the expenses were reasonable, as the case may be; not whether the finding of the Board with respect thereto was correct; and the determination of such issue shall not be affected by the Board’s finding. If the judgment or other final adjudication in such action or proceeding establishes that the Responsible Person met the standard or conduct set forth in this Section, or that the disallowed expenses were reasonable, or to the extent that it does, the Board shall then find such standard to have been met if it has not done so, and shall grant such indemnification, and shall also grant to the Indemnified Person indemnification of the expenses incurred by him in connection with the action or proceeding resulting in the judgment or other final adjudication that such standard of conduct was met, or if pursuant to such court determination such person is entitled to less than the full amount of indemnification denied by the Corporation, the portion of such expenses proportionate to the amount of such indemnification so awarded.

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(g) A finding by the Board that the standard of conduct set forth in this Section has been met shall mean a finding (A) by a majority vote of the directors who are not parties to such action, suit or proceeding even though less than a quorum, or, (B) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (C) by the stockholders.

(h) This Section shall be deemed to constitute a contract between the Corporation and each person who serves as a Responsible Person at any time while this Section is in effect. No repeal or amendment of this Section, insofar as it reduces the extent of the indemnification of any person who could be a Responsible person, shall without his written consent be effective as to such person with respect to any event, act or omission occurring or allegedly occurring prior to (1) the date of such repeal or amendment if on that date he is not serving in any capacity for which he could be a Responsible Person, or (2) the later of the thirtieth (30th) day following delivery to him of such notice or the end of the term (for whatever reason) he is serving as director, officer, employee or agent of the Corporation or, at the request of the Corporation, another corporation or any partnership, joint venture, trust, or other enterprise on the date of such repeal or amendment, with respect to being a Responsible Person in that capacity. This Section shall be binding on any successor to the Corporation, including any corporation or other entity which acquires all or substantially all of the Corporation’s assets.

(i) The Corporation may, but need not, maintain insurance insuring the Corporation or Responsible Persons for liabilities against which they are entitled to indemnification under this Section or insuring Responsible Persons for liabilities against which they are not entitled to indemnification under this Section.

(j) The indemnification provided by this Section shall not be deemed exclusive of any other rights to which any person covered hereby may be entitled other than pursuant to this Section. The Corporation is authorized to enter into agreements with any such person or persons providing them rights to indemnification or advancement of expenses in addition to the provisions therefore in this Section to the full extent permitted by law.

Section 3. Fiscal Year. The fiscal year of the Corporation shall end at the close of business on the Sunday closest to December 31 of each calendar year.

ARTICLE V

AMENDMENTS

Section 1. By-Law Amendments. The By-Laws of the Corporation may be made, altered, or repealed by vote of the stockholders at any annual meeting or at any special meeting called for the purpose or, except as otherwise provided in these By-Laws or by law, by vote of a majority of the authorized number of directors at any regular or special meeting.

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Exhibit 3.3

CERTIFICATE OF AMENDMENT

TO THE AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

GANNETT CO., INC.

(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)

Gannett Co., Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”),

DOES HEREBY CERTIFY:

1. Article 1 of the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended in its entirety to read as follows:

1. The name of the corporation is Gannett Media Corp. (the “Corporation”).

2. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.

3. This Certificate of Amendment shall be effective upon filing with the Secretary of State of the State of Delaware.

* * * * *

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by the undersigned duly authorized officer this 19th day of November, 2019.


GANNETT CO., INC.

by		/s/ Paul J. Bascobert
		Name: Paul J. Bascobert
		Title: President and Chief Executive Officer

[Signature Page to Certifcate of Amendment]

Exhibit 4.1

EXECUTION VERSION

FIRST SUPPLEMENTAL INDENTURE

This FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2019 (the “First Supplemental Indenture”), is entered into by and among Gannett Co., Inc., a Delaware corporation (the “Company”), New Media Investment Group Inc., a Delaware corporation (“New Media”) and U.S. Bank National Association (the “Trustee”).

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 9, 2018 (the “Indenture”), between the Company and the Trustee, providing for the issuance of the 4.750% Convertible Senior Notes due 2024 (the “Notes”);

WHEREAS, on August 5, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with New Media Investment Group Inc. (“New Media”), Arctic Holdings LLC, a wholly owned subsidiary of New Media (“Intermediate Holdco”), and Arctic Acquisition Corp., a wholly owned subsidiary of Intermediate Holdco (“Merger Sub”);

WHEREAS, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly owned subsidiary of New Media (the “New Media Merger”);

WHEREAS, pursuant to the Merger Agreement, at the effective time of the New Media Merger (the “Effective Time,” and the date of such Effective Time, the “Effective Date”), each share of common stock, $0.01 par value per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any Company Excluded Shares and any Dissenting Shares, each as defined in the Merger Agreement) will be automatically converted into (A) 0.5427 of a fully paid and nonassessable share of common stock, par value $0.01 per share, of New Media (“New Media Common Stock”) (subject to Section 2.05 of the Merger Agreement with respect to fractional shares) and (B) the right to receive $6.25 in cash, without interest;

WHEREAS, pursuant to Section 13.07 of the Indenture, the Company and New Media are required to execute and deliver to the Trustee a supplemental indenture providing for, among other things, the right to convert each $1,000 principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the New Media Merger would have owned or been entitled to receive upon the New Media Merger;

WHEREAS, the New Media Merger constitutes a Merger Event, Fundamental Change and Make-Whole Fundamental Change;

WHEREAS, New Media wishes to fully and unconditionally guarantee all of the obligations of the Company under the Notes and the Indenture (the “Guarantee”);

WHEREAS, Section 10.01(m) of the Indenture provides that the Company, when authorized by the resolutions of the Board of Directors and the Trustee, may from time to time and at any time enter into an indenture or indentures supplemental thereto, without the consent of Holders, in connection with any Merger Event, to provide that the Notes are convertible into Reference Property, subject to Section 13.02 of the Indenture, and to make certain related changes to the terms of the Notes;

WHEREAS, Section 10.01(l) of the Indenture provides that the Company, when authorized by the resolutions of the Board of Directors and the Trustee, may from time to time and at any time enter into an indenture or indentures supplemental thereto, without the consent of Holders, to eliminate the requirement that all conversions prior to June 29, 2020 be settled through Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000 (as set forth in the proviso to Section 13.02(a) of the Indenture);

WHEREAS, Section 10.01(c) of the Indenture provides that the Company, when authorized by the resolutions of the Board of Directors and the Trustee, may from time to time and at any time enter into an indenture or indentures supplemental thereto, without the consent of Holders, to add guarantees with respect to the Notes; and

WHEREAS, the Company has complied with all conditions precedent provided for in the Indenture relating to this First Supplemental Indenture.

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually covenant and agree for the equal and ratable benefit of the Holders as follows:

ARTICLE I

TERMS

Section 1.01 Definitions. All capitalized terms used but not defined in this First Supplemental Indenture shall have the meanings ascribed to such terms in the Indenture. “Unit of Reference Property” means (A) 0.5427 of a fully paid and nonassessable share of New Media Common Stock and (B) $6.25 in cash, without interest.

ARTICLE II

EFFECT OF NEW MEDIA MERGER

SECTION 2.01. Conversion Right. Pursuant to Section 13.07 of the Indenture, as a result of the New Media Merger:

(1) at and after the Effective Time, the right to convert each $1,000 principal amount of Notes shall be changed into a right to convert such principal amount of Notes into the number of Units of Reference Property equal to the Conversion Rate in effect immediately prior to the Effective Time;

(2) at and after the Effective Time (A) the Company shall continue to have the right to determine the Settlement Method applicable upon conversion of Notes in accordance with Section 13.02 of the Indenture and (B)(I) any amount payable in cash upon conversion of the Notes in accordance with Section 13.02 shall continue to be payable in cash, and (II) any shares of Common Stock that the Company would have been required to deliver upon conversion of the Notes in accordance with Section 13.02 shall instead be deliverable in Units of Reference Property;

(3) the Daily VWAP shall be calculated based on the value of a Unit of Reference Property;

(4) the definitions of “Trading Day” and “Market Disruption Event” shall be determined by reference to the New Media Common Stock; and

(5) the provisions of the Indenture, as modified herein, including without limitation, (i) all references and provisions respecting the terms “Common Stock,” “Conversion Price” and “Conversion Rate,” and (ii) the provisions of Article 13 of the Indenture, including Section 13.01(b) thereof, shall continue to apply, mutatis mutandis, to the Holders’ right to convert each Note into the Reference Property.

SECTION 2.02. Anti-Dilution Adjustments. As and to the extent required by Section 13.07(a) of the Indenture, the Conversion Rate shall be subject to anti-dilution and other adjustments as a result of events occurring subsequent to the date hereof with respect to the Reference Property that shall be as nearly equivalent as is possible to the adjustments provided for in Article 13 of the Indenture with respect to the Common Stock.

SECTION 2.03. Repurchase of Notes at Option of Holders. References to the “Company” and to “Common Stock” in the definition of “Fundamental Change” and “Make-Whole Fundamental Change” in Section 1.01 of the Indenture shall instead be references to “New Media” and “New Media Common Stock,” respectively. Except as amended hereby, the purchase rights set forth in Article 14 of the Indenture shall continue to apply.

ARTICLE III

MODIFICATIONS TO INDENTURE

SECTION 3.01. Settlement Upon Conversion. The following language shall be deleted from the first sentence of Section 13.02(a): “; provided, however, that all conversion prior to June 29, 2020 shall be settled through Combination Settlement with a Specified Dollar Amount per $1,000 principal amount of Notes of $1,000”.

SECTION 3.02. Guarantee. (a) New Media hereby unconditionally guarantees to each Holder of Notes and to the Trustee and its successors and assigns, (i) the full and punctual payment when due of all monetary obligations of the Company under the Indenture and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company under the Indenture. New Media further agrees that its obligations hereunder shall be unconditional, irrespective of the absence or existence of any action to enforce the same, the recovery of any judgment against the Company (except to the extent such judgment is paid) or any waiver or amendment of the provisions of the Indenture or the Notes to the extent that any such action or any similar action would otherwise constitute a legal or equitable discharge or defense of New Media (except that such waiver or amendment shall be effective in accordance with its terms).

(b) New Media further agrees that its Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection.

(c) New Media further agrees to waive presentment to, demand of payment from and protest to the Company of its Guarantee, and also waives diligence, notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a proceeding first against the Company or any other Person, and all other defenses based on suretyship. The obligations of New Media shall not be affected by any failure or delay on the part of the Trustee to exercise any right or remedy under the Indenture or the Notes.

(d) The obligation of New Media to make any payment hereunder may be satisfied by causing the Company to make such payment. If any Holder of any Note or the Trustee is required by any court or otherwise to return to the Company or New Media or any custodian, trustee, liquidator or other similar official acting in relation to the Company or New Media any amount paid by either of them to the Trustee or such Holder, the Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect.

ARTICLE IV

ACCEPTANCE OF FIRST SUPPLEMENTAL INDENTURE

SECTION 4.01. Trustee’s Acceptance. The Trustee hereby accepts this First Supplemental Indenture and agrees to perform the same under the terms and conditions set forth in the Indenture.

ARTICLE V

MISCELLANEOUS PROVISIONS

SECTION 5.01. Effectiveness of First Supplemental Indenture. This First Supplemental Indenture shall become effective as of the Effective Time on the Effective Date.

SECTION 5.02. Effect of First Supplemental Indenture. Upon the execution and delivery of this First Supplemental Indenture by the Company, New Media and the Trustee, the Indenture shall be supplemented and amended in accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered under the Indenture shall be bound hereby. All the provisions of this First Supplemental Indenture shall thereby be deemed to be incorporated in, and a part of, the Indenture; and the Indenture, as supplemented and amended by this First Supplemental Indenture, shall be read, taken and construed as one and the same instrument.

SECTION 5.03. Indenture Remains in Full Force and Effect. This First Supplemental Indenture shall form a part of the Indenture for all purposes and, except as supplemented or amended hereby, all other provisions in the Indenture and the Notes, to the extent not inconsistent with the terms and provisions of this First Supplemental Indenture, shall remain in full force and effect and is in all respects confirmed and preserved.

SECTION 5.04. Headings. The headings of the Articles and Sections of this First Supplemental Indenture are inserted for convenience of reference and shall not be deemed a part thereof.

SECTION 5.05. Counterparts. This First Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

SECTION 5.06. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE AND ANY CLAIM CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THERETO, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS THEREOF).

SECTION 5.07. Severability. In the event any provision of this First Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

SECTION 5.08. Waiver of Jury Trial. EACH OF THE COMPANY, NEW MEDIA AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST SUPPLEMENTAL INDENTURE, THE INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the day and year first written above.


GANNETT CO., INC.

By:		/s/ Paul J. Bascobert
		Name: Paul J. Bascobert
		Title: President and Chief Executive Officer

[Signature Page to Supplemental Indenture]


NEW MEDIA INVESTMENT GROUP INC.

By:		/s/ Michael E. Reed
		Name: Michael E. Reed
		Title: Chief Executive Officer

[Signature Page to Supplemental Indenture]


U.S. BANK NATIONAL ASSOCIATION, as Trustee

By:		/s/ William Sicking
		Name: William Sicking
		Title: Vice President

[Signature Page to Supplemental Indenture]

Exhibit 99.1

New Media and Gannett Complete Merger, Creating Leading U.S. Print and Digital News Organization

NEW YORK, NY AND MCLEAN, VA November 19, 2019 – New Media Investment Group Inc. (“New Media”) (NYSE: NEWM) and Gannett Co., Inc. (“Gannett”) (NYSE: GCI) jointly announced today the successful completion of the previously announced acquisition of Gannett by New Media for a combination of cash and stock (the “Merger”).

As previously announced, Gannett stockholders are entitled to receive $6.25 in cash and 0.5427 shares of New Media common stock per share of Gannett common stock in the Merger.

The combined company will operate under the name “Gannett Co., Inc.”. Beginning on November 20, 2019, New Media will trade on the New York Stock Exchange under this name and its ticker symbol will be changed to “GCI”. Michael Reed will remain Chairman and Chief Executive Officer of the combined company and Paul Bascobert will serve as Chief Executive Officer of the operating subsidiary, Gannett Media Corp.

“We are pleased to announce the completion of the Merger to create the leading U.S. print and digital news organization with deep local roots and national scale,” said Michael Reed, Chairman and Chief Executive Officer of New Media. “Our combined company will sustain local journalism in hundreds of markets across the country and enhance the services we provide to small and midsized businesses nationally. On behalf of everyone at New Media, we welcome Gannett and their talented team, and look forward to working together to achieve a seamless transition and to build value for all of our shareholders, employees, clients and local communities.”

“Today is an exciting day as we move forward together as a combined company,” said Paul Bascobert, Chief Executive Officer of Gannett. “We have a bright future together, grounded in our shared commitment to our local communities and our goal of building an enduring model that supports local journalism.”

About New Media Investment Group Inc.

New Media (NYSE: NEWM) supports small to mid-size communities by providing locally-focused print and digital content to its consumers and premier marketing and technology solutions to its small and medium business partners. New Media is one of the largest publishers of locally based print and online media in the United States as measured by its 152 daily publications. As of September 29, 2019, New Media operates in over 600 markets across 39 states reaching over 21 million people on a weekly basis and serves over 200,000 business customers.

About Gannett

Gannett Co., Inc. (NYSE: GCI) is an innovative, digitally focused media and marketing solutions company committed to strengthening communities across its network. With an unmatched local-to-national reach, Gannett touches the lives of more than 125 million people monthly with its Pulitzer-Prize winning content, consumer experiences and benefits, and advertiser products and services. Gannett brands include USA TODAY NETWORK with the iconic USA TODAY and more than 100 local media brands, digital marketing services companies ReachLocal, WordStream and SweetIQ, and U.K. media company Newsquest. To connect with Gannett, visit www.gannett.com.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements in this communication may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts. Words such as “anticipate(s),” “expect(s),” “intend(s),” “plan(s),” “target(s),” “project(s),” “believe(s),” “will,” “aim(s),” “would,” “seek(s),” “estimate(s)” and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are based on New Media’s and Gannett’s respective management’s current expectations and beliefs, and neither New Media nor Gannett can give any assurance that its expectations or beliefs will be attained. These forward-looking statements are not a guarantee of future performance and are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results or events to differ, possibly materially, from the expectations or estimates reflected in such forward-looking statements, including, among others:

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the risk that the parties may be unable to achieve the anticipated benefits of the transaction, including synergies and operating efficiencies, within the expected time-frames, or at all;

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the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected;

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the risk that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction;

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general economic and market conditions;

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the retention of certain key employees; and

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the combined company’s ability to grow its digital marketing and business services initiatives, and grow its digital audience and advertiser base.

Additional risk factors that could cause actual results to differ materially from expectations include, but are not limited to, the risks identified by New Media and Gannett in their respective most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as the risks identified in the registration statement on Form S-4 (File No. 333-233509) filed by New Media. All forward-looking statements speak only as of the date on which they are made. Except to the extent required by law, New Media and Gannett expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in their expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

Contact:

Ashley Higgins, New Media Investor Relations

ir@newmediainv.com

(212) 479-3160

Media:

Jonathan Gasthalter/Nathaniel Garnick

Gasthalter & Co.

(212) 257-4170

Investors:

Sam Levenson

Arbor Advisory Group

(203) 307-2250

Stacy Cunningham, Gannett Vice President, Financial Planning & Investor Relations

investors@gannett.com

(703) 854-3168

Ed Trissel / Tim Ragones / Tanner Kaufman

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

Source: New Media Investment Group Inc. and Gannett Co., Inc.