EX-99.2 3 brhc10029265_ex99-2.htm EXHIBIT 99.2

Exhibit 99.2
 Investor PresentationSeptember 2021 
 

 Disclaimers and Notes  In General. This disclaimer applies to this document and the verbal or written comments of any person presenting it. This document, taken together with any such verbal or written comments, is referred to herein as the “Presentation.” Prior to November 19, 2019, our corporate name was New Media Investment Group Inc. ("New Media" or "Legacy New Media"), and Gannett Co., Inc. ("Legacy Gannett") was a separate publicly traded company. On November 19, 2019, New Media acquired Legacy Gannett (the "Acquisition"). In connection with the Acquisition, Legacy Gannett became a wholly owned subsidiary of New Media, and New Media's name was changed to Gannett Co., Inc. (also referred to as “Gannett,” “we,” “us,” “our” or the “Company”).Confidential Information. The information contained in this Presentation has been prepared solely by the Company for private and confidential use and is not to be reproduced or distributed. This Presentation may include material non-public information and is not to be used for trading or investing purposes with respect to the Company's securities. The Presentation is provided for informational purposes only and does not constitute or include an offer to sell, or a solicitation of an offer to purchase or subscriber for, equity interests or securities of any kind, nor shall there be any sale, issuance or transfer of any such securities in any state of jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Cautionary Statement Regarding Forward-Looking Statements. Certain statements in this Presentation may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements regarding our operating priorities, our expectations, in terms of both amount and timing, with respect to implementation of synergies, realization of cost savings, debt repayment, real estate and other asset sales, debt refinancing, future growth and revenue trends, liquidity benefit under CARES Act provisions, our ability to grow Adjusted EBITDA, our digital revenue performance, our offerings, growth of and demand for our digital-only subscriptions and digital marketing and advertising services, our ability to grow our client base, our ability to capitalize on positive digital media tailwinds, our ability to sustain margins, market share opportunities, our ability to remediate a material weakness in our internal controls over financial reporting, and our ability to influence trends. These statements are based on management’s current expectations and beliefs and are subject to a number of risks and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Many of these risks and uncertainties are beyond our control. The Company can give no assurance its expectations will be attained. Accordingly, you should not place undue reliance on any forward-looking statements contained in this Presentation. For a discussion of some of the risks and important factors that could cause actual results to differ from such forward-looking statements, see the risks and other factors detailed from time to time in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the Securities and Exchange Commission. Furthermore, new risks and uncertainties emerge from time to time, and it is not possible for the Company to predict or assess the impact of every factor that may cause its actual results to differ from those contained in any forward-looking statements. Such forward-looking statements speak only as of the date of this presentation. Except as otherwise required by law, the Company expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.Past Performance.  In all cases where historical performance is presented, please note that past performance is not a reliable indicator of future results and should not be relied upon as the basis for making an investment decision.  This Presentation is not an offer to sell, nor a solicitation of an offer to buy, any securities.Non-GAAP Measures. A non-GAAP financial measure is generally defined as one that purports to measure historical or future financial performance, financial position, or cash flows, but excludes or includes amounts that would not be so excluded or included in the most comparable U.S. generally accepted accounting principles (“U.S. GAAP”) measure. Gannett uses non-GAAP financial performance and liquidity measures to supplement the financial information presented on a GAAP basis. These non-GAAP financial measures, which may not be comparable to similarly titled measures reported by other companies, should not be considered in isolation from or as a substitute for the related GAAP measures and should be read together with financial information presented on a GAAP basis. This Presentation includes non-GAAP measures, such as Adjusted EBITDA, Adjusted EBITDA Margin, Free Cash Flow, Adjusted Net Income (loss) attributable to Gannett and same store revenue. Year-over-year same store revenue changes are calculated based on GAAP revenue for Gannett for the current period, excluding (1) exited operations, (2) currency impacts, and (3) deferred revenue impacts related to our acquisition of Legacy Gannett in the fourth quarter of 2019. See the “Appendix” in this presentation for information regarding these non-GAAP measures, including reconciliations to the most directly comparable GAAP financial measure. 
 

 Presenters    Mike ReedChairman and Chief Executive Officer  Doug HorneChief Financial Officer 
 

 Agenda  Company Overview and Business UpdateFinancial and Key Credit HighlightsRefinancing TransactionsAppendix   
 

 Company Overview & Business Update 
 

   6  Gannett operates a scalable, data-driven digital media platform that is fully aligned with consumer and digital marketing trends. We are a subscription-led and digitally focused media and marketing solutions company that is committed to empowering communities to thrive. Our strategy is focused on driving audience growth and engagement by delivering deeper content experiences to our consumers, while offering the products and marketing expertise our business partners desire. 
 

 Company History  New Media’s acquisition of Legacy Gannett in November 2019 created the largest local-to-national media network in the U.S.   2015  Gannett separates from its broadcasting and digital businesses (now TEGNA)  2019  New Media acquires Gannett for $2.1 billion in a cash and stock transaction in November(1)  2014  New Media launches as a public company      2020  Achieved annualized synergies of $245 millionRefinanced $497 million of debt into 6% convertible notes due 2027Early termination of external management agreement            2021  Refinanced remaining $1.0 billion of debt into Term Loan B due 2026Achieved annualized synergy target of $300 million and raised target to $325M annualized savings  Includes debt & pension assumed with purchase. 
 

 Gannett At-a-Glance  The largest owner of daily newspapers in the United States and community newspapers in the United KingdomStrong local and national brands create significant scale for marketing B2C and B2B products:Advertising, print & digital, across multiplatform media network and partnersDigital marketing services to help SMBs generate digital leadsContent subscriptions, both print and digital-only, for consumersOrganize local community events in–person and virtuallyAncillary offerings, like commercial printing for other publishers  Note: Data as of Q2 2021.  Gannett is a digitally focused content company that empowers communities to thrive by providing clarity, connections, and solutions for consumers and businesses  Revenue by segment LTM Q2 21  Distribution footprint  250 local dailies + USA TODAY in the US120+ community newspapers in the UK  174M unique visitors monthly12.5M US daily & UK weekly print readership 
 

 Significant reach  Trusted, known brands  Select local titles  Strong digital engagement  Leading multiplatform media and marketing company  Gannett is positioned as the local and national leader in news and digital marketing solutions, serving 175K+ businesses globally  3.7M  Paid subscribers  1.4M  Digital-only paid subscribers  2.7M  Daily USA TODAY print readership  9.8M  Local US daily & UK weekly print readership  600+  Communities served  Note: Data as of Q2 2021  174M  Unique monthly visitors  74%  Exclusive mobile unique visitors  312M  Video views(on platform)  4.8B  Pageviews  11M+  Twitter followers 
 

   Shift in mix to recurring revenue from DMS and Circulation  Shift from traditional print and digital advertising, which faces secular declines, to stable recurring circulation and digital marketing services and higher digital base.   Total Digital(1) %  Digital revenue includes Digital advertising and marketing services revenues, Digital-only circulation revenues, and Digital syndication and affiliate revenues. 
 

 Significant Achievement Against Priorities  Total digital revenues account for 32.2% of total revenues in the second quarter of 2021, up 33% year over year on same store basisLaunched digital subscription model at USA TODAY and other subscription products including USA TODAY crosswords app and Sports+~1.4M paid digital subscribers at end of Q2 2021, up 41% year over yearContinued improvement in same store circulation revenue trendsReduced reliance on print advertising (represents less than 25% of revenue in 2021 Q2 YTD)  Accelerate Digital Growth and Optimize Traditional Business  Achieved $300M annualized run rate in Q1 2021, ahead of targeted timelineRaised target to $325M annualized run rate by year end 2021  Implement $300M in Synergies by Year End 2021  $125-150M temporary savings put in place in early 2020 in response to COVID-19 pandemicImplemented $160M annualized permanent savings mid 2020Q1 2021 total operating expenses down over 20% year over year, Q2 2021 flat despite significant temporary actions in place in 2020  Continue Normal Course Cost Reduction Programs to Mitigate Pandemic  Continued momentum in 2021 in executing our key initiatives 
 

 Significant Achievement Against Priorities (Cont’d)  Since closing the acquisition of Legacy Gannett in November 2019, 154 real estate and non-strategic asset sales have been completed totaling $259M$60M of asset sales in 2021 year to date(1)Significant opportunity to further rationalize the real estate portfolioContinue to project approximately $100M total real estate and asset sales in 2021  Continue to Rationalize Asset Portfolio  In November 2020, refinanced $497M of original 11.5% term loan with issuance of 6% convertible notes due in 2027Reduced annual interest expense by approximately $28MIn February 2021, refinanced remaining 11.5% term loan by closing on $1.045B 5-year, senior secured term loanReduced annual cash interest by approximately $90M before the impact of asset salesYear to date, paid down Term Loan $104M, with current balance at $925.7MAdditional $26.1M of principal payments scheduled or planned before September 30, 2021Reduced first lien net leverage from 3.5x at acquisition close to 1.8x at the end of Q2 2021   Aggressively Pay Down Debt  Committed to rapidly de-leveraging our balance sheet with a target of <1.0x first lien net leverage by end of 2022  1) As of 09/17/2021  Seeking to opportunistically refinance existing Term Loan B with a new Direct Term Loan and new Senior Secured NotesMaterially reduces interest expenseDiversifies funding sources by accessing the high yield market  Actions To-Date  Proposed Transaction   
 

 Key Operating Pillars  Accelerate digital subscriber growth  Significant digital scaleLeverage integrated sales structure and lead generation strategy to grow client baseData and insights inform new and dynamic marketing products and services  Optimizing our pricing and improving customer service for our print subscribersPrint advertising continues to offer a compelling branding opportunity across our U.S. and U.K. operations  Progress toward stated 2025 workforce diversity goals Align our culture around empowering our communities to thrive and putting our customers at the center of everything we do  Identify, test, and invest in opportunities for growthExamples include: USA TODAY NETWORK Ventures (Events + Promotions)Reviewed.comUSA TODAY Sports Media Group Online sports betting / gaming partnership with Tipico USA Technology, Inc.  Goal to reach 10 million digital-only subscriptions in the next 5 years, inclusive of new offerings tailored to specific usersAnchored on high-quality, original, impactful journalism and premium content experiences  Drive digital marketing services growth  Optimize traditional print business  Prioritize investments in growth businesses  Build on inclusive & diverse culture 
 

 Financial and Key Credit Highlights 
 

 Key Credit Highlights  Highly resilient, “must–have” nature of local community journalism and high-quality content   Subscription–based, recurring revenue model with flexible cost structure supports sustainable margins  Experienced management team with commitment to operational excellence and conservative fiscal policy  Growth segments are well–positioned to capitalize on positive digital media tailwinds  Attractive cash flow profile with low capital intensity facilitates rapid deleveraging  1  2  4  5  6  Portfolio scale provides revenue diversification  3 
 

 Highly resilient, “must-have” nature of local community journalism and high-quality content  Gannett brands are highly trusted, long-standing community cornerstonesOver 80% have been published for more than 100 yearsReach 1 in 2 U.S. adults, and over 10 million people read our print papers every dayYoung audience at scale – reaching 50 million millennials and 12 million Gen Z(1)Non-commoditized, hyper-local content that can not be found elsewhereLocal government and politicsHigh school sportsLegal notes and obituariesCommunity eventsConsumers turn to trusted journalism in times of crisisCOVID-19 pandemicRacial injustice  2020 comScore Multi-PlatformAs of Q2 2021comScore Unique visitors (inclusive of US only)  USA TODAY Network Unique Visitors (3)    COVID-19 outbreak  Racial injustice       Presidential election  140M    Natural disasters  1  3.7M total subscribers(Print + Digital in U.S. and U.K.)(2)   
 

 Growth segments are well–positioned to capitalize on positive digital media tailwinds  New subscriber products to expand TAMUSA TODAY, Crossword, and Sports+Test & learn new content categories beyond newsOptimize Content, Product, and MarketingData Foundation and Agile Growth Rhythm  Our leading content presence and unrivaled reach at the national and local community levels has allowed our business model to evolve away from its print beginnings and into a digital future  LOCALiQ’s scale and local market footprint via our publishing properties offers a competitive advantageWith over 30 million small businesses in the U.S., Gannett has the opportunity to capture significant market share  Live and Virtual community events expert, hosting 210+ high school sports, community choice, and endurance events digitally in 2020Signed strategic sports betting agreement with Tipico USA Technology, Inc.  Digital Subscriptions  Digital Marketing Solutions  Prioritize Investments in Growth  2 
 

 Digital Only Subscriber Growth  18    Digital-only Subscription Growth  Digital-only subscription growth is accelerated by four key priorities  Subscriber growth is accelerating, with paid digital-only subscribers in Q2 2021 growing 41% over the prior year quarter to approximately 1.4M  120K net new subscribers in Q1 2021 and 160K net new subscribers in Q2 2021 represented largest in-quarter adds to date at the timeNew product launches continue to increase TAM USA TODAY subscription model launched in Q2 2021Crossword Subscription App launched in July 2021Sports+ Premium Subscription Product launched in September 2021Optimize Content, Product, MarketingElevated customer experiencePersonalization and subscriber only featuresMobile-first native and immersive experiencesStrengthen Retention & Diversify Subscriber AcquisitionEnhanced creative & content marketingBuild habits with intelligent triggersNew acquisition channelsData Foundation & Agile Growth RhythmHigher velocity of test & learnIncreased customer researchMachine learning  37% YoY  2 
 

 Drive Digital Marketing Services Growth  19  Core platform revenue is defined as revenue derived from customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams.Client count is derived from the active number of clients each month averaged over the course of the quarter. Client Budget Retention is defined as the percentage of client spend under our management that is retained from month to month  Significant local community footprint coupled with trusted brands and in-market sales teams  Digital marketing solutions segment revenue of $110M in Q2 grew 21.5% year-over-year on same store basisCore platform revenue(1), which accounts for 95% of segment revenue, grew 33% year-over-year with significant growth in ARPUDigital marketing services revenue derived from the Publishing segment grew 41% year-over-year in Q2 and 17% quarter over quarter, reflecting the highest digital marketing services revenue within the segment to dateSegment margins of 11.4% in Q2, strongest margin to dateFocus areas in 2021 and beyond:Leverage inside and local market sales teamsCreate a more scalable service modelIncrease penetration of current advertising clientsTransform and expand our product experience and offerings   Core Platform Metrics  2    Revenue (M)  Q2 2021 - 33% growth YOY  Client Budget Retention (3)  Client Count (K) (2) 
 

 Portfolio scale provides revenue diversification                                                                                                                                                                                                                                                                                                                  Revenue diversification due to geographic, product, and customer mix  Geographic footprint does not align us to any single market or region  Offer a broad range of products to both consumers and businesses  Products are attractive to wide range of businesses and industry categories  Serve over 175K businessesLargest client is ~0.3% of total revenue  3 
 

 Gannett’s predictable and recurring revenue drives stable Adj. EBITDA margins (1) even during periods of economic disruption  Subscription–based, recurring revenue model supports sustainable margins  Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP figures. Refer to Appendix for reconciliation of non-GAAP figures.   Subscription-Based Revenue  Recurring Digital Advertising Revenue   Stable Adj. EBITDA Margins(1)  71%  53%    Note: LTM 2021 Q2 Circulation revenue  Note: LTM 2021 Q2 Digital Media/Classified and DMS Revenue  4 
 

 Proven history of strong expense mitigation  Track record of strong expense managementMatch expense reductions to secular declines to preserve marginsDespite COVID-19 pandemic, maintained margin profile~70% of expense base is variable: headcount, M&D, COGSLevers to consider if growth does not occur on plan, or should print trends worsen:Halting investmentsPrinting frequency and deliveryElimination of lower margin free advertising driven print productsFurther consolidation of manufacturing & delivery footprintMigration of certain titles to digital-only distributionCorporate restructuring – executive team, cross-functional model, outsourcing, etc.  Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP figures. Refer to Appendix for reconciliation of non-GAAP figures.   Operating Expenses ($M)  Stable Adjusted EBITDA margins (1)  4 
 

 Free cash flow profile and commitment to deleveraging  2019 data is pro forma for New Media and Legacy GannettCumulative cash flow (defined as Adjusted EBITDA less CapEx) since the time of the acquisition of Legacy Gannett.Adjusted EBITDA is a non-GAAP figure. Refer to Appendix for reconciliation of non-GAAP figures.  Significant Debt Repayment  Commentary  Strong cash flow generation due to synergies and growth in Digital segments has led to significant debt pay down Dividend eliminated in 2020 and no plans for share repurchaseOptional prepayments of $35M in Q2 2021 and $27M in Q3 2021, along with first amortization payment of $26M in Q3 2021 will bring Term Loan below $900MExpect to achieve first lien net leverage of 1.0X Adjusted EBITDA by end of 2022  5  Cumulative Cash Flow(1) – Adjusted EBITDA (2) less CapEx  Quarterly CapEx $18M   $14M   $8M   $7M   $8M   $8M   $8M  
 

             Experienced management team with commitment to operational excellence    Mike Reed, Chairman & Chief Executive OfficerJoined Gannett, formerly GateHouse Media, in January of 2006 as Chief Executive OfficerOfficer of Community Newspaper Holdings, Inc., or “CNHI”, a leading publisher of local news and information, following a term as the company’s Chief Financial Officer  Kris Barton, Chief Product OfficerNamed Chief Product Officer in November 2017Previously served as ReachLocal's Chief Product Officer, overseeing product and technology while the company grew from two to 15 products and expanded from three to 15 international markets, and received numerous industry awards  Kevin Gentzel, Chief Revenue OfficerJoined Gannett as its first chief revenue officer in 2015 and leads all advertising and marketing solutions revenue in North AmericaUnder his leadership, Gannett has grown digital revenue and launched new monetization opportunities, including branded content, digital marketing solutions, and other digital ad innovations  Mayur Gupta, Chief Marketing & Strategy OfficerServed on Gannett’s Board of Directors from October 2019 to September 2020, when he was named Chief Marketing and Strategy OfficerPrior to joining Gannett, Mr. Gupta was Chief Marketing Officer at Freshly, a growing food-tech company as well as VP of Growth and Marketing at Spotify  6  Doug Horne, Chief Financial OfficerJoined Gannett in April 2020, responsible for leading the company’s finance organization, helping to guide corporate strategy, and interfacing with Gannett’s Board of Directors and investorsMore than 25 years experience in the media, entertainment and technology industriesPreviously served in roles at The We Company, Warner Media, and AOL  Samantha Howland, Chief People OfficerPrior to joining Gannett, she served as Chief People Officer at Mobiquity, a digital engagement agencyResponsible for enabling high-performance cultures by bringing people processes in line with organizational strategyWell-regarded author of whitepapers, a lecturer and curriculum developer for elite business school programs  
 

           Gannett Leadership Bios  Jason Taylor, President of Events & PromotionsJoined Gannett in 2015, as President of Western U.S. Publishing Operations and Publisher of the Las Vegas Review-JournalLeads Gannett’s Events and Promotions businessRecognized with numerous industry accolades including the Mega-Conference Innovator of the Year in 2019  Maribel Wadsworth, President of News and Publisher of USA TODAYLeader in Gannett for over 25 years ago, formerly Gannett’s Chief Transformation and Strategy OfficerRuns the news division of Gannett media, overseeing local news organizations and the flagship USA TODAY.Serves on the board of directors of the News Media Alliance and the International News Media Association  Bernie Szachara, President of U.S. Publishing OperationsPrior to joining Gannett, served in a variety of executive circulation, IT and operations roles at The Denver Post and Gannett Experienced in corporate business strategy, operational integration and technology, and oversees all of Gannett’s IT, manufacturing and distribution and commercial and consumer services operations  Henry Faure Walker, Newsquest Media Group CEOJoined Gannett in 2014, responsible for managing more than 165 regional news brands in the UK with an audience of 30 million Joined Newsquest from Johnston Press plc, where he served as Digital Director since 2010 Chairman of the News Media Association  6  Polly Grunfeld Sack, Chief Legal OfficerJoined Gannett, formerly GateHouse Media, as its chief legal officer in 2006 after 14 years with sports, media and entertainment company IMG, where she served as Senior Vice President and Director of Mergers and Acquisitions 
 

 Financial Overview 
 

 Solid Execution Against Key Operating Pillars  27  Unique visitors from ComScore across US and UK. Ranking amongst media peers in US only.Core platform customers are defined as customers utilizing our proprietary digital marketing services platform that are sold by either our direct or local market teams. Client count is derived from the active number of clients each month averaged over the course over the quarter.Adjusted EBITDA, Adjusted net income attributable to Gannett, and Free Cash Flow are non-GAAP figures. Refer to Appendix for reconciliation of non-GAAP figures.  Operational Results in Q2 2021:  Revenue of $804.3 million for the quarter, up 6.8% year over year on a same store basisSame store revenue trend growth impacted by cycling of second quarter 2020, the quarter most negatively impacted by the COVID-19 pandemicTotal digital revenue of $259.3 million in Q2 2021, or 32.2% of Q2 2021 revenueDigital revenue up 33% year over year on a same store basisAdjusted EBITDA(3) of $115.8 million, representing a 14.4% marginAdjusted EBITDA(3) grew $37.8M to prior year quarter and margin grew 420 basis pointsNet income attributable to Gannett of $15.1 millionAdjusted net income attributable to Gannett (3) of $30.1 million  $23.1M of Free Cash Flow (3)  Q2 2021 Key Metrics:    Up 41% YOY    Up 13% Quarter over Quarter  #6 In Nation    $90MSports Betting Partnership Signed    $11MAsset Sales    $46MDebt Paydown    15.3KCore Platform DMS Client Count (2)    174M avgMonthly Unique Visitors(1)    ~1.4MDigital Only Subscribers 
 

 Q3 2021 Outlook  Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP figures. Refer to Appendix for reconciliation of non-GAAP measures  Same store revenue growth projectedContinue to expect same store revenue growth year-over-year in Q3 2021Adjusted EBITDA(1) growth expectedSubstantial growth year-over-year expected in Q3 2021Q3 margin expansion of more than 100 basis points projected over prior year quarter While still growing over prior year, we now expect that our Q3 AEBITDA margin(1) will be between 12-13%, which is slightly below the 13.7% we generated during the first half of 2021, primarily a result of inflationary pressures on newsprint and delivery as well as the impact the resurgence of the COVID-19 pandemic has had on our events business and single copy circulation salesEstimated $130M of Cash and cash equivalents on balance sheet at end of Q3 20215-Year Term Loan principal projected to be below $900M at end of Q3 2021Debt repayment $69M ahead of schedule expected at time of original refinancing  
 

 Real Estate and Asset Sales  Since closing the acquisition of Legacy Gannett in November 2019, 154 sales have been completed totaling $259 millionReal estate sales totaled $161.0 million across 83 dealsNon-strategic asset sales totaled $98.0 million across 10 deals$60M of real estate and asset sales have been completed year to date in 2021Real estate portfolio opportunity remains significant, with ~$91 million currently under contract, negotiation or actively marketed  As of 09/17/2021  Real Estate Opportunity(1)  # of properties  Sales to Date  # of properties  18   18   35   2   16   11   12   32   20   31   29  
 

 Historical Annual Revenue Performance  AdvertisingSecular decline in print advertising ongoing and is segment most impacted due to COVID-19 in 2020. YTD 2021, print advertising accounts for less than 25% of total revenue.Circulation2017-2019A stable revenue in print circulationDecline in print circulation in 2020 from single copy due to limited travel offset and reduction Despite the effects of COVID-19, Home Delivery subscribers very stable with 2.4M subscribers ending 2020Digital circulation CAGR of over 30%Digital Marketing ServicesRevenue stream is highly recurring and was quickest to rebound during COVID-19Decline in 2018 to 2019 revenue performance was driven by international divestituresCore platform revenue has grown sequentially each quarter since Q3 2020Events and Promotions2017-2019A # of events held increased by 69% from 255 to 432Stable 2020 and 2021 revenue attributable to quickly pivoting to virtual events  Note: 2017, 2018, and 2019 are pro forma for New Media and Legacy Gannett.  Commentary     2017A  2018A  2019A  2020A  2021 Q2 LTM              Print Advertising  $1,669   $1,492   $1,298   $888   $827   Digital Classified  113   101   84   58   50   Digital Media  335   355   353   334   354   Advertising  $2,117   $1,947   $1,735   $1,279   $1,231   % growth y-o-y    (8.0%)  (10.9%)  (26.3%)  (17.0%)              Print Circulation  1,567   1,601   1,521   1,317   1,221   Digital Circulation  29   37   53   75   89   Circulation  $1,595   $1,638   $1,574   $1,392   $1,310   % growth y-o-y    2.7%   (3.9%)  (11.6%)  (12.0%)              Digital Marketing Services  $422   $479   $466   $405   $418   % growth y-o-y    13.5%   (2.8%)  (13.2%)  (3.4%)              Print  $12   $14   $16   $14   $12   Digital  4   7   10   12   13   Other Events  9   15   37   32   23   Events  $25   $36   $63   $59   $49   % growth y-o-y    45.5%   75.0%   (6.5%)  (24.1%)              Commercial Printing & Delivery  $224   $236   $229   $166   $163   All Other  106   106   115   105   $100   Other  $330   $342   $344   $271   $263   % growth y-o-y    3.8%   0.5%   (21.2%)  (16.2%)              Revenue  $4,488   $4,443   $4,182   $3,406   $3,271   % growth y-o-y    (1.0%)  (5.9%)  (18.7%)  (13.5%) 
 

 Historical Financial Performance  Steady AEBITDA margin(1) as the Company transitions revenue mix to DMS and Circulation$300M of annualized synergies implemented through Q1 2021Reduced operating expenses during COVID-19 to create $250+M in 2020 savings; distinct from synergies savingsCapEx represents ~1.5% of revenue since 2017Reduced CapEx in 2020 to preserve liquidity during COVID-19  Note: 2017, 2018, and 2019 are pro forma for New Media and Gannett. Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP figures. Refer to Appendix for reconciliation of non-GAAP measures.Represents consolidated New Media and Legacy Gannett capital expenditure per public filings.  Adjusted EBITDA(1) ($M)    Capital Expenditures ($M)  (2)  (2)  Operating Expenses ($M)  (2) 
 

 Refinancing Transactions 
 

 Refinancing Opportunity Summary  Gannett Co., Inc. (“Gannett” or the “Company”) is a publicly traded (NYSE: GCI), digitally focused media and marketing solutions company with an unmatched reach at the national and local level. Gannett touches millions of lives with Pulitzer Prize-winning content, consumer experiences and benefits, and advertiser products and servicesThrough the LTM period ending 06/30/2021, Gannett generated Revenue and Adjusted EBITDA(1) of $3.3 billion and $453 million, respectivelyBusiness remains focused on accelerating long-term revenue growth by increasing digital-only subscriptions and reducing reliance on print with digital revenues up 33% YoY(2) and print advertising representing less than 25% of revenue YTD 2021 Gannett also continues to outperform synergy implementation plan with $300 million annualized savings achieved by Q1 2021 and $325 million annualized savings expected by year end 2021 Since its February 2021 issuance, the Company has delivered on its goal of de-levering through asset sale proceeds and free cash flow generation by paying down ~$105 million of debt YTD and reduced gross leverage to 3.5x from 4.3x at closing of the Company’s existing First Lien Senior Secured Term Loan B due 2026 (the “Existing Facility”). Gannett is looking to opportunistically refinance its Existing Facility with (1) a new First Lien Senior Secured Direct Term Loan placed with funds affiliated with Apollo Capital Management, L.P. and (2) new First Lien Senior Secured NotesMaterially reduces interest expense by taking advantage of favorable debt market conditionsDiversifies funding sources through accessing the high yield market The financing will consist of: Up to $550 million First Lien Senior Secured Direct Term Loan, completion of which is contingent upon the successful offering of senior secured notesNew First Lien Senior Secured Notes Terms of both financings will be substantially consistent with the Existing Facility and both financings will be secured on a pari passu basis (and on a senior priority basis to the existing Second Lien Convertible Notes)Transaction will be net leverage neutral and result in pro forma first lien and total net leverage of 1.8x and 3.1x, respectively, based on LTM 06/30/2021 Adjusted EBITDA of $453 million  Adjusted EBITDA is a non-GAAP figure. Refer to Appendix for reconciliation of non-GAAP figures. Digital revenues up 33% YoY on same store basis in Q2 2021 
 

 Sources, Uses and Pro Forma Capitalization  Source: Company Filings, Bloomberg. As of 6/30/2021 financial statements.Minimum liquidity covenant of $30 million, tested quarterly.First Lien Senior Secured Direct Term Loan and First Lien Senior Secured NotesAdjusted EBITDA is a non-GAAP figure. Refer to Appendix for reconciliation of non-GAAP figures.   Proceeds from the transaction will be used to refinance the Existing Facility and pay associated fees and expensesPro forma first lien net leverage and pro forma net leverage will be 1.8x and 3.1x, respectively, based on LTM PF 6/30/2021 Adj. EBITDA(3) of $453 million with the following financing structure:Up to $550 million First Lien Senior Secured Direct Term LoanNew First Lien Senior Secured Notes  Pro Forma Capitalization  Transaction Overview    Sources & Uses  (3) 
 

 Appendix 
 

 Continued outperformance of the synergy implementation plan is expected, creating stable ongoing expense savings  In-year savings realized.Calculated as Q4’20 realized synergies of $61.5mm multiplied by 4.Calculated as Q4’21E realized synergies of $84.5mm multiplied by 4.    Current Key Milestones  2020 Realized Synergies(1)($M)  2021E Realized Synergies(1)($M)  Total Annualized Synergies($M)  Newspaper Operations  Consolidated 49 sites print manufacturing & distribution sites95% of markets utilizing single content management systems25% of markets converted to new B2C Circulation platform  $79  ~$130  $135+  Corporate/ Procurement  Executive team savingsConsolidated travel and expense platform  $34  ~$50  $50+  Other operations  All markets now on common CRM to support sales centralizationAll digital campaigns serviced through LOCALiQ solutions  $41  ~$95  $95+  Systems  Completed migration from G-Suite to Office365Completed conversion to single ERP systemConsolidated data repository for all subscription and customer service dataEnterprise-wide intranet supplying communication and engagement tools  $22  ~$40  $45+  Total Realized Synergies    $176  $315  $325+  Total Annualized Synergies    $246  $325  $325+  Identified Annualized Synergies at Merger Close    $150  $300  $300  (2)  (3)   
 

 COVID-19 Pandemic Impact  Gannett quickly responded to the economic impacts from the pandemic, preserving liquidity and pivoting its operations   Same Store Revenue trend by month  Key Steps Taken  Preserved liquidity through:Suspension of dividend; $75M savings in 2020Employer FICA and VAT tax deferral of $44M in 2020Minimizing CapEx; 43% reduction to PYOperating expenses reduced to create $250+M in 2020 savings; distinct from synergies savings      Operations Achievements  No M&D disruptions, quickly setup new safety and health protocolsContent teams created new and customized pandemic-related content with special sections and newslettersEvents team pivoted 240+ events to a virtual format, hosting over 500k attendees virtually in 2020B2B marketing created specialized business listings and ad packages focused on helping community businesses to rebuild and let consumer know whether they were operating  160K+  USA TODAY COVID-19 Newsletter Subscribers  28  Local market COVID-19 Newsletters 
 

 Over 70% of circulation revenue is subscription based, with approximately 1.4 million digital only subscribers with expectation to reach 10 million over next 5 years. Loyal print subscriber base further stabilized by investment in content, product, and customer service to maximize customer lifetime valueDigital subscription addressable market is 196 million unique visitors (UVs), which makes up 86% of the total internet audience Historically, neither legacy company meaningfully invested in the digital-only subscriber spaceTook top-down approach Did not address individual channel opportunitiesDid not take data driven approach to subscriber acquisition or product experienceLacked cohesive branding and marketing strategyInsights from previous test and roll-outs:Planned pay-meter strategy will increase digital-only subscription conversions by 57%Pricing offers result in 27% more conversionsOnsite optimizations, like cart abandonment offers, produce 10+% more conversions  Circulation  Revenue Q2 2021 LTM, KPIs as of Q2 2021.  Key highlights(1)    2.3MHome Delivery subscriptions    ~$6Digital–only ARPU    1.4MDigital-only subscriptions    ~$32Home delivery ARPU(monthly)    73%Subscription based revenue    60+%of subscribers with college education    40+%Annual growth in digital subs    $89MDigital-only subscription revenue  Digital-only subscription growth 
 

 Digital Marketing Services (DMS)    One place to manage marketing goals in order to drive better value and outcomes for SMBs  National Brand Integration    $1.5k+Avg. monthly campaign value    20kTotal SMB customers  Market Opportunity      Digital advertising      Web presence      Marketing software  SearchSocial adsDisplay adsHigh impact  SEOWebsitesLive chatListingsReviews  Lead managementMarketing automationAnalytics     2%Estimated current market share    $18.8BOnline SMB ad spend  Key Highlights  Revenue Mix by Product 
 

 Advertising  Unique visitors from July 2021 ComScore (inclusive of US only).Q2 2021 LTM Revenue, KPIs as of Q1 2021.  Key highlights(2)    90%USA TODAY advertising is digital    46States across the U.S.    120+Local U.K. community newspapers    250+Local U.S daily newspapers    $828MPrint ad revenue    $235+MNational advertising revenue    1 in 2U.S. adults reached    $404MDigital ad revenue  Unrivaled scale matched with unique local-to-national reach  #6 in Digital Reach among Media Peers(1)  Authentic, trusted brand partner – balanced, brand-safe contentOffer products across our owned and operated print and digital sites  Affiliate linksSocialVideoShoppable videoProgrammatic  Editorial sponsorshipsBranded contentCTVPodcastsNewsletters  Revenue Mix  2017  2021 Q2 LTM 
 

 Events & Promotions    Building community experiences across the U.S. and U.K., both in-person and virtually  Representative events    500k+Event attendees    210+Events hosted in 2020  Annual Events Held      Promotional      Tentpole      Expos / Festivals      Endurance events  Revenue generation through community engagement and lead generation promotionsAligned with Gannett DMS selling of email, mobile, social and sales/traffic driversOpt-in email database of over 4.5 million  High School Sports AwardsLargest high school sports recognition program in the U.S. hosted by top NFL talent54 virtual shows in 2020; 104 markets in 2021 America’s Community Choice Awards100 planned events in 2021  Columbus Home & Garden show returned to in person, generating $900K despite pandemic restrictionsAmerican Influencer Awards (AIA) is 1st of “influencer” series and doubled 2020 voters  Largest active endurance race company in the U.S.Partnerships with Warner Brothers for virtual races including Wonder Woman, Elf and Batman in 2020 Friends and Game of Thrones debuting in 2021    10MActive opt-in database from events    +45%# of Events expected in 2021    COVID-19 disrupted plans, but virtual events reached significant audience since multiple communities engaged in a single event  Revenue Mix  308 
 

 Company Legal Structure  Gannett Co., Inc. (NYSE: GCI)  Gannett Holdings LLC (Issuer of Secured Notes/Borrower of Direct Term Loan)  Gannett Media Corp.   Operating subsidiaries   
 

 Reconciliations 
 

 AEBITDA Reconciliation   
 

 Gannett Non-GAAP Reconciliation