| Item 1. | |
| (a) | Name of issuer:
Gannett Co., Inc. |
| (b) | Address of issuer's principal executive offices:
175 Sully's Trail, Suite 203, Pittsford, NY, 14534-4560 |
| Item 2. | |
| (a) | Name of person filing:
This statement is filed by (i) Apollo Accord+ Aggregator A, L.P. ("Accord+"); (ii) Apollo Accord+ Management, L.P. ("Accord+ Management"); (iii) Apollo Atlas Master Fund, LLC ("Atlas"); (iv) Apollo Atlas Management, LLC ("Atlas Management"); (v) Apollo Credit Strategies Absolute Return Aggregator A, L.P. ("Absolute Return"); (vi) Apollo Credit Strategies Absolute Return Management, L.P. ("Absolute Return Management"); (vii) Apollo Credit Strategies Absolute Return Management GP, LLC ("Absolute Return Management GP"); (viii) Apollo Credit Strategies Master Fund Ltd. ("Credit Strategies"); (ix) Apollo ST Fund Management LLC ("ST Management"); (x) Apollo ST Operating LP ("ST Operating"); (xi) Apollo ST Capital LLC ("ST Capital"); (xii) ST Management Holdings, LLC ("ST Management Holdings"); (xiii) Apollo PPF Credit Strategies, LLC ("PPF Credit Strategies"); (xiv) Apollo PPF Credit Strategies Management, LLC ("PPF Management"); (xv) Apollo Capital Management, L.P. ("Capital Management"); (xvi) Apollo Capital Management GP, LLC ("Capital Management GP"); (xvii) Apollo Management Holdings, L.P. ("Management Holdings"); and (xviii) Apollo Management Holdings GP, LLC ("Management Holdings GP"). The foregoing are collectively referred to herein as the "Reporting Persons."
Accord+, Atlas, Absolute Return, Credit Strategies and PPF Credit Strategies each hold securities of the Issuer.
Accord+ Management serves as the investment manager of Accord+. Atlas Management serves as the investment manager of Atlas. Absolute Return Management serves as the investment manager of Absolute Return. Absolute Return Management GP is the general partner of Absolute Return Management. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital. PPF Management serves as the investment manager of PPF Credit Strategies.
Capital Management serves as the sole member of Atlas Management, Absolute Return Management GP, and PPF Management; as the sole member and manager of ST Management Holdings; and as the sole limited partner of Accord+ Management. Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal office of Credit Strategies is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, KY1-9008, Cayman Islands.
The address of the principal office of each of Accord+, Accord+ Management, Atlas, Atlas Management, Absolute Return, Absolute Return Management, Absolute Return Management GP, ST Management, ST Operating, ST Capital, ST Management Holdings, PPF Credit Strategies, PPF Management, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street, 41st Floor, New York, New York 10019. |
| (c) | Citizenship:
Atlas, Credit Strategies, and ST Management Holdings are each an exempted company incorporated in the Cayman Islands with limited liability. Accord+ and Absolute Return are each a Cayman Islands exempted limited partnership.
Atlas Management, Absolute Return Management GP, ST Management, ST Capital, PPF Credit Strategies, PPF Management, Capital Management GP, and Management Holdings GP are each a Delaware limited liability company.
Accord+ Management, Absolute Return Management, ST Operating, Capital Management, and Management Holdings are each a Delaware limited partnership. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
36472T109 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Accord+ 70,559
Accord+ Management 70,559
Atlas 202,987
Atlas Management 202,987
Absolute Return 11,700
Absolute Return Management 11,700
Absolute Return Management GP 11,700
Credit Strategies 10,549,932
ST Management 10,549,932
ST Operating 10,549,932
ST Capital 10,549,932
ST Management Holdings 10,549,932
PPF Credit Strategies 818,125
PPF Management 818,125
Capital Management 11,653,303
Capital Management GP 11,653,303
Management Holdings 11,653,303
Management Holdings GP 11,653,303
Accord+, Atlas, Absolute Return, Credit Strategies, and PPF Credit Strategies each disclaims beneficial ownership of all shares of Common Stock included in this report other than the shares of Common Stock held of record by such Reporting Person, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each other Reporting Person, and Messrs. Scott Kleinman, James Zelter and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, disclaims beneficial ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| (b) | Percent of class:
Accord+ 0.0%
Accord+ Management 0.0%
Atlas 0.1%
Atlas Management 0.1%
Absolute Return 0.0%
Absolute Return Management 0.0%
Absolute Return Management GP 0.0%
Credit Strategies 7.2%
ST Management 7.2%
ST Operating 7.2%
ST Capital 7.2%
ST Management Holdings 7.2%
PPF Credit Strategies 0.6%
PPF Management 0.6%
Capital Management 8.0%
Capital Management GP 8.0%
Management Holdings 8.0%
Management Holdings GP 8.0%
The percentages are based on 146,617,081 shares of Common Stock outstanding as of July 28, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 31, 2025. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
0 for all Reporting Persons
|
| | (ii) Shared power to vote or to direct the vote:
Accord+ 70,559
Accord+ Management 70,559
Atlas 202,987
Atlas Management 202,987
Absolute Return 11,700
Absolute Return Management 11,700
Absolute Return Management GP 11,700
Credit Strategies 10,549,932
ST Management 10,549,932
ST Operating 10,549,932
ST Capital 10,549,932
ST Management Holdings 10,549,932
PPF Credit Strategies 818,125
PPF Management 818,125
Capital Management 11,653,303
Capital Management GP 11,653,303
Management Holdings 11,653,303
Management Holdings GP 11,653,303
|
| | (iii) Sole power to dispose or to direct the disposition of:
0 for all Reporting Persons
|
| | (iv) Shared power to dispose or to direct the disposition of:
Accord+ 70,559
Accord+ Management 70,559
Atlas 202,987
Atlas Management 202,987
Absolute Return 11,700
Absolute Return Management 11,700
Absolute Return Management GP 11,700
Credit Strategies 10,549,932
ST Management 10,549,932
ST Operating 10,549,932
ST Capital 10,549,932
ST Management Holdings 10,549,932
PPF Credit Strategies 818,125
PPF Management 818,125
Capital Management 11,653,303
Capital Management GP 11,653,303
Management Holdings 11,653,303
Management Holdings GP 11,653,303
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)