S-4 1 nt10004306x1_s4.htm S-4

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 29, 2019

REGISTRATION NO. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

New Media Investment Group Inc.
(Exact name of registrant as specified in its charter)

Delaware
2711
38-3910250
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification No.)

1345 Avenue of the Americas, 45th Floor
New York, NY 10105
(212) 479-3160
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Cameron MacDougall, Esq.
Ivy Hernandez, Esq.
c/o Fortress Investment Group LLC
1345 Avenue of the Americas, 45th floor
New York, NY 10105
(212) 798-6100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Damien R. Zoubek, Esq.
Cravath, Swaine & Moore LLP
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
Katherine D. Ashley, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
1440 New York Avenue, N.W.
Washington, DC 20005
(202) 371-7000
Martin W. Korman, Esq.
Douglas K. Schnell, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the merger agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
 
Accelerated filer
o
Non-accelerated filer
o
 
Smaller reporting company
o
 
 
 
Emerging growth company
o

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 7(a)(2)(B) of the Securities Act. o

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

CALCULATION OF REGISTRATION FEE

Title of Each Class of
Securities to be Registered
Amount
to be Registered
Proposed Maximum
Offering Price
Per Unit
Proposed Maximum Aggregate
Offering Price
Amount of
Registration Fee
Common stock, par value $0.01 per share
 
82,781,585
(1) 
 
N/A
 
$
622,349,118.39
(2) 
$
75,428.72
(3) 

(1)Represents the estimated maximum number of shares of the registrant’s common stock, par value of $0.01 per share, to be issuable or subject to equity-based awards that may be assumed by the registrant upon the completion of the merger described herein, and is based on (1) 152,536,549, the estimated maximum number of shares of common stock, par value $0.01 per share, of Gannett Co., Inc. (“Gannett common stock”) to be outstanding immediately prior to the completion of the merger, including shares issuable upon the exercise or settlement of Gannett equity-based awards outstanding as of July 31, 2019 and equity-based awards that may be granted pursuant to Gannett Co., Inc.’s incentive plan and deferred compensation plan prior to the merger, as well as shares issuable under the indenture governing Gannett Co., Inc.’s convertible senior notes, multiplied by (2) 0.5427, the exchange ratio under the merger agreement described herein.
(2)Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is equal to (1) the product of (a) $10.33, the average of the high and low prices of Gannett common stock, as reported on the New York Stock Exchange on August 23, 2019, and (b) 152,536,549, the estimated maximum number of shares of Gannett common stock to be outstanding immediately prior to the completion of the merger, less (2) $953,353,428.91, the estimated aggregate amount of cash consideration to be paid by the registrant in connection with the merger.
(3)Computed in accordance with Rules 457(c) and 457(f) under the Securities Act to be $75,428.72, which is equal to 0.0001212 multiplied by the proposed maximum aggregate offering price of $622,349,118.39.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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The information in this joint proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this joint proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This joint proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED AUGUST 29, 2019



MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

On August 5, 2019, New Media Investment Group Inc. (“New Media”) entered into an Agreement and Plan of Merger (the “merger agreement”) with Gannett Co., Inc. (“Gannett”), 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”), pursuant to which, subject to the terms and conditions of the merger agreement, Merger Sub will merge with and into Gannett, with Gannett continuing as the surviving corporation and an indirect wholly owned subsidiary of New Media (the “merger”). In connection with the execution of the merger agreement, New Media also entered into the Amended and Restated Management and Advisory Agreement (the “Amended Management Agreement”) with FIG LLC, an affiliate of Fortress Investment Group LLC.

Subject to the terms and conditions of the merger agreement, at the effective time of the merger (the “effective time”), each share of common stock, par value $0.01 per share, of Gannett (“Gannett common stock”) issued and outstanding immediately prior to the effective time (subject to limited exceptions, including shares as to which appraisal rights have been properly exercised in accordance with Delaware law) shall be converted automatically into (1) 0.5427 (the “exchange ratio”) of a fully paid and nonassessable share of common stock, par value $0.01 per share, of New Media (“New Media common stock”), and (2) the right to receive $6.25 in cash, without interest (the “cash consideration”), plus cash in lieu of any fractional shares of New Media common stock that otherwise would have been issued. New Media stockholders will continue to own their existing New Media common stock. Immediately following the effective time, it is expected that existing holders of New Media common stock will own approximately 50.5% of the outstanding shares of New Media common stock and existing holders of Gannett common stock will own approximately 49.5% of the outstanding shares of New Media common stock.

The value of the merger consideration to be received by Gannett stockholders in exchange for each share of Gannett common stock will fluctuate with the market value of New Media common stock until the merger is completed. Based on the closing price of New Media common stock on the New York Stock Exchange (the “NYSE”) on August 2, 2019, the last full trading day before the public announcement of the merger, the exchange ratio represented approximately $5.81 in value for each share of Gannett common stock, and when combined with the cash consideration, represented total consideration of $12.06 for each share of Gannett common stock. Based on the closing price of New Media common stock on the NYSE on [      ], 2019, the most recent practicable date for which such information was available, the exchange ratio represented approximately $[      ] in value for each share of Gannett common stock, and when combined with the cash consideration, represented total consideration of $[      ] for each share of Gannett common stock. New Media common stock is currently traded on the NYSE under the symbol “NEWM”, and Gannett common stock is currently traded on the NYSE under the symbol “GCI”. We urge you to obtain current market quotations of New Media common stock and Gannett common stock.

New Media and Gannett will each hold special meetings of their respective stockholders in connection with the proposed merger. Information about the special meetings, the merger, the merger agreement and other business to be considered by New Media and Gannett stockholders at their respective special meetings is contained in this joint proxy statement/prospectus.

At the special meeting of New Media stockholders (the “New Media special meeting”), New Media stockholders will be asked to vote on (1) a proposal to approve the transactions contemplated by the merger agreement, including the issuance of shares (the “Share Issuance”) of New Media common stock to Gannett stockholders in connection with the merger (the “Transactions Proposal”) and (2) a proposal to adjourn the New Media special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Transactions Proposal (the “New Media Adjournment Proposal”).

Approval of the Transactions Proposal requires the affirmative vote of holders of a majority of the outstanding shares of New Media common stock entitled to vote thereon at the New Media special meeting, disregarding any votes cast by any Fortress Stockholders (as defined in New Media’s Amended and Restated Certificate of Incorporation, as amended to date). Approval of the New Media Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of New Media common stock present in person or represented by proxy at the New Media special meeting and entitled to vote thereon.

At the special meeting of Gannett stockholders (the “Gannett special meeting”), Gannett stockholders will be asked to vote on (1) a proposal to adopt the merger agreement (the “Merger Proposal”), (2) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Gannett’s named executive officers in connection with the merger (the “Compensation Proposal”) and (3) a proposal to adjourn the Gannett special meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the Merger Proposal (the “Gannett Adjournment Proposal”).

Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Gannett common stock entitled to vote thereon at the Gannett special meeting. Approval of the Compensation Proposal, which is an advisory (non-binding) vote, requires the affirmative vote of a majority of the votes cast on such proposal by holders of Gannett common stock present in person or represented by proxy at the Gannett special meeting and entitled to vote thereon. Approval of the Gannett Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Gannett common stock present in person or represented by proxy at the Gannett special meeting and entitled to vote thereon.

We cannot complete the merger unless the stockholders of New Media approve the Transactions Proposal and stockholders of Gannett approve the Merger Proposal. Your vote is very important, regardless of the number of shares you own. Whether or not you expect to attend either special meeting in person, please submit a proxy to vote your shares as promptly as possible so that your shares may be represented and voted at the New Media or Gannett special meeting, as applicable.

The New Media board of directors (the “New Media Board”), following the unanimous recommendation of a transaction committee consisting solely of independent and disinterested directors of New Media (the “Transaction Committee”), has unanimously (with Mr. Reed abstaining from the vote on the Amended Management Agreement) determined that the merger agreement and the transactions contemplated by the merger agreement, including the Share Issuance, are advisable and in the best interests of New Media and its stockholders, approved the merger agreement and the transactions contemplated by the merger agreement and resolved to recommend that the holders of New Media common stock approve the transactions contemplated by the merger agreement, including the Share Issuance. The Transaction Committee and the New Media Board each recommends that New Media stockholders vote “FOR” the Transactions Proposal and “FOR” the New Media Adjournment Proposal.

The Gannett board of directors (the “Gannett Board”) has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of Gannett and its stockholders, approved the merger agreement and the transactions contemplated by the merger agreement and resolved to recommend that the holders of Gannett common stock adopt the merger agreement. The Gannett Board recommends that Gannett stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Gannett Adjournment Proposal.

The obligations of New Media and Gannett to complete the merger are subject to the satisfaction or waiver of several conditions set forth in the merger agreement. The accompanying joint proxy statement/prospectus contains detailed information about New Media, Gannett, the special meetings, the merger agreement and the merger. You should read this joint proxy statement/prospectus carefully and in its entirety before voting, including the section entitled Risk Factors” beginning on page [  ].

We look forward to the successful combination of New Media and Gannett.

Sincerely,

Michael E. Reed
Chief Executive Officer
New Media Investment Group Inc.
Paul J. Bascobert
President & Chief Executive Officer
Gannett Co., Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this joint proxy statement/prospectus or the securities to be issued in connection with the merger, or determined if this joint proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

This joint proxy statement/prospectus is dated [      ], 2019 and is first being mailed to New Media and Gannett stockholders on or about [      ], 2019.

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New Media Investment Group Inc.
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
(212) 479-3160

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [      ], 2019

Dear Stockholders of New Media Investment Group Inc.:

We are pleased to invite you to attend the special meeting of stockholders (the “New Media special meeting”) of New Media Investment Group Inc., a Delaware corporation (“New Media”), which will be held at [      ] on [      ], 2019 at [      ], local time, to consider and vote on the following proposals:

a proposal to approve the transactions contemplated by the Agreement and Plan of Merger, dated as of August 5, 2019 (the “merger agreement”), among New Media, Gannett Co., Inc. (“Gannett”), 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”), pursuant to which Merger Sub will merge with and into Gannett, with Gannett continuing as the surviving corporation and an indirect wholly owned subsidiary of New Media (the “merger”), a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice, including the issuance of shares (the “Share Issuance”) of New Media common stock, par value $0.01 per share, of New Media (“New Media common stock”) in connection with the merger (the “Transactions Proposal”); and
a proposal to adjourn the New Media special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Transactions Proposal (the “New Media Adjournment Proposal”).

New Media will transact no other business at the New Media special meeting except such business as may properly be brought before the New Media special meeting or any adjournment or postponement thereof. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the New Media special meeting.

The New Media board of directors (the “New Media Board”) has fixed the close of business on [      ], 2019 as the record date for determination of New Media stockholders entitled to receive notice of, and to vote at, the New Media special meeting or any adjournments or postponements thereof. Only holders of record of shares of New Media common stock at the close of business on the record date are entitled to vote at the New Media special meeting and any adjournment or postponement of the New Media special meeting.

The New Media Board, following the unanimous recommendation of a transaction committee consisting solely of independent and disinterested directors of New Media (the “Transaction Committee”), has unanimously (with Mr. Reed abstaining from the vote on the Amended and Restated Management and Advisory Agreement) determined that the merger agreement and the transactions contemplated by the merger agreement, including the Share Issuance, are advisable and in the best interests of New Media and its stockholders, approved the merger agreement and the transactions contemplated by the merger agreement and resolved to recommend that the holders of New Media common stock approve the transactions contemplated by the merger agreement, including the Share Issuance.

The Transaction Committee and the New Media Board each recommends that New Media stockholders vote “FOR” the Transactions Proposal and “FOR” the New Media Adjournment Proposal.

Approval of the Transactions Proposal requires the affirmative vote of holders of a majority of the outstanding shares of New Media common stock entitled to vote thereon at the New Media special meeting,

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disregarding any votes cast by any Fortress Stockholders (as defined in New Media’s Amended and Restated Certificate of Incorporation, as amended to date). Approval of the New Media Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of New Media common stock present in person or represented by proxy at the New Media special meeting and entitled to vote thereon.

Your vote is very important. Whether or not you expect to attend the New Media Special Meeting in person, we urge you to vote your shares as promptly as possible by:

(1)accessing the internet website specified on your proxy card;
(2)calling the toll-free number specified on your proxy card; or
(3)marking, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided,

so that your shares may be represented and voted at the New Media special meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by your broker, bank or other nominee.

Please note that if you hold shares in different accounts, it is important that you vote the shares represented by each account. Please vote using each proxy card you receive to ensure that all of your shares are voted.

The attached joint proxy statement/prospectus provides a detailed description of the merger, the merger agreement and other business to be considered by New Media stockholders at the New Media special meeting. We urge you to carefully read the joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety. If you have any questions concerning the merger or the joint proxy statement/prospectus, would like additional copies or need help voting your shares of New Media common stock, please contact New Media’s proxy solicitor:

MacKenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, New York 10018
(800) 322-2885 (toll free)
(212) 929-5500 (call collect)

By Order of the Board of Directors,
   
   
Michael E. Reed
Chief Executive Officer

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Gannett Co., Inc.
7950 Jones Branch Drive
McLean, VA 22107
(703) 854-6000

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [      ], 2019

Dear Stockholders of Gannett Co., Inc.:

We are pleased to invite you to attend the special meeting of stockholders (the “Gannett special meeting”) of Gannett Co., Inc., a Delaware corporation (“Gannett”), which will be held at [      ] on [      ], 2019 at [      ], local time, to consider and vote on the following proposals:

a proposal to adopt the Agreement and Plan of Merger, dated as of August 5, 2019 (the “merger agreement”), among New Media Investment Group Inc. (“New Media”), Gannett, 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”), pursuant to which Merger Sub will merge with and into Gannett, with Gannett continuing as the surviving corporation and an indirect wholly owned subsidiary of New Media (the “merger”), a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice (the “Merger Proposal”);
a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to Gannett’s named executive officers in connection with the merger (the “Compensation Proposal”); and
a proposal to adjourn the Gannett special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal (the “Gannett Adjournment Proposal”).

Gannett will transact no other business at the Gannett special meeting except such business as may properly be brought before the Gannett special meeting or any adjournment or postponement thereof. Please refer to the attached joint proxy statement/prospectus for further information with respect to the business to be transacted at the Gannett special meeting.

The Gannett board of directors (the “Gannett Board”) has fixed the close of business on [      ], 2019 as the record date for determination of Gannett stockholders entitled to receive notice of, and to vote at, the Gannett special meeting or any adjournments or postponements thereof. Only holders of record of shares of Gannett common stock at the close of business on the record date are entitled to vote at the Gannett special meeting and any adjournment or postponement of the Gannett special meeting. An admission ticket is required for attendance at the Gannett special meeting. Please see page [  ] of the attached joint proxy statement/prospectus for instructions about obtaining tickets.

The Gannett Board has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of Gannett and its stockholders, approved the merger agreement and the transactions contemplated by the merger agreement and resolved to recommend that the holders of Gannett common stock adopt the merger agreement.

The Gannett Board recommends that Gannett stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Gannett Adjournment Proposal.

Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Gannett common stock entitled to vote thereon at the Gannett special meeting. Approval of the Compensation Proposal, which is an advisory (non-binding) vote, requires the affirmative vote of a majority of the votes cast on such proposal by holders of Gannett common stock present in person or represented by proxy at the Gannett special meeting and entitled to vote thereon. Approval of the Gannett Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Gannett common stock present in person or represented by proxy at the Gannett special meeting and entitled to vote thereon.

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Your vote is very important. Whether or not you expect to attend the Gannett special meeting in person, we urge you to vote your shares as promptly as possible by:

(1)accessing the internet website specified on your proxy card;
(2)calling the toll-free number specified on your proxy card; or
(3)marking, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided,

so that your shares may be represented and voted at the Gannett special meeting. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction form furnished by your broker, bank or other nominee.

Please note that if you hold shares in different accounts, it is important that you vote the shares represented by each account. Please vote using each proxy card you receive to ensure that all of your shares are voted.

The attached joint proxy statement/prospectus provides a detailed description of the merger, the merger agreement and other business to be considered by Gannett stockholders at the Gannett special meeting. We urge you to carefully read the joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety. If you have any questions concerning the merger or the joint proxy statement/prospectus, would like additional copies or need help voting your shares of Gannett common stock, please contact Gannett’s proxy solicitor:

Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders may call toll-free: (877) 456-3507
Banks and brokers may call collect: (212) 750-5833

By Order of the Board of Directors,
   
   
Paul J. Bascobert
President and Chief Executive Officer

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ADDITIONAL INFORMATION

This joint proxy statement/prospectus incorporates important business and financial information about New Media and Gannett from other documents that are not included in or delivered with this joint proxy statement/prospectus. This information is available to you without charge upon your request. You can obtain the documents incorporated by reference into this joint proxy statement/prospectus free of charge by requesting them in writing or by telephone from the appropriate company at the following addresses and telephone numbers:

Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Toll-Free: (800) 322-2885
Call Collect: (212) 929-5500
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders May Call Toll-Free: (877) 456-3507
Banks and Brokers May Call Collect: (212) 750-5833
   
 
or
or
   
 
New Media Investment Group Inc.
Gannett Co., Inc.
1345 Avenue of the Americas, 45th Floor
7950 Jones Branch Drive
New York, NY 10105
McLean, VA 22107
(212) 479-3160
(703) 854-6000
Attn: Investor Relations
Attn: Investor Relations

Investors may also consult New Media’s or Gannett’s website for more information concerning the merger described in this joint proxy statement/prospectus. New Media’s website is www.newmediainv.com. Gannett’s website is www.gannett.com. Information included on these websites is not incorporated by reference into this joint proxy statement/prospectus.

To receive timely delivery of the documents in advance of the special meetings, you should make your request no later than [      ], 2019, which is five business days before the special meetings.

For a more detailed description of the information incorporated by reference in this joint proxy statement/prospectus and how you may obtain it, see the section entitled “Where You Can Find More Information” beginning on page [  ].

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ABOUT THIS JOINT PROXY STATEMENT/PROSPECTUS

This joint proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by New Media, constitutes a prospectus of New Media under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of New Media common stock to be issued to Gannett stockholders pursuant to the merger. This joint proxy statement/prospectus also constitutes a joint proxy statement for both New Media and Gannett under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

You should rely only on the information contained in or incorporated by reference into this joint proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this joint proxy statement/prospectus. This joint proxy statement/prospectus is dated [            ], 2019. You should not assume that the information contained in this joint proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this joint proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither our mailing of this joint proxy statement/prospectus to New Media stockholders or Gannett stockholders nor the issuance by New Media of shares of common stock pursuant to the merger will create any implication to the contrary.

This joint proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this joint proxy statement/prospectus regarding New Media has been provided by New Media and information contained in this joint proxy statement/prospectus regarding Gannett has been provided by Gannett.

Unless otherwise indicated or as the context otherwise indicates, when used in this joint proxy statement/prospectus:

“Amended Management Agreement” refers to the Amended and Restated Management and Advisory Agreement, dated August 5, 2019 between New Media and the Manager;
“combined company” refers to New Media (which will be renamed Gannett Co., Inc.), following completion of the merger;
“closing date” refers to date on which the merger is completed;
“Cravath” refers to Cravath, Swaine & Moore LLP;
“Credit Suisse” refers to Credit Suisse Securities (USA) LLC;
“DGCL” refers to the General Corporation Law of the State of Delaware;
“DOJ” refers to the Antitrust Division of the U.S. Department of Justice;
“effective time” refers to the effective time of the merger;
“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;
“Existing Management Agreement” refers to the Amended and Restated Management and Advisory Agreement, dated as of March 6, 2015, between New Media and the Manager;
“Fortress” refers to Fortress Investment Group LLC;
“Fortress Stockholders” refers to the meaning assigned to it in the Amended and Restated Certificate of Incorporation of New Media, as amended to date, which generally includes any director of New Media who may be deemed an affiliate of Fortress, any director or officer of Fortress or its affiliates and any investment funds managed directly or indirectly by Fortress or its affiliates;
“FTC” refers to the U.S. Federal Trade Commission;
“GAAP” refers to U.S. Generally Accepted Accounting Principles;
“Gannett” refers to Gannett Co., Inc., a Delaware corporation;
“Gannett Board” refers to the board of directors of Gannett;

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“Gannett common stock” refers to the common stock of Gannett, par value $0.01 per share;
“Gannett special meeting” refers to the special meeting of Gannett stockholders that will be conducted to vote on certain matters in connection with the merger as described in this joint proxy statement/prospectus;
“Goldman Sachs” refers to Goldman Sachs & Co. LLC;
“Greenhill” refers to Greenhill & Co., LLC;
“HSR” refers to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;
“Intermediate Holdco” refers to Arctic Holdings LLC, a Delaware limited liability company and wholly owned subsidiary of New Media;
“Jefferies” refers to Jefferies LLC;
“Manager” refers to FIG LLC;
“merger” refers to the merger of Merger Sub with and into Gannett, with Gannett continuing as the surviving corporation and an indirect wholly owned subsidiary of New Media, pursuant to the merger agreement;
“merger agreement” refers to the Agreement and Plan of Merger, dated as of August 5, 2019, by and among New Media, Gannett, Merger Sub and Intermediate Holdco, a copy of which is attached as Annex A to this joint proxy statement/prospectus;
“Merger Sub” refers to Arctic Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Intermediate Holdco;
“New Media” refers to New Media Investment Group Inc., a Delaware corporation;
“New Media Board” refers to the board of directors of New Media;
“New Media common stock” refers to the common stock of New Media, par value $0.01 per share;
“New Media special meeting” refers to the special meeting of New Media stockholders that will be conducted to vote on certain matters in connection with the merger as described in this joint proxy statement/prospectus;
“NYSE” refers to the New York Stock Exchange;
“SEC” refers to the Securities and Exchange Commission;
“Securities Act” refers to the Securities Act of 1933, as amended;
“Skadden” refers to Skadden, Arps, Slate, Meagher & Flom LLP;
“Softbank” refers to SoftBank Group Corp.;
“special meetings” means the New Media special meeting and the Gannett special meeting;
“Transaction Committee” refers to a transaction committee consisting solely of independent and disinterested directors of New Media;
“we” and “our” refer to New Media and Gannett collectively; and
“Wilson Sonsini” refers to Wilson Sonsini Goodrich & Rosati.

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QUESTIONS AND ANSWERS

The following are some questions that you, as a New Media stockholder or a Gannett stockholder, may have regarding the merger and the other business being considered at the special meetings and the answers to those questions. New Media and Gannett urge you to carefully read the remainder of this joint proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the other business being considered at the special meetings. Additional important information is also contained in the annexes to and the documents incorporated by reference into this joint proxy statement/prospectus.

Q:What is the merger?
A:New Media, Gannett, Intermediate Holdco and Merger Sub have entered into the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of Gannett by New Media. Under the merger agreement, subject to the satisfaction (or, to the extent permitted by law and in accordance with the merger agreement, waiver) of the conditions to the merger set forth in the merger agreement and described in this joint proxy statement/prospectus, Merger Sub will merge with and into Gannett, with Gannett continuing as the surviving corporation and an indirect wholly owned subsidiary of New Media.
   
As a result of the merger, Gannett will no longer be a publicly held company. Following the merger, Gannett common stock will be delisted from the NYSE and will be deregistered under the Exchange Act, after which Gannett will no longer be required under SEC rules and regulations to file periodic reports with the SEC in respect of Gannett common stock.
Q:Why am I receiving this joint proxy statement/prospectus?
A:You are receiving this joint proxy statement/prospectus because you were a stockholder of New Media or Gannett as of the close of business on the record date for the New Media special meeting or the Gannett special meeting, respectively.
   
The merger cannot be completed unless, among other things, New Media stockholders approve the transactions contemplated by the merger agreement, including the issuance of shares of New Media common stock to Gannett stockholders in connection with the merger (which is referred to as the Share Issuance), and Gannett stockholders approve the proposal to adopt the merger agreement.
   
This joint proxy statement/prospectus serves as the proxy statement through which New Media and Gannett will provide their respective stockholders with important information regarding their respective special meetings, the merger and the transactions contemplated by the merger agreement, and solicit proxies to obtain the necessary stockholder approvals. It also serves as the prospectus by which New Media will offer and issue shares of New Media common stock as consideration in the merger.
   
New Media and Gannett will hold separate special meetings to obtain these approvals. This joint proxy statement/prospectus contains important information about the merger and the special meetings, and you should read it carefully and in its entirety. The enclosed voting materials allow you to vote your shares without attending your company’s special meeting. Your vote is important. We encourage you to vote as soon as possible.
Q:What will Gannett stockholders receive in the merger?
A:At the effective time of the merger, each share of Gannett common stock issued and outstanding immediately prior to the effective time (other than (1) shares held by Gannett as treasury shares or by Merger Sub or Intermediate Holdco (“cancelled shares”), (2) shares held by New Media or any of its direct or indirect wholly owned subsidiaries other than Merger Sub or Intermediate Holdco or by any direct or indirect wholly owned subsidiary of Gannett (together with the cancelled shares, the “excluded shares”) and (3) shares of Gannett common stock with respect to which appraisal rights are properly exercised and not withdrawn or otherwise lost (“dissenting shares”) under the DGCL) will be automatically converted into (a) 0.5427 of a fully paid and nonassessable share of New Media common stock (the “stock

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consideration”), subject to the treatment of fractional shares described below, and (b) the right to receive $6.25 in cash, without interest, subject to applicable withholding taxes. We refer to the foregoing stock consideration and cash consideration, together with any cash paid in lieu of fractional shares of New Media common stock, collectively as the “merger consideration”.
   
Gannett stockholders will not receive any fractional shares of New Media common stock in the merger. Each Gannett stockholder that otherwise would have been entitled to receive a fraction of a share of New Media common stock will receive, in lieu thereof, cash, without interest, and subject to applicable withholding taxes, in an amount equal to such fractional amount multiplied by the volume weighted averages of the trading prices of New Media common stock on the NYSE on each of the five consecutive trading days ending on (and including) the trading day that is three trading days prior to the date of the effective time, rounded down to the nearest penny (the “New Media closing price”).

Q:What will happen to outstanding Gannett equity awards in the merger?
A:For information regarding treatment of Gannett equity awards, see the section entitled “The Merger—Treatment of Gannett Equity Awards” beginning on page [  ].
Q:If I am a Gannett stockholder, how will I receive the merger consideration to which I am entitled?
A:If you are a stockholder of record of one or more certificates of Gannett common stock, after the effective time, the exchange agent will send you a letter of transmittal and customary instructions for surrendering your certificates. Upon surrender of the certificates to the exchange agent, together with the executed letter of transmittal and such other documents as the exchange agent may reasonably require, you will receive the merger consideration. If you hold uncertificated Gannett common stock, you will not be required to take any action to receive the merger consideration. For additional information, see the section entitled “The Merger—Conversion of Shares; Exchange of Shares; No Fractional Shares; Withholding Taxes” beginning on page [  ].
Q:What will happen to New Media common stock in the merger?
A:If the merger is completed, New Media stockholders will not receive any merger consideration as a result of the merger and will continue to own their existing shares of New Media common stock.
Q:What percentage of New Media’s common stock will Gannett stockholders own following the merger?
A:Based on the estimated number of shares of New Media common stock and Gannett common stock outstanding on [      ], 2019, the record date for the special meetings, New Media and Gannett estimate that, upon completion of the merger, former Gannett stockholders will own approximately 49.5% of the outstanding shares of New Media common stock.
Q:When and where will the special meetings be held?
A:New Media Stockholders: The New Media special meeting will be held at [      ] on [      ], 2019 at [      ], local time.
   
Gannett Stockholders: The Gannett special meeting will be held at [      ] on [      ], 2019 at [      ], local time.
Q:Who is entitled to vote at the special meetings?
A:New Media Stockholders: Only stockholders of record of New Media common stock at the close of business on [      ], 2019 are entitled to vote at the New Media special meeting and any adjournment or postponement of the New Media special meeting.
   
Gannett Stockholders: Only stockholders of record of Gannett common stock at the close of business on [      ], 2019 are entitled to vote at the Gannett special meeting and any adjournment or postponement of the Gannett special meeting.

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Q:What proposals will be considered at the special meetings?
A:New Media Stockholders: At the New Media special meeting, New Media stockholders will be asked to vote on the following:
a proposal to approve the transactions contemplated by the merger agreement, including the Share Issuance (which is referred to as the Transactions Proposal); and
a proposal to adjourn the New Media special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Transactions Proposal (which is referred to as the New Media Adjournment Proposal).

Gannett Stockholders: At the Gannett special meeting, Gannett stockholders will be asked to vote on the following:

a proposal to adopt the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus (which is referred to as the Merger Proposal);
a proposal on an advisory (non-binding) basis to approve the compensation that may be paid or become payable to Gannett’s named executive officers in connection with merger (which is referred to as the Compensation Proposal); and
a proposal to adjourn the Gannett special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal (which is referred to as the Gannett Adjournment Proposal).
Q:How does the New Media Board recommend that I vote?
A:The New Media Board, following the unanimous recommendation of the Transaction Committee, has unanimously (with Mr. Reed abstaining from the vote on the Amended Management Agreement) determined that the merger agreement and the transactions contemplated by the merger agreement, including the Share Issuance, are advisable and in the best interests of New Media and its stockholders, approved the merger agreement and the transactions contemplated by the merger agreement and resolved to recommend that the holders of New Media common stock approve the transactions contemplated by the merger agreement, including the Share Issuance.
   
The Transaction Committee and the New Media Board each recommends that New Media stockholders vote “FOR” the Transactions Proposal and “FOR” the New Media Adjournment Proposal.
Q:How does the Gannett Board recommend that I vote?
A:The Gannett Board has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of Gannett and its stockholders, approved the merger agreement and the transactions contemplated by the merger agreement and resolved to recommend that the holders of Gannett common stock adopt the merger agreement.
   
The Gannett Board recommends that Gannett stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Gannett Adjournment Proposal.
Q:How do I vote?
A:If you are a stockholder of record of New Media as of the close of business on the record date for the New Media special meeting or a stockholder of record of Gannett as of the close of business on the record date for the Gannett special meeting, you may vote in person by attending your special meeting or, to ensure your shares are represented at the meeting, you may vote by:
accessing the internet website specified on your proxy card;
calling the toll-free number specified on your proxy card; or
marking, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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If you hold New Media or Gannett shares in the name of a broker or other nominee, please follow the voting instructions provided by your broker or other nominee to ensure that your shares are represented at your special meeting.

If you hold Gannett shares through the Gannett 401(k) plan, you have the right to provide instructions to the trustee of the plan on how you wish the shares of Gannett common stock credited to your account to be voted. You may submit such instructions by marking, signing, dating and returning the voting instruction form provided by the trustee. For your convenience, you may also submit your instructions via the internet or by telephone by following the instructions on the voting instruction form. To vote your shares held in Gannett’s 401(k) plan, you must provide appropriate voting instructions by no later than [      ] on [      ], 2019.

Q:What constitutes a quorum at the special meetings?
A:New Media Stockholders: The presence of New Media stockholders who represent a majority of New Media’s common stock issued and outstanding and entitled to vote at the New Media special meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the New Media special meeting.
   
Abstentions will be included in the calculation of the number of shares of New Media common stock represented at the New Media special meeting for purposes of determining whether a quorum has been achieved. Because brokers and other nominees are not entitled to vote on the proposals absent specific instructions from the beneficial owner, shares held by brokers or other nominees for which voting instructions have not been provided will not be included in the calculation of the number of shares of New Media common stock represented at the New Media special meeting for purposes of determining whether a quorum has been achieved.
   
Gannett Stockholders: The presence of Gannett stockholders who represent a majority of Gannett’s common stock issued and outstanding and entitled to vote at the Gannett special meeting must be present in person or represented by proxy to constitute a quorum for the transaction of business at the Gannett special meeting.
   
Abstentions will be included in the calculation of the number of shares of Gannett common stock represented at the Gannett special meeting for purposes of determining whether a quorum has been achieved. Because brokers and other nominees are not entitled to vote on the proposals absent specific instructions from the beneficial owner, shares held by brokers or other nominees for which voting instructions have not been provided will not be included in the calculation of the number of shares of Gannett common stock represented at the Gannett special meeting for purposes of determining whether a quorum has been achieved.
Q:What vote is required for each proposal?
A:New Media Stockholders:
Approval of the Transactions Proposal requires the affirmative vote of holders of a majority of the outstanding shares of New Media common stock entitled to vote thereon at the New Media special meeting, disregarding any votes cast by any Fortress Stockholders. This means that any votes cast by any Fortress Stockholders will be excluded from both the numerator and the denominator of this calculation.
Approval of the New Media Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of New Media common stock present in person or represented by proxy at the New Media special meeting and entitled to vote thereon.

Gannett Stockholders:

Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Gannett common stock entitled to vote thereon at the Gannett special meeting.

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Approval of the Compensation Proposal requires the affirmative vote of a majority of the votes cast on such proposal by holders of Gannett common stock present in person or represented by proxy at the Gannett special meeting and entitled to vote thereon. Because the vote on the Compensation Proposal is advisory only, it will not be binding on New Media and Gannett.
Approval of the Gannett Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Gannett common stock present in person or represented by proxy at the Gannett special meeting and entitled to vote thereon.
Q:How many votes do I have?
A:New Media Stockholders: You are entitled to one vote for each share of New Media common stock that you owned as of the close of business on the record date for the New Media special meeting. As of the close of business on the record date, there were [ ] shares of New Media common stock outstanding and entitled to vote at the New Media special meeting.
   
Gannett Stockholders: You are entitled to one vote for each share of Gannett common stock that you owned as of the close of business on the record date for the Gannett special meeting. As of the close of business on the record date, there were [ ] shares of Gannett common stock outstanding and entitled to vote at the Gannett special meeting.
Q:What will happen if I fail to vote or vote to abstain from voting?
A:New Media Stockholders: If you are a New Media stockholder and fail to vote or fail to instruct your broker or other nominee to vote, or vote to abstain from voting, on the Transactions Proposal, it will have the same effect as a vote against the Transactions Proposal. If you are a New Media stockholder and fail to vote or fail to instruct your broker or other nominee to vote on the New Media Adjournment Proposal, it will have no effect, assuming a quorum is present; however, if you vote to abstain on the New Media Adjournment Proposal, it will have the same effect as a vote against the New Media Adjournment Proposal.
   
Gannett Stockholders: If you are a Gannett stockholder and fail to vote or fail to instruct your broker or other nominee to vote, or vote to abstain from voting, on the Merger Proposal, it will have the same effect as a vote against the Merger Proposal. If you are a Gannett stockholder and fail to vote or fail to instruct your broker or other nominee to vote, or vote to abstain from voting, on the Compensation Proposal, it will have no effect, assuming a quorum is present. If you are a Gannett stockholder and fail to vote or fail to instruct your broker or other nominee to vote on the Gannett Adjournment Proposal, it will have no effect, assuming a quorum is present; however, if you vote to abstain on the Gannett Adjournment Proposal, it will have the same effect as a vote against the Gannett Adjournment Proposal.
   
Please note: If you hold Gannett shares through the Gannett 401(k) plan and you do not submit a validly executed voting instruction form or otherwise validly submit any voting instructions to the trustee by [      ] on [      ], 2019, your shares will be voted by the trustee of the plan in the same proportion as instructions provided to the trustee by other participants in the plan.
Q:If my shares are held in “street name” by my broker, will my broker automatically vote my shares for me?
A:No. If you hold your shares in a stock brokerage account or if your shares are held by a bank or other nominee (that is, in “street name”), your broker or other nominee cannot vote your shares at the special meetings without instructions from you.
   
You should instruct your broker or other nominee as to how to vote your shares, following the directions that your broker or other nominee provided to you. Please check the voting form used by your broker or other nominee. If you do not provide your broker or other nominee with instructions, your shares will not be counted for purposes of determining a quorum at the applicable special meeting and they will not be voted on any proposal at the applicable special meeting.
   

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Please note that you may not vote shares held in “street name” by returning a proxy card directly to New Media or Gannett or by voting in person at your special meeting unless you provide a “legal proxy”, which you must obtain from your broker or other nominee.

Q:What will happen if I return my proxy card or voting instruction form without indicating how to vote?
A:If you are a record stockholder and you return your proxy card without indicating how to vote on any particular proposal, the New Media common stock or Gannett common stock represented by your proxy card will be voted as recommended by the New Media Board or the Gannett Board, as applicable.
   
If you hold your shares in “street name” by your broker or other nominee or through the Gannett 401(k) plan and you return your voting instruction form without indicating how to vote on any particular proposal, the New Media common stock or Gannett common stock represented thereby will be voted as described on the applicable voting instruction form.
Q:What does it mean if I receive multiple proxy cards or voting instruction forms?
A:Your shares may be registered in more than one account, such as brokerage accounts and 401(k) accounts. It is important that you complete, sign, date and return each proxy card or voting instruction form you receive or vote using the telephone or the internet as described in the instructions included with each of your proxy card(s) or voting instruction form(s).
Q:Can I change my vote after having returned a proxy card or voting instruction form?
A:Yes. If you are a stockholder of record, you can change your vote at any time before your proxy is voted at the applicable special meeting in one of three ways:
you can send a written notice of revocation, bearing a later date than your original proxy;
you can grant a new, valid proxy bearing a later date than your original proxy (including by telephone or through the internet); or
you can attend your special meeting and vote in person, which will automatically cancel any proxy previously given, or you may revoke your proxy in person, but your attendance alone will not revoke any proxy that you have previously given.

If you choose to send a written notice of revocation, your notice should be sent to the address below for New Media or Gannett, as applicable, and must be received no later than the beginning of the applicable special meeting.

New Media Investment Group Inc.
c/o Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Gannett Co., Inc.
c/o Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022

If your shares are held in “street name” by your broker or other nominee, you must follow the instructions provided by your broker or other nominee if you wish to change your vote.

If your shares are held through the Gannett 401(k) plan, you may change your vote by submitting new voting instructions to the trustee of the plan no later than [      ] on [      ], 2019. Please follow the directions indicated on the voting instruction form provided by the trustee. Please note that participants in the Gannett 401(k) plan may not vote their plan shares in person at the Gannett special meeting.

Q:Should Gannett stockholders send in stock certificates or other evidence of ownership now?
A:No. If your shares of Gannett common stock are represented by certificates, then after the merger is completed, you will be sent a letter of transmittal with detailed written instructions for exchanging your shares of Gannett common stock for the merger consideration. If your shares of Gannett common stock are held in “street name” by your broker or other nominee, you may receive instructions from your broker or other nominee as to what action, if any, you need to take to effect the surrender of your “street name” shares in exchange for the merger consideration. Do not send in your certificates now.

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Q:What happens if I sell my shares of Gannett common stock after the record date but before the special meeting?
A:The record date for the Gannett special meeting (the close of business on [      ], 2019) is earlier than the date of the Gannett special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of Gannett common stock after the record date but before the date of the Gannett special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration or to demand appraisal rights. In order to receive the merger consideration or demand appraisal rights, you must hold your shares through completion of the merger.
Q:What if I hold shares in both New Media and Gannett?
A:If you are a stockholder of both New Media and Gannett, you will receive two separate packages of proxy materials. A vote cast as a New Media stockholder will not count as a vote cast as a Gannett stockholder, and a vote cast as a Gannett stockholder will not count as a vote cast as a New Media stockholder. Therefore, please separately submit a proxy or voting instructions for each of your New Media and Gannett shares.
Q:Who is the inspector of election?
A:The New Media Board has appointed a representative of [      ] to act as the inspector of election at the New Media special meeting. The Gannett Board has appointed a representative of [      ] to act as the inspector of election at the Gannett special meeting.
Q:Where can I find the voting results of the special meeting?
A:The preliminary voting results, if available, will be announced at the New Media special meeting and the Gannett special meeting, respectively. In addition, within four business days following certification of the final voting results, each of New Media and Gannett intends to file the final voting results of its special meeting with the SEC as a Current Report on Form 8-K.
Q:What will happen if all of the proposals to be considered at the special meetings are not approved?
A:Approval of the Transactions Proposal by New Media stockholders and approval of the Merger Proposal by Gannett stockholders are each conditions to the completion of the merger. As a result, if such approval is not obtained, the merger will not be completed. Approval of the New Media Adjournment Proposal, the Compensation Proposal or the Gannett Adjournment Proposal is not a condition to the completion of the merger.
Q:Are Gannett stockholders entitled to exercise appraisal rights in connection with the merger instead of receiving the merger consideration for shares of Gannett common stock?
A:Yes. Under Delaware law, if the merger is completed and certain other conditions described in this joint proxy statement/prospectus are met, holders of Gannett common stock who do not vote in favor of the adoption of the merger agreement and otherwise comply with the requirements and procedures of Section 262 of the DGCL may exercise their rights of appraisal, which generally entitle stockholders to receive a cash payment equal to the fair value of their Gannett common stock exclusive of any element of value arising from the accomplishment or expectation of the merger, as determined by the Delaware Court of Chancery. The “fair value” could be higher or lower than, or the same as, the merger consideration. For a more detailed description of the appraisal rights available to Gannett stockholders and the procedures required to exercise appraisal rights, see the section entitled “The Merger—Appraisal Rights” beginning on page [  ]. A copy of the full text of Section 262 of the DGCL is attached as Annex F to this joint proxy statement/prospectus.
   
Holders of New Media common stock will not be entitled to rights of appraisal in connection with the merger.
Q:What are the U.S. federal income tax consequences of the merger to U.S. holders of Gannett common stock?
A:The exchange of Gannett common stock pursuant to the merger will be treated as a taxable transaction for stockholders of Gannett for U.S. federal income tax purposes. Therefore, a U.S. holder (as defined below in

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the section entitled “Material U.S. Federal Income Tax Consequences—General” beginning on page [  ]) of Gannett common stock who receives the merger consideration in exchange for such U.S. holder’s shares of Gannett common stock pursuant to the merger generally will recognize capital gain or loss equal to the difference, if any, between (1) the sum of the cash and the fair market value of any shares of New Media common stock received by such U.S. holder in the merger and (2) the U.S. holder’s adjusted tax basis in its Gannett common stock exchanged therefor.
   
Except in certain circumstances described in “Material U.S. Federal Income Tax Consequences—The Merger”, a Non-U.S. holder (as defined below in the section entitled “Material U.S. Federal Income Tax Consequences—General” beginning on page [  ]) of Gannett common stock generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the exchange of Gannett common stock for any shares of New Media common stock and cash in the merger.
   
In certain circumstances, Gannett common stockholders who also own shares of New Media common stock at the time of the merger, taking into account the application of certain constructive ownership rules, may have tax consequences that differ materially from those described above as a result of the application of Section 304 of the Internal Revenue Code of 1986, as amended (the “Code”). All references in this joint proxy statement/prospectus to “Section 304” are to Section 304 of the Code. As described further below under “Material U.S. Federal Income Tax Consequences—The Merger—Special Consequences of the Merger to Holders of Gannett Common Stock That Also Own New Media Common Stock” beginning on page [  ], such stockholders may be required to include the entire amount of the cash consideration received in the merger as dividend income. Non-U.S. holders may be subject to U.S. federal income and withholding tax on such dividend income. In addition, because of the uncertainty regarding the application of Section 304 and the possibility of dividend treatment, withholding agents may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any cash consideration paid to a Non-U.S. holder in the merger, regardless of whether the Non-U.S. holder also owns shares of New Media common stock at the time of the merger. Holders are urged to consult their tax advisors regarding the application of Section 304 to them based on their particular circumstances, as well as any actions that may be taken to mitigate any potential adverse tax consequences.
   
Please refer to “Material U.S. Federal Income Tax Consequences—The Mergerbeginning on page [  ] for a more complete description of the material U.S. federal income tax consequences of the merger. Determining the actual tax consequences of the merger to you may be complex and will depend on your specific situation. You are urged to consult your tax advisor for a full understanding of the U.S. federal income tax consequences of the merger to you, as well as the particular tax consequences to you of the merger under any state, local or non-U.S. income or other tax laws.

Q:What happens if the merger is not completed?
A:If the merger is not completed, Gannett stockholders will not receive any consideration for their shares. Instead, Gannett and New Media will remain independent public companies, and shares of Gannett and New Media common stock will continue to be independently listed and traded on the NYSE. Under certain circumstances, Gannett or New Media may be required to pay the other party a termination fee in accordance with the merger agreement. The termination fees are described in more detail in “The Merger Agreement—Termination Fees; Expenses” beginning on page [  ].
Q:Will New Media and Gannett stockholders still be paid dividends prior to the merger?
A:Prior to the closing of the merger, each of New Media and Gannett intends to continue to pay its regular quarterly dividend.
Q:When do you expect the merger to be completed?
A:New Media and Gannett hope to complete the merger as soon as reasonably practicable and are working to complete the merger in the fourth quarter of 2019. However, the merger is subject to regulatory clearances and other conditions, and it is possible that factors outside the control of both companies could result in the merger being completed at a later time, or not at all. We cannot presently determine the length of time between the New Media special meeting and the Gannett special meeting and the completion of the merger.

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Q:Is New Media’s obligation to complete the merger subject to New Media receiving financing?
A:No. New Media’s obligations under the merger agreement are not subject to any condition regarding its ability to finance, or obtain financing for, the merger. For more information regarding financing of the merger, see the section entitled “The Merger—Financing of the Transaction and Treatment of Existing Debt” beginning on page [  ].
Q:What is the Amended Management Agreement?
A:In connection with the merger, New Media and the Manager entered into the Amended Management Agreement, the form of which is attached as Exhibit A to the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus, which will be effective at closing of the merger and will replace the Existing Management Agreement. It is a condition to Gannett’s obligations to effect the merger that the Amended Management Agreement is not amended, restated or otherwise modified at or prior to the effective time. For more information regarding the Amended Management Agreement, see the section entitled “The Merger—The Amended Management Agreement” beginning on page [  ].
Q:Are there any risks in the merger or Share Issuance that I should consider?
A:Yes. There are risks associated with all business combinations, including the merger and the related Share Issuance. These risks are discussed in more detail in the section entitled “Risk Factors” beginning on page [  ].
Q:Who can help answer my questions?
A:New Media or Gannett stockholders who have questions about the merger, the Share Issuance or the other business to be voted on at the special meetings or desire additional copies of this joint proxy statement/prospectus or additional proxy cards should contact:
if you are a New Media stockholder:
if you are a Gannett stockholder:
   
 
Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018
Toll-Free: (800) 322-2885
Call Collect: (212) 929-5500
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, NY 10022
Stockholders May Call Toll-Free: (877) 456-3507
Banks and Brokers May Call Collect: (212) 750-5833

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SUMMARY

This summary highlights information contained elsewhere in this joint proxy statement/prospectus and may not contain all the information that is important to you with respect to the merger and the other business being considered at the New Media and Gannett special meetings. New Media and Gannett urge you to read the remainder of this joint proxy statement/prospectus carefully, including the attached annexes, and the other documents to which we have referred you. See also the section entitled “Where You Can Find More Information” beginning on page [  ]. We have included page references in this summary to direct you to a more complete description of the topics presented below.

The Companies

New Media Investment Group Inc.

New Media supports small to mid-size communities by providing locally focused print and digital content to its consumers and premier marketing and technology solutions for its small and medium-sized business (“SMB”) partners, and producing world-class events for the media industry and the communities they serve. New Media has a particular focus on owning and acquiring strong local media assets in small to mid-size markets.

New Media’s current portfolio of media assets spans across 612 markets and 39 states. New Media’s products include 654 community print publications and 612 websites. As of June 30, 2019, New Media reaches over 21 million people per week and serves over 200,000 business customers.

For the SMB category, New Media focuses on leveraging its strong local media brands, its in-market sales force and its high consumer penetration rates to offer technology solutions that allow SMBs to operate efficiently and effectively in a digital world. Central to this business strategy is New Media’s wholly owned subsidiary UpCurve, Inc. (“UpCurve”), which provides guided marketing solutions for SMBs and offers cloud-based products with expert guidance and support.

In 2015, New Media started GateHouse Live, its events and promotions business, to leverage New Media’s local brands to create world-class events in the markets New Media serves. In 2018, GateHouse Live produced over 350 events with a collective attendance over 400,000. In 2018, GateHouse Live also expanded into endurance events that include a network of over 90 marathons, half marathons, other footraces and obstacle course races in the United States, Canada and Mexico with over 250,000 attendees annually. GateHouse Live also offers white label event services for third parties.

New Media’s executive offices are located at 1345 Avenue of the Americas, 45th Floor, New York, New York 10105 and its telephone number is (212) 479-3160. New Media’s website is http://www.newmediainv.com. Information included on the New Media website is not incorporated by reference into this joint proxy statement/prospectus. New Media common stock is currently traded on the NYSE under the symbol “NEWM”.

Gannett Co., Inc.

Gannett is an innovative, digitally focused media and marketing solutions company committed to strengthening and fostering the communities in its network and helping them build relationships with their local businesses. 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 owns ReachLocal, Inc. (a digital marketing solutions company), the USA TODAY NETWORK (made up of USA TODAY and 109 local media organizations in 34 states in the U.S. and Guam, including digital sites and affiliates), Newsquest (a wholly owned subsidiary operating in the United Kingdom with more than 150 local media brands), WordStream, Inc. (a self-service, software-as-a-solution digital marketing services company), and SweetIQ (a digital marketing company).

Gannett’s executive offices are located at 7950 Jones Branch Drive, McLean, Virginia 22107, and its telephone number is (703) 854-6000. Gannett’s website is http://www.gannett.com. Information included on the Gannett website is not incorporated by reference into this joint proxy statement/prospectus. Gannett common stock is currently traded on the NYSE under the symbol “GCI”.

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Arctic Holdings LLC

Intermediate Holdco, a wholly owned subsidiary of New Media, is a Delaware limited liability company that was formed on August 1, 2019 for the sole purpose of effecting the merger. Following the merger, Intermediate Holdco will be the direct parent corporation of Gannett and a wholly owned subsidiary of New Media. Intermediate Holdco’s executive offices are located at 1345 Avenue of the Americas, 45th Floor, New York, New York 10105 and its telephone number is (212) 479-3160.

Arctic Acquisition Corp.

Merger Sub, a wholly owned subsidiary of Intermediate Holdco, is a Delaware corporation that was formed on August 1, 2019 for the sole purpose of effecting the merger. In the merger, Merger Sub will be merged with and into Gannett, with Gannett surviving as a wholly owned subsidiary of Intermediate Holdco and an indirect wholly owned subsidiary of New Media. Merger Sub’s executive offices are located at 1345 Avenue of the Americas, 45th Floor, New York, New York 10105 and its telephone number is (212) 479-3160.

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The Merger

A copy of the merger agreement is attached as Annex A to this joint proxy statement/prospectus. New Media and Gannett encourage you to read the entire merger agreement carefully because it is the principal document governing the merger. For more information on the merger agreement, see the section entitled “The Merger Agreement” beginning on page [  ].

Structure of the Merger (see page [  ])

The merger agreement provides that, subject to the terms and conditions of the merger agreement and in accordance with the DGCL, Merger Sub will merge with and into Gannett, with Gannett continuing as the surviving entity. As a result of the merger, Gannett will become a direct wholly owned subsidiary of Intermediate Holdco and an indirect wholly owned subsidiary of New Media.

Merger Consideration (see page [  ])

As a result of the merger, each share of Gannett common stock outstanding immediately prior to the effective time, other than excluded shares and dissenting shares, will be automatically converted into (1) 0.5427 of a share of New Media common stock and (2) the right to receive $6.25 in cash, without interest, subject to applicable withholding taxes. Gannett stockholders will not receive any fractional shares of New Media common stock in the merger. Each Gannett stockholder that would otherwise have been entitled to receive a fraction of a share of New Media common stock will receive, in lieu thereof, cash, without interest, and subject to applicable withholding taxes, in an amount equal to such fractional amount multiplied by the volume weighted averages of the trading prices of New Media common stock on the NYSE on each of the five consecutive trading days ending on (and including) the trading day that is three trading days prior to the date of the effective time, rounded down to the nearest penny.

Recommendations of the New Media Board and the Transaction Committee (see page [  ])

The Transaction Committee unanimously (1) determined that the merger agreement is advisable and fair to, and in the best interests of, New Media and its stockholders and (2) adopted resolutions recommending that the New Media Board approve and declare the advisability of the merger agreement and the consummation of the transactions contemplated by the merger agreement and that New Media stockholders approve the transactions contemplated by the merger agreement.

The New Media Board, upon the unanimous recommendation of the Transaction Committee, unanimously (with Mr. Reed abstaining from the vote on the Amended Management Agreement) (1) determined that the merger agreement is advisable and fair to, and in the best interests of, New Media and its stockholders, (2) adopted resolutions approving the execution, delivery and performance by New Media of the merger agreement and declaring the advisability of the merger agreement and (3) adopted resolutions recommending that the holders of New Media common stock approve the transactions contemplated by the merger agreement.

The Transaction Committee and New Media Board each recommends that New Media stockholders vote “FOR” the Transactions Proposal and “FOR” the New Media Adjournment Proposal.

Recommendation of the Gannett Board (see page [  ])

The Gannett Board unanimously (1) determined that the merger agreement is advisable and in the best interests of Gannett and its stockholders, (2) adopted resolutions approving the execution, delivery and performance by Gannett of the merger agreement and (3) adopted resolutions recommending that holders of Gannett common stock adopt the merger agreement.

The Gannett Board recommends that Gannett stockholders vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Gannett Adjournment Proposal.

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Opinion of New Media’s Financial Advisor (see page [  ])

On August 5, 2019, Credit Suisse, financial advisor to New Media, rendered its oral opinion to the New Media Board (which was subsequently confirmed in writing by delivery of Credit Suisse’s written opinion addressed to the New Media Board dated the same date) to the effect that, as of August 5, 2019 and based upon and subject to various assumptions, matters considered and limitations described in such opinion, the merger consideration to be paid by New Media in the merger pursuant to the merger agreement was fair, from a financial point of view, to New Media.

The full text of the written opinion of Credit Suisse, dated August 5, 2019, which sets forth, among other things, the procedures followed, assumptions made, matters considered and limitations on the scope of review undertaken, is attached as Annex B to this joint proxy statement/prospectus. Credit Suisse’s opinion was provided to the New Media Board (in its capacity as such) for its information in connection with its evaluation of the merger consideration and only addressed the fairness, from a financial point of view, to New Media of the merger consideration to be paid by New Media in the merger pursuant to the merger agreement and did not address any other aspect of the proposed merger, including the relative merits of the merger as compared to alternative transactions or strategies that might be available to New Media, the underlying business decision of New Media to proceed with the merger, the fairness of the merger consideration to Fortress and its affiliates, or the terms of the Existing Management Agreement or the Amended Management Agreement or the obligations of the Manager and New Media thereunder. The opinion does not constitute advice or a recommendation to any New Media stockholder or any other security holder of New Media as to how such stockholder or security holder should vote or act on any matter relating to the proposed merger or otherwise.

Pursuant to an engagement letter between New Media and Credit Suisse, New Media has agreed to pay Credit Suisse for its financial advisory services to New Media in connection with the proposed merger an aggregate fee of $13 million, of which $3 million was payable upon delivery of Credit Suisse’s opinion and $10 million is contingent upon completion of the merger.

Opinion of the Transaction Committee’s Financial Advisor (see page [  ])

The Transaction Committee has engaged Jefferies as its financial advisor in connection with the merger. As part of this engagement, Jefferies delivered a written opinion, dated August 5, 2019, to the Transaction Committee as to the fairness, from a financial point of view and as of such date, to New Media of the merger consideration to be paid by New Media pursuant to the merger agreement. The full text of Jefferies’ opinion, which describes various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Jefferies, is attached as Annex C to this joint proxy statement/prospectus. Jefferies’ opinion was provided for the use and benefit of the Transaction Committee (in its capacity as such) in its evaluation of the merger consideration from a financial point of view and did not address any other aspect of the merger or any other matter. Jefferies’ opinion did not address the relative merits of the merger or other transactions contemplated by the merger agreement as compared to any alternative transaction or opportunity that might be available to New Media, nor did it address the underlying business decision by New Media to engage in the merger or any term, aspect or implication of any management and advisory agreement (or amendment thereto or related arrangements) entered into in connection with, or contemplated by or resulting from, the merger or otherwise. Jefferies’ opinion did not constitute a recommendation as to how the Transaction Committee or the New Media Board, and does not constitute a recommendation as to how any securityholder, should vote or act with respect to the merger or any other matter. The summary of Jefferies’ opinion is qualified in its entirety by reference to the full text of Jefferies’ opinion.

New Media has agreed to pay Jefferies for its financial advisory services to the Transaction Committee in connection with the merger an aggregate fee of $3 million, of which $1.5 million was payable upon delivery of Jefferies’ opinion to the Transaction Committee and $1.5 million is payable contingent upon consummation of the merger.

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Opinions of Gannett’s Financial Advisors (see page [  ])

Opinion of Greenhill & Co., LLC

At a meeting of the Gannett Board held on August 4, 2019, Greenhill rendered to the Gannett Board an oral opinion, confirmed by delivery of a written opinion, dated August 4, 2019, to the effect that, as of such date and subject to and based on the various assumptions made, procedures followed, matters considered and qualifications and limitations of the review set forth in the written opinion, the merger consideration to be received by the holders of Gannett common stock pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of the written opinion of Greenhill, dated August 4, 2019, which sets forth the assumptions made, procedures followed, matters considered and qualifications and limitations of the review undertaken in connection with the opinion, is attached as Annex D of this joint proxy statement/prospectus. The summary of the Greenhill opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of the opinion. Greenhill provided advisory services and its opinion for the information and assistance of the Gannett Board in connection with its consideration of the proposed merger. Greenhill’s opinion is not a recommendation as to how any holder of shares of Gannett common stock should vote with respect to matters related to the proposed merger, or any other matter.

Pursuant to an engagement letter between Gannett and Greenhill, Gannett has agreed to pay Greenhill a transaction fee for its services in connection with the merger, the calculation of which will be based in part on the value of New Media common stock to be issued in the merger. The amount of such transaction fee is estimated to be approximately $17.5 million (based on the closing share price of New Media common stock on August 26, 2019), $2.5 million of which became payable upon the delivery of Greenhill’s opinion and the rest of which is contingent upon completion of the merger.

Opinion of Goldman Sachs & Co. LLC

At a meeting of the Gannett Board held on August 4, 2019, representatives of Goldman Sachs rendered to the Gannett Board the oral opinion of Goldman Sachs, subsequently confirmed by delivery of a written opinion, dated August 5, 2019, to the Gannett Board, to the effect that, as of the date of Goldman Sachs’ written opinion and based upon and subject to the factors and assumptions set forth in Goldman Sachs’ written opinion, the merger consideration to be paid to the holders (other than New Media and Fortress and their respective affiliates) of shares of Gannett common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

The full text of the written opinion of Goldman Sachs, dated August 5, 2019, which sets forth the assumptions made, procedures followed, matters considered, qualifications and limitations on the review undertaken in connection with the opinion, is attached as Annex D to this joint proxy statement/prospectus. The summary of Goldman Sachs’ opinion contained in this joint proxy statement/prospectus is qualified in its entirety by reference to the full text of Goldman Sachs’ written opinion. Goldman Sachs’ advisory services and opinion were provided for the information and assistance of the Gannett Board in connection with its consideration of the merger and the opinion does not constitute a recommendation as to how any Gannett stockholder should vote with respect to the merger or any other matter.

Pursuant to an engagement letter between Gannett and Goldman Sachs, Gannett has agreed to pay Goldman Sachs a transaction fee for its services in connection with the merger, the calculation of which will be based in part on the value of New Media common stock to be issued in the merger. The amount of such transaction fee is estimated to be approximately $17.5 million (based on the closing share price of New Media common stock on August 26, 2019), all of which is contingent upon consummation of the merger.

Interests of New Media Directors and Executive Officers in the Merger (see page [  ])

In considering the recommendation of the New Media Board to vote “FOR” the Transactions Proposal and “FOR” the New Media Adjournment Proposal, stockholders should be aware that certain members of the New Media Board and certain executive officers of New Media may have interests in the transactions contemplated by the merger agreement that may be in addition to, or different from, their interests as New Media stockholders.

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These interests may create the appearance of conflicts of interest. The New Media Board was aware of these potential conflicts of interest during its deliberations on the merits of the transactions contemplated by the merger agreement and in making its decision to approve the merger agreement and the transactions contemplated by the merger agreement.

Each of the current members of the New Media Board will continue as a director of New Media following the closing of the merger. Additionally, New Media expects that all of New Media’s current executive officers will remain executive officers following the closing of the merger. Also in connection with the execution of the merger agreement, New Media and the Manager entered into the Amended Management Agreement, which will provide for certain issuances of New Media common stock and grants of New Media common stock options to the Manager upon the effective time and opportunities for the Manager to continue to receive incentive payments and management fees through December 31, 2021. Certain executive officers of New Media are affiliated with the Manager and may have interests in the Amended Management Agreement associated with benefits running to Fortress in connection therewith, which may in turn affect compensation arrangements between Fortress and such executive officers. The New Media Board, anticipating that certain terms of the Existing Management Agreement may be amended in connection with the merger, among other reasons, formed the Transaction Committee, to direct and oversee the negotiation of any transaction terms.

In addition, New Media and Gannett have agreed that New Media may implement a cash- and equity-based retention program for the benefit of New Media employees in an aggregate amount not to exceed $5 million. As of the date of this joint proxy statement/prospectus, none of the New Media executive officers have been granted a retention award pursuant to such retention program.

The transactions contemplated by the merger agreement will not result in a “change in control” for purposes of any New Media equity-based awards or employment-related agreements, and so no payments, accelerated vesting or benefit enhancements will be triggered under such awards or agreements by the transactions contemplated by the merger agreement.

Interests of Gannett Directors and Executive Officers in the Merger (see page [  ])

In considering the recommendation of the Gannett Board to vote “FOR” the Merger Proposal, “FOR” the Compensation Proposal and “FOR” the Gannett Adjournment Proposal, stockholders should be aware that certain of Gannett’s non-employee directors and executive officers have economic interests in the merger that are different from, or in addition to, those of Gannett’s stockholders generally. These interests include, among others: (1) the continued employment of Gannett executive officers with the combined company, (2) the continued service of certain non-employee members of the Gannett Board as directors of New Media, (3) the treatment of equity awards and cash-based performance units, including the potential accelerated vesting of such awards in the event of a qualifying termination of employment following the merger, (4) the potential enhanced severance benefits for executive officers in the event of a qualifying termination of employment following the merger and (5) continuing indemnification rights of non-employee members of the Gannett Board and Gannett executive officers following the merger. The Gannett Board was aware of and considered those interests, among other matters, in determining that the merger agreement and the transactions contemplated by the merger agreement, including the merger, are advisable and in the best interests of Gannett and its stockholders, approving the merger agreement and the transactions contemplated by the merger agreement and resolving to recommend that the holders of Gannett common stock adopt the merger agreement.

Treatment of Gannett Equity Awards (see page [  ])

At the effective time:

Gannett Stock Options. Each outstanding option to purchase shares of Gannett common stock (each, a “Gannett Stock Option”) will be cancelled and converted into the right to receive, with respect to each share of Gannett common stock underlying such Gannett Stock Option, a cash payment equal to the excess of (1) the sum of (a) the cash consideration and (b) an amount equal to the product of the exchange ratio and the New Media closing price over (2) the exercise price per share of Gannett common stock subject to such option.
Gannett Employee RSUs. Each outstanding Gannett restricted stock unit award (other than each Gannett Performance Share Unit, Gannett Director RSU or Gannett Phantom Share Unit, as defined below) with

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respect to shares of Gannett common stock (each, a “Gannett Employee RSU”) will be converted into a restricted stock unit award with respect to shares of New Media common stock subject to the same terms and conditions as were applicable to such Gannett Employee RSU immediately prior to the effective time. The number of shares of New Media common stock subject to each converted Gannett Employee RSU will be determined by multiplying the number of shares of Gannett common stock subject to the Gannett Employee RSU by the equity award exchange ratio, and rounding to the nearest whole number. Under the merger agreement, the “equity award exchange ratio” is (1) the exchange ratio (0.5427) plus (2) the quotient obtained by dividing $6.25 by the New Media closing price.

Gannett Performance Share Units. Each outstanding performance share award with respect to shares of Gannett common stock that is subject to performance-based vesting conditions (each, a “Gannett Performance Share Unit”) will be converted into a restricted stock unit award with respect to shares of New Media common stock subject to the same terms and conditions as were applicable to such Gannett Performance Share Unit immediately prior to the effective time (except that such restricted stock unit award will be subject only to service-based vesting conditions and no longer subject to achievement of applicable performance goals). In the case of any Gannett Performance Share Unit granted within one year of the closing date, the number of shares of New Media common stock subject to each converted Gannett Performance Share Unit will be determined by multiplying (1) the number of shares of Gannett common stock subject to such Gannett Performance Share Unit based on the target level of performance by (2) the equity award exchange ratio, and rounding to the nearest whole number. In the case of any Gannett Performance Share Unit granted more than one year prior to the closing date, the number of shares of New Media common stock subject to each converted Gannett Performance Share Unit will be determined by multiplying (1) the number of shares of Gannett common stock subject to such Gannett Performance Share Unit based on the actual level of performance as of the closing date, as determined in good faith by the Executive Compensation Committee of the Gannett Board, by (2) the equity award exchange ratio, and rounding the resulting number to the nearest whole number.
Gannett Phantom Share Units. Each outstanding Gannett phantom share unit subject to a Gannett deferred compensation plan with a value equal to the value of a share of Gannett common stock, whether payable in cash or shares of Gannett common stock (each, a “Gannett Phantom Share Unit”), will be converted into a New Media phantom share unit with the same terms and conditions as were applicable to the Gannett Phantom Share Unit immediately prior to the effective time (including with respect to timing of payment), but with a value equal to the value of a share of New Media common stock. The number of shares of New Media common stock subject to each converted Gannett Phantom Share Unit will be determined by multiplying (1) the number of shares of Gannett common stock subject to the Gannett Phantom Share Unit immediately prior to the effective time by (2) the equity award exchange ratio, and rounding to the nearest whole number.

In addition, as of immediately prior to the effective time:

Gannett Director RSUs. Each outstanding restricted stock unit award with respect to shares of Gannett common stock that is held by a non-employee member of the Gannett Board (each, a “Gannett Director RSU”) will be fully accelerated, and at the effective time, the holder thereof will be entitled to receive the merger consideration with respect to each share of Gannett common stock subject to such Gannett Director RSU and each dividend equivalent unit in respect of such Gannett Director RSU.
Gannett Restricted Stock Awards. The transferability restrictions applicable to each outstanding restricted stock award with respect to shares of Gannett common stock (each, a “Gannett RSA”) will lapse, and at the effective time, the holder thereof will be entitled to receive the merger consideration with respect to each share of Gannett common stock granted pursuant to such Gannett RSA.

Material U.S. Federal Income Tax Consequences (see page [  ])

The exchange of Gannett common stock pursuant to the merger will be treated as a taxable transaction for stockholders of Gannett for U.S. federal income tax purposes. Therefore, a U.S. holder (as defined below in the section entitled “Material U.S. Federal Income Tax Consequences—General” beginning on page [  ]) of Gannett common stock who receives the merger consideration in exchange for such U.S. holder’s shares of Gannett

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common stock pursuant to the merger generally will recognize capital gain or loss equal to the difference, if any, between (1) the sum of the cash and the fair market value of any shares of New Media common stock received by such U.S. holder in the merger and (2) the U.S. holder’s adjusted tax basis in its Gannett common stock exchanged therefor.

Except in certain circumstances described in “Material U.S. Federal Income Tax Consequences—The Merger”, a Non-U.S. holder (as defined below in the section entitled “Material U.S. Federal Income Tax Consequences—General” beginning on page [  ]) of Gannett common stock generally will not be subject to U.S. federal income or withholding tax on any gain recognized on the exchange of Gannett common stock for any shares of New Media common stock and cash in the merger.

In certain circumstances, Gannett common stockholders who also own shares of New Media common stock at the time of the merger than, taking into account the application of certain constructive ownership rules, may have tax consequences that differ materially from those described above as a result of the application of Section 304 of the Internal Revenue Code of 1986, as amended (the “Code”). All references in this joint proxy statement/prospectus to “Section 304” are to Section 304 of the Code. As described further below under “Material U.S. Federal Income Tax Consequences—The Merger—Special Consequences of the Merger to Holders of Gannett Common Stock That Also Own New Media Common Stock” beginning on page [  ], such stockholders may be required to include the entire amount of the cash consideration received in the merger as dividend income. Non-U.S. holders may be subject to U.S. federal income and withholding tax on such dividend income. In addition, because of the uncertainty regarding the application of Section 304 and the possibility of dividend treatment, withholding agents may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any cash consideration paid to a Non-U.S. holder in the merger, regardless of whether the Non-U.S. holder also owns shares of New Media common stock at the time of the merger. Holders are urged to consult their tax advisors regarding the application of Section 304 to them based on their particular circumstances, as well as any actions that may be taken to mitigate any potential adverse tax consequences.

Please refer to “Material U.S. Federal Income Tax Consequences—The Merger” beginning on page [  ] for a more complete description of the material U.S. federal income tax consequences of the merger. Determining the actual tax consequences of the merger to you may be complex and will depend on your specific situation. You are urged to consult your tax advisor for a full understanding of the U.S. federal income tax consequences of the merger to you, as well as the particular tax consequences to you of the merger under any state, local or non-U.S. income or other tax laws.

Governmental and Regulatory Approvals (see page [  ])

The merger is subject to the requirements of the HSR Act, under which New Media and Gannett may not complete the merger until notification and report forms are furnished to the DOJ and the FTC and the HSR Act waiting period is terminated or expires. The merger is also subject to the requirements of the European Union Merger Regulation, under which New Media and Gannett may not complete the merger until a competition filing is made with the European Commission and the merger receives approval by the European Commission.

Each of New Media and Gannett filed its respective HSR Act notification and report with respect to the merger on August 26, 2019. The DOJ is reviewing the merger.

Financing of the Transaction and Treatment of Existing Debt (see page [  ])

New Media’s obligation to close the merger is not conditioned on its ability to obtain financing. New Media expects to finance the cash portion of the merger consideration with a portion of the proceeds of the debt financing described below.

In connection with its entry into the merger agreement, New Media entered into a debt commitment letter, dated August 5, 2019 (the “debt commitment letter”), with Apollo Capital Management, L.P., pursuant to which, subject to the terms and conditions set forth therein, Apollo Capital Management, L.P., on behalf of one or more funds, accounts or other clients managed by Apollo Capital Management, L.P. or its affiliates (such funds, accounts or other clients, together with Apollo Capital Management, L.P., “Apollo”), committed to provide a five-year senior secured term loan facility in an aggregate principal amount of $1.792 billion (the “acquisition term loan facility”). Apollo’s obligations to fund the acquisition term loan facility are subject to several limited

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conditions as set forth in the debt commitment letter, including, among others, the completion of the merger and the refinancing of certain outstanding indebtedness of Gannett and New Media with the proceeds of the acquisition term loan facility.

The Amended Management Agreement (see page [  ])

On August 5, 2019, in connection with the execution of the merger agreement, New Media and the Manager entered into the Amended Management Agreement, the form of which is attached as Exhibit A to the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus. Effective upon the consummation of the merger, the Amended Management Agreement will replace the Existing Management Agreement. It is a condition to Gannett’s obligations to effect the merger that the Amended Management Agreement is not amended, restated or otherwise modified at or prior to the effective time.

In connection with entering into the Amended Management Agreement and the occurrence of the effective time, New Media will issue to the Manager 4,205,607 shares of New Media common stock. The Manager is restricted from selling these shares until the expiration of the Amended Management Agreement, or otherwise upon a change in control and certain other extraordinary events. New Media will also grant to the Manager options to acquire 3,163,264 shares of New Media common stock. These options will have an exercise price of $15.50 and become exercisable upon the first trading day immediately following the first 20 consecutive trading day period in which the closing price of New Media common stock (on its principal U.S. national securities exchange) is at or above $20 per share (subject to adjustment), and also upon a change in control and certain other extraordinary events.

Governance of the Combined Company (see page [  ])

Exhibit C (Governance Matters) to the merger agreement, a copy of which is attached as Annex A to this joint proxy statement/prospectus, contains certain provisions relating to the governance of the combined company following completion of the merger.

Board of Directors

At the effective time, the board of directors of the combined company will consist of nine directors, including:

five directors designated by New Media from among the directors serving on the New Media Board as of immediately prior to the effective time, all of whom must qualify as an “independent director” with respect to New Media, the Manager and Apollo under the rules and regulations of the NYSE (each, an “Independent New Media Director”);
three directors designated by Gannett from among the directors serving on the Gannett Board as of immediately prior to the effective time, all of whom must qualify as an “independent director” with respect to New Media and Gannett under the rules and regulations of the NYSE (each, an “Independent Gannett Director”); and
the Chief Executive Officer (“CEO”) of New Media as of the effective time.

Transformation Committee

Effective prior to or as of the effective time, the New Media Board will create a Transformation Committee whose responsibilities will be to assist the board of the directors of the combined company in achieving the combined company’s and its operating subsidiaries’ digital transformation. As of the effective time, the Transformation Committee will consist of four directors, two of whom will be Independent New Media Directors and two of whom will be Independent Gannett Directors.

Compensation Committee

As of the effective time, the Compensation Committee of the board of directors of the combined company shall consist of three directors, one of whom will be an Independent Gannett Director.

Chief Executive Officer

For any term that would include the period from or after January 1, 2023, the annual reappointment of Michael E. Reed as CEO of New Media will require a vote of two-thirds of the independent directors of the combined company.

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Chief Executive Officer of the Operating Subsidiaries

At the effective time, Gannett’s current CEO, Paul J. Bascobert, will be the CEO of all of New Media’s operating subsidiaries, provided he is still serving as the CEO of Gannett immediately prior to the effective time.

After the effective time, the appointment, reappointment or termination of the individual serving as the CEO of the operating subsidiaries of New Media, or as the principal executive responsible for overseeing and implementing New Media’s and its operating subsidiaries’ digital transformation, will require a vote of two-thirds of the independent directors of combined company.

Headquarters

From and after the effective time, Gannett’s headquarters in McLean, Virginia will serve as the headquarters of the combined company.

Name of Combined Company; Ticker Symbol

Exhibit C (Governance Matters) to the merger agreement requires that as of or within a reasonable time following the effective time, New Media’s operating subsidiaries will begin operating under the “Gannett” brand. Although not required by the terms of the merger agreement, New Media and Gannett have agreed that following the closing of the merger, the combined company will operate under the name “Gannett Co., Inc.” and the ticker symbol of the combined company will be “GCI”.

No Solicitation (see page [  ])

New Media and Gannett have each agreed not to (1) solicit, initiate or knowingly encourage or knowingly facilitate any acquisition proposal (which is described in the section entitled “The Merger AgreementCovenants and AgreementsNo Solicitation” beginning on page [  ]) or knowingly take any action that would reasonably be expected to lead to any acquisition proposal, or endorse any acquisition proposal, (2) enter into any agreement to (a) consummate any acquisition proposal or otherwise relating to any acquisition proposal (other than a confidentiality agreement that would be permitted by the merger agreement), (b) approve or endorse any acquisition proposal or (c) require such party, in connection with any acquisition proposal, to abandon, terminate or fail to consummate the merger, (3) enter into or participate in any discussions or negotiations in connection with any acquisition proposal or inquiry with respect to any acquisition proposal, or furnish to any person non-public information with respect to its business, properties or assets in connection with any acquisition proposal or (4) agree or publicly propose or resolve to take, or take, any of the foregoing actions.

Notwithstanding these restrictions, if prior to the special meeting of its stockholders, New Media or Gannett receives an unsolicited bona fide written acquisition proposal and its board of directors determines in good faith that (1) the acquisition proposal constitutes or would reasonably be expected to result in a superior proposal (which is described in the section entitled “The Merger AgreementCovenants and AgreementsNo Solicitation” beginning on page [  ]) and (2) failure to take such action would be inconsistent with its fiduciary duties of under applicable law, the relevant company may furnish information with respect to itself to, and engage in negotiations or discussions with, the party making the acquisition proposal. New Media and Gannett have agreed to notify each other within 48 hours of the receipt of any acquisition proposal or any request for information that is reasonably likely to lead to an acquisition proposal, or of any determination described in clause (1) or (2) of the preceding sentence by its board of directors. Each party has also agreed to keep the other party informed on a reasonably current basis of the status and material details and substantive discussions (including any amendments or proposed amendments) with respect to any acquisition proposal.

Changes in Board Recommendations (see page [  ])

Each of New Media and Gannett has agreed that its board of directors and any committee thereof (including in the case of New Media, the Transaction Committee) will not (1) change, withdraw, modify, qualify, withhold or amend in any manner adverse to the other party the recommendation of the board of directors or, in the case of New Media, the recommendation of the Transaction Committee, that New Media stockholders or Gannett stockholders, as applicable, approve the transactions contemplated by the merger agreement or adopt the merger agreement, respectively (or publicly propose to do so), (2) approve, declare advisable or recommend any acquisition proposal (or publicly propose to do so), (3) fail to include in this joint proxy statement/prospectus the

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recommendation of the board of directors or, in the case of New Media, the recommendation of the Transaction Committee, that New Media stockholders or Gannett stockholders, as applicable, approve the transactions contemplated by the merger agreement or adopt the merger agreement, respectively, (4) make or publicly propose to make any recommendation in connection with a tender offer or exchange offer other than a recommendation against such offer or a customary “stop, look and listen” communication by the board of directors or, in the case of New Media, the Transaction Committee, or (5) after receipt of any acquisition proposal, other than with respect to certain periods applicable to tender or exchange offers, fail to publicly reaffirm the recommendation of the board of directors or, in the case of the New Media, the recommendation of the Transaction Committee, or fail to recommend against an acquisition proposal within five business days after a request by the other party to do so (subject to certain limitations). We refer to any of the above actions as a “change in recommendation”.

Notwithstanding the foregoing, subject to compliance with certain notice and procedural requirements, the New Media Board (or the Transaction Committee) or the Gannett Board, as applicable, may make a change in recommendation at any time prior to the approval of the transactions contemplated by New Media stockholders or adoption of the merger agreement Gannett stockholders, as applicable, in response to (1) an intervening event (which is described in the section entitled “The Merger AgreementCovenants and AgreementsNo Solicitation” beginning on page [  ]), or (2) receipt after the date of the merger agreement of an unsolicited bona fide written acquisition proposal that the board of directors or, in the case of New Media, the Transaction Committee, determines in good faith is a superior proposal, in each case, if the applicable board of directors or, in the case of New Media, the Transaction Committee, has determined in good faith that the failure to take such action would be inconsistent with its fiduciary under applicable law.

For a more complete description of the restrictions on changes in recommendation in the merger agreement, see the section entitled “The Merger AgreementCovenants and AgreementsChanges in Recommendations” beginning on page [  ].

Conditions to the Merger (see page [  ])

Each party’s obligation to effect the merger is subject to the satisfaction or (to the extent permitted by law) waiver by New Media and Gannett at or prior to the effective time of the following conditions:

Gannett Stockholder Approval. Gannett having obtained stockholder approval of the Merger Proposal (which is sometimes referred to as the “Gannett stockholder approval”).
New Media Stockholder Approval. New Media having obtained stockholder approval of the Transactions Proposal (which is sometimes referred to as the “New Media stockholder approval”).
Absence of Legal Restraint. No law or order being in effect having the effect of enjoining, retraining or otherwise prohibiting or making illegal the consummation of the merger.
Absence of Regulatory Proceedings. None of the DOJ, the FTC or the European Commission having instituted a proceeding seeking to enjoin, restrain or otherwise prohibit consummation of the merger.
Regulatory Clearances The waiting period (and any extension thereof) applicable to the merger under the HSR Act having been terminated or having expired, and approval of the merger from European Commission under the European Union Merger Regulation having been received.
NYSE Listing. The shares of New Media common stock to be issued in the merger having been approved for listing on the NYSE, subject to official notice of issuance.
Effectiveness of Registration Statement. The registration statement on Form S-4 of which this joint proxy statement/prospectus forms a part having been declared effective by the SEC under the Securities Act (with no stop order having been issued and no proceeding for that purpose having been initiated or threatened by the SEC).

The obligations of New Media, Intermediate Holdco and Merger Sub to effect the merger are further subject to the satisfaction, or waiver by New Media, at or prior to the effective time of the following additional conditions:

Representations and Warranties. The representations and warranties of Gannett in the merger agreement being true and correct, in each case both when made and at and as of the closing date (except to the extent expressly made as of an earlier date, in which case as of such date), subject in most cases to “materiality” and “material adverse effect” qualifications.

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Covenants. Gannett having performed in all material respects and complied in all material respects with all agreements and covenants required to be performed or complied with by it under the merger agreement at or prior to the effective time.
Officer’s Certificate. New Media having received a certificate of an executive officer of Gannett, dated as of the closing date, certifying that the foregoing two conditions have been satisfied.

The obligations of Gannett to effect the merger are further subject to the satisfaction, or waiver by Gannett, at or prior to the effective time of the following additional conditions:

Representations and Warranties. The representations and warranties of New Media, Intermediate Holdco and Merger Sub in the merger agreement being true and correct, in each case, both when made and at and as of the closing date (except to the extent expressly made as of an earlier date, in which case as of such date), subject in most cases to “materiality” and “material adverse effect” qualifications.
Covenants. New Media having performed in all material respects and complied in all material respects with all agreements and covenants required to be performed or complied with by it under the merger agreement at or prior to the effective time.
Officer’s Certificate. Gannett having received a certificate of an executive officer of New Media, dated as of the closing date, certifying that the foregoing two conditions have been satisfied.
Amended and Restated Management Agreement. The Amended and Restated Management Agreement not being amended, restated or otherwise modified after the date of the merger agreement and remaining in full force and effect in accordance with its terms.

Closing of the Merger (see page [  ])

Unless the merger agreement is terminated, as described in the section entitled “The Merger Agreement—Termination” beginning on page [  ], the closing of the merger will occur on the second business day after the satisfaction or waiver (to the extent permitted by applicable law) of the closing conditions described above (other than those conditions that are to be satisfied at the closing but subject to the satisfaction or waiver of such conditions), or on such other date as agreed to in writing by New Media and Gannett.

Termination (see page [  ])

The merger agreement may be terminated and the merger abandoned at any time prior to the effective time as follows (subject to certain restrictions on a party’s right to terminate in the event of certain breaches of the merger agreement):

by mutual written consent of New Media and Gannett;
by either New Media or Gannett:
if the merger has not occurred on or before February 5, 2020 (which is referred to as the “termination date”), except that if on this termination date, any of the conditions relating to the absence of legal restraints (to the extent relating to the required regulatory clearances), absence of regulatory proceedings or receipt of regulatory clearances are not satisfied, but all other closing conditions either have been satisfied or waived (or would have been capable of being satisfied if the closing were to occur on such date), then the termination date will automatically be extended to May 5, 2020;
if any legal restraint permanently prohibiting the merger is in effect and has become final and non-appealable;
if (1) the Gannett stockholder approval has not been obtained at the Gannett special meeting or (2) the New Media stockholder approval has not been obtained at the New Media special meeting (in each case, as the applicable meeting may have been adjourned or postponed in accordance with the merger agreement); or
if the other party has breached any representation, warranty, covenant or agreement in the merger agreement such that the applicable closing condition with respect thereto would not be satisfied,

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and (1) such breach is not reasonably capable of being cured prior to the termination date or (2) if capable of being cured prior to the termination date, such breach has not been cured prior to the earlier of (a) 30 days following written notice of such breach and (b) the termination date;

by Gannett:
prior to the receipt of the New Media stockholder approval, if there has been a change in recommendation effected by the New Media Board; or
prior to the receipt of the Gannett stockholder approval and if permitted by the merger agreement, in order to enter into a definitive agreement with respect to a superior proposal, subject to the prior or concurrent payment of a $45 million termination fee to New Media; or
by New Media:
prior to the receipt of the Gannett stockholder approval, if there has been a change in recommendation effected by the Gannett Board; or
prior to the receipt of the New Media stockholder approval and if permitted by the merger agreement, in order to enter into a definitive agreement with respect to a superior proposal, subject to the prior or concurrent payment of a $28 million termination fee to Gannett.

Any termination of the merger agreement by New Media may be effected only upon the recommendation of, or otherwise at the direction or with the approval of, the Transaction Committee.

Termination Fees; Expenses (see page [  ])

All fees and expenses incurred in connection with the merger will be paid by party incurring such fees and expenses, except (1) New Media and Gannett will each bear and pay one-half of the expenses incurred in connection with the filing, printing and mailing of this joint proxy statement/prospectus, (2) New Media and Gannett will each bear and pay one-half of the filing fees related to the merger and the merger agreement under the HSR Act, and (3) as otherwise provided in the merger agreement provisions relating to obtaining financing, repayment of indebtedness and payment of termination fees.

If the merger agreement is terminated under certain circumstances, New Media or Gannett, as applicable, will be required to pay to the other party a termination fee.

Gannett will be required to pay to New Media a termination fee of $45 million in any of the following circumstances:

if Gannett terminates the merger agreement to enter into a definitive agreement with respect to a superior proposal.
if New Media terminates the merger agreement because of a change in recommendation by the Gannett Board
if the merger agreement is terminated because of a failure to obtain the Gannett stockholder approval and, at the time of such termination, New Media had the right to terminate the merger agreement because the Gannett Board had previously changed its recommendation;
if all of the following events occur:
the merger agreement is terminated because of (1) a failure of the merger to occur by the termination date, (2) a failure to obtain the Gannett stockholder approval, (3) a breach by Gannett of its covenants relating to no solicitation, changes in recommendation or stockholder meeting matters;
after the date of the merger agreement, an acquisition proposal with respect to Gannett is publicly disclosed or announced or becomes publicly known prior to the event giving rise to the termination, or in the case of termination because of a breach by Gannett, prior to the termination: and
within 12 months following such termination, any acquisition proposal is consummated, or Gannett enters into a definitive agreement with respect to an acquisition proposal or a person commences a tender offer or exchange offer in respect of an acquisition proposal that is thereafter consummated (even if after such 12-month period).

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New Media will be required to pay to Gannett a termination fee of $28 million in any of the following circumstances:

if New Media terminates the merger agreement to enter into a definitive agreement with respect to a superior proposal;
if Gannett terminates the merger agreement because of a change in recommendation by the New Media Board or the Transaction Committee;
if the merger agreement is terminated because of a failure to obtain the New Media stockholder approval and, at the time of such termination, Gannett had the right to terminate the merger agreement because the New Media Board or the Transaction Committee had previously changed its recommendation;
if all of the following events occur:
the merger agreement is terminated because of (1) a failure of the merger to occur by the termination date, (2) a failure to obtain the New Media stockholder approval, (3) a breach by New Media of its covenants relating to no solicitation, changes in recommendation or stockholder meeting matters;
after the date of the merger agreement, an acquisition proposal with respect to New Media is publicly disclosed or announced or becomes publicly known prior to the event giving rise to the termination, or in the case of termination because of a breach by New Media, prior to the termination: and
within 12 months following such termination, New Media consummates an acquisition proposal, or New Media enters into a definitive agreement with respect to an acquisition proposal or a person commences a tender offer or exchange offer in respect of an acquisition proposal that is thereafter consummated (even if after such 12-month period).

Notwithstanding the foregoing, in no event will the termination fee be paid to a party more than once.

Appraisal Rights (see page [  ])

Under Delaware law, if the merger is completed and certain conditions described herein are met, holders of Gannett common stock who do not vote in favor of the adoption of the merger agreement and who otherwise comply with the requirements and procedures of Section 262 of the DGCL will be entitled to seek appraisal for, and obtain payment in cash for the judicially determined fair value of, their shares of Gannett common stock, in lieu of receiving the merger consideration. The “fair value” could be higher or lower than, or the same as, the merger consideration. A copy of the full text of Section 262 of the DGCL is attached as Annex F to this joint proxy statement/prospectus. Gannett stockholders are encouraged to read Section 262 of the DGCL carefully and in its entirety. Moreover, due to the complexity of the procedures for exercising the right to seek appraisal, Gannett stockholders who are considering exercising that right are encouraged to seek the advice of legal counsel. Failure to comply with Section 262 of the DGCL may result in loss of the right of appraisal.

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The Meetings

The New Media Special Meeting (see page [  ])

Date, Time, Place and Purpose

The New Media special meeting will be held at [      ], on [      ], 2019, at [      ], local time.

The purpose of the New Media special meeting is to consider and vote on:

the Transactions Proposal; and
the New Media Adjournment Proposal.

Completion of the merger is conditioned on the approval of the Transactions Proposal.

Record Date; Stockholders Entitled to Vote

Only New Media stockholders of record at the close of business on [      ], 2019, the New Media record date for the New Media special meeting, are entitled to notice of, and to vote at, the New Media special meeting or any adjournments or postponements thereof.

On the record date, there were [      ] shares of New Media common stock outstanding and entitled to vote at the New Media special meeting. Each share of New Media common stock outstanding on the record date entitles the holder thereof to one vote on each proposal to be considered at the New Media special meeting. New Media stockholders may vote in person or by proxy through the internet or by telephone or by a properly executed and delivered proxy card with respect to the New Media special meeting.

Required Vote; Abstentions

The votes required for each proposal are as follows:

Approval of the Transactions Proposal requires the affirmative vote of holders of a majority of the outstanding shares of New Media common stock entitled to vote thereon at the New Media special meeting, disregarding any votes cast by any Fortress Stockholders.
Approval of the New Media Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of New Media common stock present in person or represented by proxy at the New Media special meeting and entitled to vote thereon.

If you fail to vote or fail to instruct your broker or other nominee to vote, or vote to abstain from voting, on the Transactions Proposal, it will have the same effect as a vote against the Transactions Proposal. If you fail to vote or fail to instruct your broker or other nominee to vote on the New Media Adjournment Proposal, it will have no effect, assuming a quorum is present; however, if you vote to abstain, it will have the same effect as a vote against the New Media Adjournment Proposal.

Voting by New Media’s and Gannett’s Directors and Executive Officers

At the close of business on the record date for the New Media special meeting, directors and executive officers of New Media and their affiliates, as a group, owned and were entitled to vote [      ] shares of New Media common stock, or approximately [  ]% of the shares of New Media common stock outstanding on that date. New Media currently expects that New Media’s directors and executive officers will vote their shares in favor of each of the proposals to be considered by New Media stockholders, although none of them has entered into any agreement obligating them to do so. However, shares held by certain executive officers of New Media affiliated with the Manager, will be excluded from both the numerator and the denominator in calculating whether a majority of the outstanding shares of New Media common stock approved the Transactions Proposal.

The Gannett Special Meeting (see page [  ])

Date, Time, Place and Purpose

The Gannett special meeting will be held at [      ], on [      ], 2019, at [      ], local time.

The purpose of the Gannett special meeting is to consider and vote on:

the Merger Proposal;

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the Compensation Proposal; and
the Gannett Adjournment Proposal.

Completion of the merger is conditioned on the approval of the Merger Proposal.

Record Date; Stockholders Entitled to Vote

Only Gannett stockholders of record at the close of business on [      ], 2019, the record date for the Gannett special meeting, are entitled to notice of, and to vote at, the Gannett special meeting or any adjournments or postponements thereof.

On the record date, there were [      ] shares of Gannett common stock outstanding and entitled to vote at the Gannett special meeting. Each share of Gannett common stock outstanding on the record date entitles the holder thereof to one vote on each proposal to be considered at the Gannett special meeting. Gannett stockholders may vote in person or by proxy through the internet or by telephone or by a properly executed and delivered proxy card with respect to the Gannett special meeting.

Required Vote; Abstentions

The votes required for each proposal are as follows:

Approval of the Merger Proposal requires the affirmative vote of holders of a majority of the outstanding shares of Gannett common stock entitled to vote thereon at the Gannett special meeting.
Approval of the Compensation Proposal, which is an advisory (non-binding) vote, requires the affirmative vote of a majority of the votes cast on such proposal by holders of Gannett common stock present in person or represented by proxy at the Gannett special meeting and entitled to vote thereon.
Approval of the Gannett Adjournment Proposal requires the affirmative vote of holders of a majority of the shares of Gannett common stock present in person or represented by proxy at the Gannett special meeting and entitled to vote thereon.

If you fail to vote or fail to instruct your broker or other nominee to vote, or vote to abstain from voting, on the Merger Proposal, it will have the same effect as a vote against the Merger Proposal. If you fail to vote or fail to instruct your broker or other nominee to vote, or vote to abstain from voting, on the Compensation Proposal, it will have no effect, assuming a quorum is present. If you fail to vote or fail to instruct your broker or other nominee to vote on the Gannett Adjournment Proposal, it will have no effect, assuming a quorum is present; however, if you vote to abstain on the Gannett Adjournment Proposal, it will have the same effect as a vote against the Gannett Adjournment Proposal.

Voting by Gannett’s Directors and Executive Officers

At the close of business on the record date for the Gannett special meeting, directors and executive officers of Gannett and their affiliates, as a group, owned and were entitled to vote [      ] shares of Gannett common stock, or approximately [  ]% of the shares of Gannett common stock outstanding on that date. Gannett currently expects that Gannett’s directors and executive officers will vote their shares in favor of each of the proposals to be considered by Gannett stockholders, although none of them has entered into any agreement obligating them to do so.

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Summary Historical Consolidated Financial Data

Summary Consolidated Historical Financial Data of New Media

The following selected historical information is being provided to assist you in your analysis of the financial aspects of the transaction. The New Media annual historical information is derived from the audited consolidated financial statements of New Media as of and for each of the fiscal years in the five-year period ended December 30, 2018. The New Media data as of and for the six months ended June 30, 2019 and July 1, 2018 has been derived from the unaudited interim financial statements of New Media and, in the opinion of New Media’s management, includes all normal and recurring adjustments that are considered necessary for the fair presentation of the results for those interim periods.

The information is only a summary and should be read in conjunction with New Media’s historical consolidated financial statements and related notes contained in New Media’s Annual Reports on Form 10-K for the year ended December 30, 2018 and Quarterly Reports on Form 10-Q for the quarter ended June 30, 2019, which are incorporated by reference into this joint proxy statement/prospectus, as well as other information that has been filed with the SEC. For information on where you can obtain copies of this information, see the section entitled “Where You Can Find More Information” beginning on page [  ]. The historical results included below and elsewhere in this joint proxy statement/prospectus or incorporated by reference herein are not necessarily indicative of the future performance of New Media, Gannett or the combined company after the transaction.

Summary of Operations Data of New Media

 
Six Months Ended
Fiscal Year Ended
 
June 30,
2019
July 1,
2018
December 30,
2018
December 31,
2017(1)
December 25,
2016
December 27,
2015
December 28,
2014
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Advertising
$
363,462
 
$
350,868
 
$
728,327
 
$
683,990
 
$
684,900
 
$
696,696
 
$
385,399
 
Circulation
 
303,015
 
 
274,527
 
 
574,963
 
 
474,324
 
 
421,497
 
 
378,263
 
 
195,661
 
Commercial printing and other
 
125,510
 
 
104,172
 
 
222,734
 
 
183,690
 
 
148,959
 
 
120,856
 
 
71,263
 
Total revenues
 
791,987
 
 
729,567
 
 
1,526,024
 
 
1,342,004
 
 
1,255,356
 
 
1,195,815
 
 
652,323
 
Operating costs and expenses:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating costs
 
462,902
 
 
414,164
 
 
865,234
 
 
742,822
 
 
699,312
 
 
656,555
 
 
368,420
 
Selling, general and administrative
 
261,548
 
 
245,656
 
 
505,282
 
 
449,108
 
 
415,776
 
 
406,282
 
 
211,829
 
Depreciation and amortization
 
44,251
 
 
39,182
 
 
84,791
 
 
74,394
 
 
67,774
 
 
67,752
 
 
41,450
 
Integration and reorganization costs
 
7,342
 
 
4,179
 
 
15,011
 
 
8,903
 
 
8,352
 
 
8,052
 
 
2,796
 
Impairment of long-lived assets
 
2,469
 
 
 
 
1,538
 
 
7,142
 
 
 
 
 
 
 
Goodwill and mastheads impairment
 
 
 
 
 
 
 
27,448
 
 
 
 
4,800
 
 
 
Net (gain) loss on sale or disposal of assets
 
2,737
 
 
(3,979
)
 
(3,971
)
 
(1,649
)
 
3,564
 
 
(51,051
)
 
1,472
 
Operating income
 
10,738
 
 
30,365
 
 
58,139
 
 
33,836
 
 
60,578
 
 
103,425
 
 
26,356
 
Interest expense, amortization of deferred financing costs, loss on early extinguishment of debt, and other income
 
19,775
 
 
16,494
 
 
38,120
 
 
34,270
 
 
31,256
 
 
32,407
 
 
26,848
 
Income (loss) from continuing operations before income taxes
 
(9,037
)
 
13,871
 
 
20,019
 
 
(434
)
 
29,322
 
 
71,018
 
 
(492
)
Income tax expense (benefit)
 
(2,297
)
 
2,830
 
 
1,912
 
 
481
 
 
(2,319
)
 
3,404
 
 
2,713
 
Net income (loss)
 
(6,740
)
 
11,041
 
 
18,107
 
 
(915
)
 
31,641
 
 
67,614
 
 
(3,205
)
Net loss attributable to noncontrolling interest
 
(449
)
 
 
 
(89
)
 
 
 
 
 
 
 
 
Net income (loss) attributable to New Media
$
(6,291
)
$
11,041
 
$
18,196
 
$
(915
)
$
31,641
 
$
67,614
 
$
(3,205
)

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Six Months Ended
Fiscal Year Ended
 
June 30,
2019
July 1,
2018
December 30,
2018
December 31,
2017(1)
December 25,
2016
December 27,
2015
December 28,
2014
Basic net income (loss) attributable to New Media common stockholders per share
$
(0.10
)
$
0.20
 
$
0.31
 
$
(0.02
)
$
0.70
 
$
1.54
 
$
(0.10
)
Diluted net income (loss) attributable to New Media common stockholders per share
$
(0.10
)
$
0.20
 
$
0.31
 
$
(0.02
)
$
0.70
 
$
1.53
 
$
(0.10
)
Dividends declared per share
$
0.76
 
$
0.74
 
$
1.49
 
$
1.42
 
$
1.34
 
$
1.29
 
$
0.54
 
(1)53 weeks.

Balance Sheet Data of New Media

 
As of
 
June 30,
2019
July 1,
2018
December 30,
2018
December 31,
2017
December 25,
2016
December 27,
2015
December 28,
2014
(in thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total assets
$
1,487,878
 
$
1,430,057
 
$
1,443,864
 
$
1,283,546
 
$
1,336,030
 
$
1,197,120
 
$
817,574
 
Total long-term obligations, including current maturities(1)
 
566,086
 
 
424,514
 
 
457,391
 
 
375,245
 
 
366,463
 
 
363,645
 
 
225,059
 
Redeemable noncontrolling interest
 
1,098
 
 
 
 
1,547
 
 
 
 
 
 
 
 
 
Stockholders’ equity
 
666,262
 
 
755,285
 
 
717,223
 
 
674,393
 
 
754,973
 
 
647,073
 
 
484,127
 
(1)Includes operating lease liabilities at June 30, 2019, totaling $116,923.

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Summary Consolidated Historical Financial Data of Gannett

The following selected historical information is being provided to assist you in your analysis of the financial aspects of the transaction. The Gannett annual historical information is derived from the audited consolidated financial statements of Gannett for fiscal years 2014 through 2018. The financial information included in the table below for periods prior to Gannett’s separation from its former parent on June 29, 2015 may not necessarily reflect what Gannett’s financial position, results of operations, and cash flows would have been had Gannett been an independent publicly-traded company during the periods presented.

The Gannett data as of and for the six months ended June 30, 2019 and 2018 has been derived from the unaudited interim financial statements of Gannett and, in the opinion of Gannett’s management, includes all normal and recurring adjustments that are considered necessary for the fair presentation of the results for those interim periods.

The information is only a summary and should be read in conjunction with Gannett’s historical consolidated financial statements and related notes contained in Gannett’s Annual Reports on Form 10-K for the year ended December 31, 2018 and Quarterly Reports on Form 10-Q for the quarter ended June 30, 2019, which are incorporated by reference into this joint proxy statement/prospectus, as well as other information that has been filed with the SEC. For information on where you can obtain copies of this information, see the section entitled “Where You Can Find More Information” beginning on page [  ]. The historical results included below and elsewhere in this joint proxy statement/prospectus or incorporated by reference herein are not necessarily indicative of the future performance of New Media, Gannett or the combined company after the transaction.

 
Six Months Ended
Fiscal Year Ended(1)
 
June 30,
2019
June 30,
2018
December 31,
2018
December 31,
2017
December 25,
2016
December 27,
2015
December 28,
2014
(in thousands, except per share data)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total operating revenue
$
1,323,762
 
$
1,453,719
 
$
2,916,838
 
$
3,146,480
 
$
3,047,474
 
$
2,885,012
 
$
3,171,878
 
Operating income
 
46,945
 
 
17,761
 
 
28,762
 
 
67,571
 
 
89,370
 
 
164,505
 
 
262,331
 
Net income
 
14,820
 
 
15,929
 
 
15,040
 
 
6,887
 
 
52,710
 
 
146,091
 
 
210,705
 
Earnings per share - basic
 
0.13
 
 
0.14
 
 
0.13
 
 
0.06
 
 
0.45
 
 
1.27
 
 
1.83
 
Earnings per share - diluted
 
0.13
 
 
0.14
 
 
0.13
 
 
0.06
 
 
0.44
 
 
1.25
 
 
1.83
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other selected financial data
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Dividends declared per share
$
0.32
 
$
0.32
 
$
0.64
 
$
0.64
 
$
0.64
 
$
0.32
 
$
 
Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Basic
 
114,485
 
 
112,852
 
 
112,970
 
 
113,047
 
 
116,018
 
 
115,165
 
 
114,959
 
Diluted
 
117,375
 
 
116,035
 
 
115,751
 
 
115,610
 
 
118,625
 
 
116,695
 
 
114,959
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial position and cash flow
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
68,558
 
$
209,678
 
$
93,559
 
$
120,589
 
$
114,324
 
$
196,696
 
$
71,947
 
Long-term debt, excluding current maturities
 
171,832
 
 
336,776
 
 
304,264
 
 
355,000
 
 
400,000
 
 
 
 
 
Total assets
 
2,576,896
 
 
2,551,351
 
 
2,478,411
 
 
2,569,977
 
 
2,844,681
 
 
2,427,799
 
 
2,384,460
 
(1)Starting in 2018, Gannett’s fiscal year coincides with the Gregorian calendar. In 2017 and prior, Gannett’s fiscal year ended on the last Sunday of the calendar year. Fiscal year 2017 consisted of 53 weeks, and all other fiscal years presented in the table above consisted of 52 weeks.

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Notes to Summary Consolidated Historical Financial Data of Gannett

Restructuring charges and asset impairments

Gannett incurred restructuring costs of $27.7 million for the six months ended June 30, 2019, $21.9 million for the six months ended June 30, 2018, $67.9 million in 2018, $44.3 million in 2017, $45.8 million in 2016, $77.4 million in 2015, and $51.1 million in 2014. Gannett recorded asset impairment charges of $0.8 million for the six months ended June 30, 2019, $14.2 million for the six months ended June 30, 2018, $50.5 million in 2018, $46.8 million in 2017, $55.9 million in 2016, $29.1 million in 2015, and $4.0 million in 2014.

Acquisitions

Gannett, along with its subsidiaries, made the significant acquisitions listed below during the periods listed. There were no significant dispositions. The results of operations of these acquired businesses are included in the accompanying selected historical financial information from the date of acquisition.

Year
Name
Location
Description
2018
WordStream
Boston, Massachusetts
Provider of cloud-based software-as-a-service solutions
2017
SweetIQ
Montreal, Canada
Digital marketing solutions firm
2016
Journal Media Group
Milwaukee, Wisconsin
Media company with print and digital publishing operations
 
North Jersey Media Group
Woodland Park, New Jersey
Media company with print and digital publishing operations
 
ReachLocal
Woodland Hills, California
Digital marketing solutions firm
2015
Texas-New Mexico Newspapers Partnership
Texas, New Mexico, Pennsylvania
Media company with print and digital publishing operations
 
Romanes Media Group
Scotland, Berkshire, Northern Ireland
Media company with print and digital publishing operations

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Selected Unaudited Pro Forma Condensed Combined Financial Information of New Media and Gannett

The following selected unaudited pro forma condensed combined financial data (the “selected pro forma data”) is presented to illustrate the estimated effects of the pending merger of New Media and Gannett, as further described in the notes to the unaudited pro forma condensed combined financial information appearing elsewhere in this joint proxy statement/prospectus. The merger will be accounted for as a purchase with New Media considered to be acquiring Gannett in the merger for accounting purposes. The selected pro forma data has been prepared using the acquisition method of accounting in accordance with ASC 805, under which the assets and liabilities of Gannett will be recorded by New Media at their respective fair values as of the date the merger is consummated. The selected unaudited pro forma condensed combined balance sheet data gives effect to the merger as if it had occurred on June 30, 2019. The selected unaudited pro forma condensed combined statement of operations data for the twelve months ended December 30, 2018 and for the six months ended June 30, 2019, gives effect to the merger as if it had occurred on January 1, 2018.

The selected pro forma data, which is preliminary in nature, has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this joint proxy statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial information. In addition, the unaudited pro forma condensed combined financial information was based on, and should be read in conjunction with, the historical consolidated financial statements and related notes of each of New Media and Gannett, which are incorporated in this joint proxy statement/prospectus by reference. For more information, see “Where You Can Find More Information” and “Unaudited Condensed Combined Pro Forma Financial Information”. New Media operates on a 52- or 53-week fiscal year that ends on the last Sunday in December. Gannett operates on a fiscal year that ends on December 31 of each year.

The selected pro forma data has been presented in accordance with SEC Regulation S-X Article 11 for illustrative purposes only and is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the merger been consummated as of the dates indicated. In addition, the selected pro forma data does not purport to project the future financial position or operating results of the combined company. Also, as explained in more detail in the accompanying notes to the unaudited pro forma condensed combined financial information, the preliminary fair values of assets acquired and liabilities assumed and other pro forma adjustments reflected in the selected pro forma data are subject to adjustment and may vary materially from the fair values that will be recorded upon consummation of the merger, and these differences could have a material impact on the accompanying unaudited condensed combined pro forma financial information and the combined company’s future results of operations and financial position.

 
For the
Twelve Months
Ended
December 30, 2018
For the
Six Months
Ended
June 30, 2019
(in thousands, except per share data)
 
 
 
 
 
 
Pro Forma Combined Statement of Operations Data
 
 
 
 
 
 
Revenues
$
4,441,266
 
$
2,113,678
 
Operating income
 
93,100
 
 
38,669
 
Income tax expense
 
17,031
 
 
6,850
 
Net loss
 
(130,014
)
 
(91,795
)
Basic earnings per share
$
(1.04
)
$
(0.72
)
Diluted earnings per share
 
(1.04
)
 
(0.72
)
 
As of
June 30, 2019
Pro Forma Combined Balance Sheet Data
 
 
 
Property, plant and equipment, net
$
1,145,942
 
Goodwill and intangible assets, net
 
1,957,996
 
Total assets
 
4,404,600
 
Long-term debt
 
1,671,895
 
Stockholders' equity
 
1,184,081
 

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Unaudited Comparative Per Share Data

The following table sets forth selected per share information for New Media common stock and Gannett common stock on a historical and unaudited pro forma combined basis for the six months ended June 30, 2019, and for the year ended December 31, 2018, for Gannett, and December 30, 2018, for New Media.

This information should be read together with the consolidated financial statements and related notes of New Media and Gannett and with the “Unaudited Pro Forma Condensed Combined Financial Information”. The pro forma information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the merger had been completed as of the beginning of the periods presented, nor is it necessarily indicative of the future operating results or financial position of the combined company.

The historical book value per share is computed by dividing total stockholders’ equity by the number of shares of common stock outstanding at the end of the period. The pro forma (loss) income per share of the combined company is computed by dividing the pro forma (loss) income by the pro forma weighted average number of shares outstanding. The pro forma book value per share of the combined company is computed by dividing total pro forma stockholders’ equity by the pro forma number of shares of common stock outstanding at the end of the period. The New Media pro forma combined cash dividends per share is based on the expected annual dividend of the combined company, as announced. The Gannett pro forma equivalent per common share amounts were calculated by multiplying the New Media pro forma combined per share information by the exchange ratio of 0.5427.

 
New Media
Gannett
 
Historical
Pro Forma
Combined
Historical
Pro Forma
Equivalent
Basis (loss) income per common share:
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2019
$
(0.10
)
$
(0.72
)
$
0.13
 
$
(0.39
)
Year ended (December 30, 2018 for New Media; December 31, 2018 for Gannett)
$
0.31
 
$
(1.04
)
$
0.13
 
$
(0.56
)
 
 
 
 
 
 
 
 
 
 
 
 
 
Diluted (loss) income per common share:
 
 
 
 
 
 
 
 
 
 
 
 
Six months ended June 30, 2019
$
(0.10
)
$