|
||
SECURITIES AND EXCHANGE COMMISSION
|
||
Washington, D.C. 20549
|
||
|
|
|
SCHEDULE 13D
|
||
|
|
|
Under the Securities Exchange Act of 1934
(Amendment No. )*
|
||
|
||
Gannett Co., Inc.
|
||
(Name of Issuer)
|
||
|
||
Common Stock
(Title of Class of Securities)
|
||
|
||
36472T109
(CUSIP Number)
|
||
|
||
David N. Brooks
Fortress Investment Group LLC
1345 Avenue of the Americas, 46th Floor
New York, NY 10105
(212) 798-6100
|
||
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
|
||
|
||
November 19, 2019
|
||
(Date of Event which Requires Filing of this Statement)
|
||
|
||
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
|
||
|
||
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
|
*
|
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page.
|
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject
to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
|
CUSIP No.: 36472T109
|
|
Page 1
|
1
|
NAMES OF REPORTING PERSONS
Fortress Operating Entity I LP
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
7,449,581*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
7,449,581*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,449,581*
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%**
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
**
|
All percentages of Common Stock (as defined below) outstanding contained herein are based on 127,022,568 shares of Common Stock outstanding as of November
20, 2019.
|
CUSIP No.: 36472T109
|
|
Page 2
|
1
|
NAMES OF REPORTING PERSONS
FIG Corp.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
7,449,581*
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
7,449,581*
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,449,581*
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
|
CUSIP No.: 36472T109
|
|
Page 3
|
1
|
NAMES OF REPORTING PERSONS
Fortress Investment Group LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS
N/A
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
☐
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
7,449,581
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
7,449,581
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,449,581
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
|
|
(i) |
Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is the sole owner of FIG LLC, a Delaware limited liability company, which indirectly
controls certain investment funds that are managed or advised by affiliates of FIG LLC.
|
(ii) |
FIG Corp., a Delaware corporation, is the general partner of FOE I.
|
(iii) |
Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”), is the sole owner of FIG Corp.
|
|
99.1
|
Joint Filing Agreement, dated as of February 18, 2020, by and among Fortress Operating Entity I LP, FIG Corp. and Fortress Investment Group LLC.
|
99.2
|
Amended and Restated Management and Advisory Agreement, dated as of August 5, 2019, by and between New Media Investment Group Inc. and FIG LLC (incorporated by reference to
Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed August 6, 2019).
|
|
99.3
|
Registration Rights Agreement, dated as of November 19, 2019, by and among Gannett Co., Inc., FIG LLC and such other persons from time to time party thereto (incorporated by
reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K, filed November 20, 2019).
|
|
99.4
|
Amended and Restated Warrant Agreement, dated as of January 15, 2014 by and between New Media Investment Group Inc. and American Stock & Transfer Company, LLC
(incorporated herein by reference to Exhibit 10.37 to the Issuer’s Registration Statement on Form S-1/A (Registration No. 333-192736), filed January 28, 2014).
|
|
|
Dated: February 18, 2020
|
|
FORTRESS OPERATING ENTITY I LP
|
|||
|
|
|
|||
|
|
By: FIG Corp., its general partner
|
|||
|
|
|
|||
|
|
By:
|
|
/s/ David N. Brooks
|
|
|
|
Name:
|
|
David N. Brooks
|
|
|
|
Title:
|
|
Secretary
|
|
|
|
|
|||
|
|
|
|||
Dated: February 18, 2020
|
|
FIG CORP.
|
|||
|
|
|
|||
|
|
|
|||
|
|
By:
|
|
/s/ David N. Brooks
|
|
|
|
Name:
|
|
David N. Brooks
|
|
|
|
Title:
|
|
Secretary
|
|
|
|
|
|||
|
|
|
|||
Dated: February 18, 2020
|
|
FORTRESS INVESTMENT GROUP LLC
|
|||
|
|
|
|||
|
|
|
|||
|
|
By:
|
|
/s/ David N. Brooks
|
|
|
|
Name:
|
|
David N. Brooks
|
|
|
|
Title:
|
|
Secretary
|
|
|
|
|
|||
|
|
|
|||
Name:
|
|
Principal Occupation:
|
Wesley R. Edens*
|
|
Principal, Co-Chief Executive Officer and Class A Director
|
Peter L. Briger, Jr.
|
Principal, Co-Chief Executive Officer and Class A Director
|
|
Randal A. Nardone**
|
|
Principal and Class A Director
|
George W. Wellde Jr.
|
|
Class A Director
|
Michael G. Rantz
|
|
Class A Director
|
Jane Dietze
|
|
Class A Director
|
Hani Barhoush
|
Class A Director
|
|
Michael Morell
|
Class A Director and Security Director
|
|
Marcelo Claure
|
Chairman of the Board and Class B Director
|
|
Yoshimitsu Goto (citizen of Japan)
|
Class B Director
|
|
Rajeev Misra (citizen of the United Kingdom)
|
Class B Director
|
|
David N. Brooks
|
Secretary, Vice President and General Counsel
|
|
Daniel N. Bass
|
|
Chief Financial Officer and Treasurer
|
Name:
|
|
Principal Occupation:
|
Wesley R. Edens*
|
|
Principal and Co-Chairman of the Board of Directors
|
Randal A. Nardone**
|
|
Chief Executive Officer, Principal and Director
|
Peter L. Briger, Jr.
|
|
Principal and Co-Chairman of the Board of Directors
|
David N. Brooks
|
|
Secretary, Vice President and General Counsel
|
Daniel Bass
|
|
Chief Financial Officer and Treasurer
|
Name:
|
|
Principal Occupation:
|
FIG Corp.
|
|
General Partner of Fortress Operating Entity I LP
|
By:
|
FIG Corp., its general partner
|
|
|
|
|||
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
David N. Brooks
|
|
|
Title:
|
Secretary
|
|
By:
|
/s/ David N. Brooks
|
|
|
|
Name:
|
David N. Brooks
|
|
|
Title:
|
Secretary
|
|
By:
|
/s/ David N. Brooks
|
||
|
Name:
|
David N. Brooks
|
|
|
Title:
|
Secretary
|