form8-k.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

___________________________

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 8, 2016

___________________________

(Exact name of registrant as specified in charter)

___________________________

Delaware		1-36874		47-2390983
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

7950 Jones Branch Drive, McLean, Virginia, 22107-0910

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)

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

___________________________

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

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

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

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

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

Item 2.01. Completion of Acquisition or Disposition of Assets.

On April 8, 2016, Gannett Co., Inc. (“Gannett” or the “Company”) completed its previously announced acquisition of Journal Media Group, Inc. (“JMG”). Pursuant to the Agreement and Plan of Merger, dated as of October 7, 2015, by and among Gannett, Jupiter Merger Sub., Inc., a Wisconsin corporation and a wholly owned subsidiary of Gannett (“Merger Sub”), and JMG (the “Merger Agreement”), Merger Sub merged with and into JMG (the “Merger”), with JMG surviving the Merger as a wholly owned subsidiary of Gannett.

At the effective time of the Merger (the “Effective Time”), each outstanding share of common stock of JMG, par value $0.01 per share (“JMG Common Stock”), other than JMG Common Stock held by Gannett, JMG or any of their respective subsidiaries, was converted into the right to receive $12.00 in cash, without interest (the “Merger Consideration”). Each JMG restricted share unit outstanding immediately prior to the Effective Time became vested, and, as a result, such restricted stock units became shares of JMG Common Stock that were converted into the right to receive the Merger Consideration.

The aggregate value of Merger Consideration was approximately $297 million, which the Company funded through a combination of cash on hand and borrowings under its revolving credit facility. No dissenters’ rights in connection with the Merger were available to holders of JMG Common Stock pursuant to the Wisconsin Business Corporation Law.

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 8, 2015.

Item 7.01. Regulation FD Disclosure

On April 8, 2016, Gannett and JMG issued a joint press release announcing the completion of the Merger, a copy of which is furnished with this report as Exhibit 99.1.

The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference to such filing.

Item 9.01. Financial Statements and Exhibits.

99.1 Joint Press Release of Gannett Co., Inc. and Journal Media Group, Inc., dated April 8, 2016

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

	Gannett Co., Inc.

Date: April 11, 2016	By:	/s/ Barbara W. Wall
		Barbara W. Wall
		Senior Vice President and Chief Legal Officer

Exhibit No.		Description
99.1		Joint Press Release of Gannett Co., Inc. and Journal Media Group, Inc., dated April 8, 2016

FOR IMMEDIATE RELEASE

April 8, 2016

Gannett completes acquisition of Journal Media Group

McLEAN, VA & MILWAUKEE, WI – Gannett Co., Inc. (NYSE: GCI) (“Gannett”) and Journal Media Group, Inc. (NYSE: JMG) announced today that they have closed the transaction by which Gannett is acquiring Journal Media Group, Inc., including its 15 daily newspapers and affiliated digital assets, which will be effective as of 11:59 p.m. Eastern time today. Following this acquisition, Gannett will operate USA TODAY and 107 dailies in 34 states and Guam, in addition to Newsquest in the U.K., with its 150 local digital and print news brands.

“Today’s announcement marks an important milestone as we combine two award-winning media companies with a passion for delivering outstanding news and information, each focused on digital growth across all platforms and devices and being the market leaders in our communities,” said Robert Dickey, president and CEO of Gannett.

“As the largest local-to-national media network in the U.S., this creates a portfolio of more than 100 local markets across the U.S., plus USA TODAY. By expanding our footprint, we further enhance the depth and breadth of our news-gathering capabilities, supported by USA TODAY NETWORK. Together we will grow our innovative products and best practices while providing added value to our consumers and advertisers, expanding the content offerings in our extensive portfolio and increasing the number of local markets we serve,” Dickey concluded.

The closing of the transaction follows the receipt of all necessary regulatory approvals and approval of the transaction by Journal Media Group shareholders. With the closing of the transaction, Journal Media Group common stock will cease trading after the close of market today and will no longer be listed on the NYSE.

The dailies acquired are:

California

Record Searchlight (Redding, CA)

Ventura County Star (Ventura County, CA)

Florida

Naples Daily News (Naples, FL)

The Treasure Coast Newspapers (Stuart, FL)

Indiana

Evansville Courier & Press (Evansville, IN)

Kentucky

The Gleaner (Henderson, KY)

South Carolina

Anderson Independent Mail (Anderson, SC)

Tennessee

Knoxville News Sentinel (Knoxville, TN)

The Commercial Appeal (Memphis, TN)

Texas

Abilene Reporter-News (Abilene, TX)

Corpus Christi Caller-Times (Corpus Christi, TX)

San Angelo Standard-Times (San Angelo, TX)

Times Record News (Wichita Falls, TX)

Washington

Kitsap Sun (Kitsap, WA)

Wisconsin

Milwaukee Journal Sentinel (Milwaukee, WI)

Advisors

Stephens Inc. was financial advisor to Gannett, and Skadden, Arps, Slate, Meagher & Flom LLP and Nixon Peabody LLP were legal advisors to Gannett. Methuselah Advisors was financial advisor to Journal Media Group, and Foley & Lardner LLP was legal advisor to Journal Media Group.

About Gannett

Gannett Co., Inc. (NYSE: GCI) is a next-generation media company committed to strengthening communities across our network. Through trusted, compelling content and unmatched local-to-national reach, Gannett touches the lives of more than 100 million people monthly. With more than 120 markets internationally, it is known for Pulitzer Prize-winning newsrooms, powerhouse brands such as USA TODAY and specialized media properties. To connect with us, visit www.gannett.com.

About Journal Media Group

Journal Media Group, Inc. (NYSE: JMG), headquartered in Milwaukee, is a media company with print and digital publishing operations serving 14 U.S. markets in nine states, including the Milwaukee Journal Sentinel, the Naples Daily News, The Commercial Appeal in Memphis, and Ventura County Star in California. Formed in 2015 through a merger of the newspaper operations of The E.W. Scripps Company and Journal Communications, Inc., the company serves local communities with daily newspapers, affiliated community publications, and a growing portfolio of digital products that inform, engage and empower readers and advertisers. Learn more at www.journalmediagroup.com.

For investor inquiries, contact:		For media inquiries, contact:

Gannett Contact:		Gannett Contact:
Michael P. Dickerson		Amber Allman
Vice President, Investor Relations & Real Estate		Vice President, Corporate Communications
703-854-6185		703-854-5358
mdickerson@gannett.com		aallman@gannett.com

Journal Media Group Contact:		Journal Media Group Contact:
Jason Graham		Laurel Jahn
Senior Vice President, CFO and Treasurer		Communications Manager
414-224-2363		414-224-2059
Jason.graham@jmg.com		Laurel.jahn@jmg.com