SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )¹

Gannett Co., Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

36473H104

(CUSIP Number)

MARSHALL ANSTANDIG

MNG ENTERPRISES, INC.

101 W. Colfax Avenue

Denver, Colorado 80202

(408) 920-5999

STEVE WOLOSKY, ESQ.

ANDREW FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

January 2, 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 § 240.13d-7 for other parties to whom copies are to be sent. 

1              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. 36473H104

	1	NAME OF REPORTING PERSON
			MNG Enterprises, Inc.
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					8,506,799
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					8,506,799
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			8,506,799
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.5%
	14	TYPE OF REPORTING PERSON
			CO

2

CUSIP NO. 36473H104

	1	NAME OF REPORTING PERSON
			MNG Investment Holdings, LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					8,506,799
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					8,506,799
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			8,506,799
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.5%
	14	TYPE OF REPORTING PERSON
			OO

3

CUSIP NO. 36473H104

	1	NAME OF REPORTING PERSON
			Strategic Investment Opportunities LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			WC
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					8,506,799
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					8,506,799
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			8,506,799
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.5%
	14	TYPE OF REPORTING PERSON
			OO

4

CUSIP NO. 36473H104

	1	NAME OF REPORTING PERSON
			Alden Global Capital LLC
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			Delaware
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					8,506,799
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					8,506,799
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			8,506,799
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.5%
	14	TYPE OF REPORTING PERSON
			IA, OO

5

CUSIP NO. 36473H104

	1	NAME OF REPORTING PERSON
			Heath Freeman
	2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ☐
						(b) ☐
	3	SEC USE ONLY
	4	SOURCE OF FUNDS
			OO
	5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)				☐
	6	CITIZENSHIP OR PLACE OF ORGANIZATION
			USA
NUMBER OF			7	SOLE VOTING POWER
SHARES
BENEFICIALLY					- 0 -
OWNED BY			8	SHARED VOTING POWER
EACH
REPORTING					8,506,799
PERSON WITH			9	SOLE DISPOSITIVE POWER
					- 0 -
			10	SHARED DISPOSITIVE POWER
					8,506,799
	11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
			8,506,799
	12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
	13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
			7.5%
	14	TYPE OF REPORTING PERSON
			IN

6

CUSIP NO. 36473H104

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to the Common Stock, $0.01 par value per share (the “Shares”), of Gannett Co., Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 7950 Jones Branch Drive, McLean, Virginia 22107-0910.

Item 2. Identity and Background.

(a)       This statement is filed by:

(i) MNG Enterprises, Inc., a Delaware corporation (“MNG”);

(ii) MNG Investment Holdings LLC, a Delaware limited liability company (“MNG Holdings”);

(iii) Strategic Investment Opportunities LLC, a Delaware limited liability company (“Opportunities”);

(iv) Alden Global Capital LLC, a Delaware limited liability company (“Alden”); and

(v) Heath Freeman, as the President of Alden.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of the executive officers and directors of the Reporting Persons. To the best of the Reporting Persons’ knowledge, except as set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The principal business address of each of MNG, MNG Holdings and Opportunities is 101 W. Colfax Avenue, Denver, Colorado 80202. The principal business address of each of Alden and Mr. Freeman is 885 Third Avenue, New York, New York 10022.

(c)       The principal business of MNG is to serve as the parent company and manager of MediaNews Group, Inc., a leading newspaper publisher in local, multi-platform news and information. The principal business of MNG Holdings is to serve as the managing member of Opportunities. The principal business of Opportunities is investing in securities and related instruments. The principal business of Alden is investment management. The principal occupation of Mr. Freeman is serving as the President of Alden.

(d)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

7

CUSIP NO. 36473H104

(e)       No Reporting Person, nor any person listed on Schedule A, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Each of the entities who are Reporting Persons are organized under the laws of the State of Delaware. Mr. Freeman is a citizen of the United States of America. The citizenship of the individuals listed on Schedule A is set forth on Schedule A.

Item 3. Source and Amount of Funds or Other Consideration.

The Shares reported herein were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted. The aggregate purchase price of the 8,506,799 Shares reported herein is approximately $82,392,651, excluding brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons believe the Shares are undervalued and represent an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

On January 14, 2019, MNG delivered a letter (the “Letter”) to the Issuer’s Board of Directors (the “Board”) that includes a proposal to acquire the Issuer for $12.00 per Share in cash (the “Proposal”), representing a cash premium of 41% to the Issuer’s year-end closing price.  In the Letter, MNG requests that the Board immediately take the following actions to maximize value for stockholders: (i) enter into discussions with MNG about a strategic combination; (ii) hire an investment bank to conduct a review of strategic alternatives, including a potential sale of the Issuer; (iii) commit to a moratorium on digital acquisitions; and (iv) commit to a feasible, strategic and financial path forward before hiring a new CEO.  The letter is attached as Exhibit 99.1 hereto, which is incorporated herein by reference.

The Reporting Persons will seek to discuss the Proposal with the Board and urge the Issuer to take the actions detailed in the Letter, including conducting a review of strategic alternatives including, and initiating a process to explore, a potential sale of the Issuer, in which the Reporting Persons may participate and potentially engage in, as a purchaser or investor.  MNG reserves the right to modify the Proposal in any way, to extend or discontinue discussions regarding the same, or to withdraw the Proposal at any time.  The Reporting Persons and their affiliates may, directly or indirectly, take such additional steps from time to time as they may deem appropriate to further the Proposal as may be modified from time to time, including, without limitation, (i) engaging in discussions regarding the Proposal with the Issuer, other stockholders, potential sources of debt and equity financing, advisors, and other relevant parties, and (ii) entering into non-disclosure, financing commitments, and other agreements, arrangements and understanding as may be appropriate in connection with the Proposal, as may be modified from time to time.

8

CUSIP NO. 36473H104

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, Board structure (including Board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, including transactions in which the Reporting Persons may seek to participate and potentially engage in (as a purchaser or investor), or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 113,109,441 Shares outstanding as of November 2, 2018, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2018.

A. MNG

(a) MNG, as the sole member of MNG Holdings, may be deemed the beneficial owner of the 8,506,799 Shares owned by Opportunities.

Percentage: Approximately 7.5%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,506,799
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,506,799

(c) MNG has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Opportunities during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

B. MNG Holdings

(a) MNG Holdings, as the managing member of Opportunities, may be deemed the beneficial owner of the 8,506,799 Shares owned by Opportunities.

Percentage: Approximately 7.5%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,506,799
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,506,799

9

CUSIP NO. 36473H104

(c) MNG Holdings has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares by Opportunities during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

C. Opportunities

(a) As of the close of business on January 14, 2019, Opportunities beneficially owned 8,506,799 Shares.

Percentage: Approximately 7.5%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,506,799
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,506,799

(c) The transactions in the Shares by Opportunities during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

D. Alden

(a) Alden, as the investment manager of funds that collectively hold a majority voting interest in MNG, may be deemed the beneficial owner of the 8,506,799 Shares owned by Opportunities.

Percentage: Approximately 7.5%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,506,799
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,506,799

(c) Alden has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Opportunities during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

E. Mr. Freeman

(a) Mr. Freeman, as the President of Alden, may be deemed the beneficial owner of the 8,506,799 Shares owned by Opportunities.

Percentage: Approximately 7.5%

(b) 1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 8,506,799
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 8,506,799

(c) Mr. Freeman has not entered into any transactions in the Shares during the past 60 days. The transactions in the Shares on behalf of Opportunities during the past 60 days are set forth in Schedule B and are incorporated herein by reference.

10

CUSIP NO. 36473H104

The Reporting Persons, as members of a “group” for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On January 14, 2019, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits.

99.1 MNG Letter to the Board, dated January 14, 2019.

99.2 Joint Filing Agreement by and among MNG Enterprises, Inc., MNG Investment Holdings LLC, Strategic Investment Opportunities LLC, Alden Global Capital LLC and Heath Freeman, dated January 14, 2019.

11

CUSIP NO. 36473H104

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: January 14, 2019

MNG Enterprises, Inc.
By:	/s/ Marshall Anstandig
	Name:	Marshall Anstandig
	Title:	Authorized Signatory

MNG Investment Holdings LLC
By:	MNG Enterprises, Inc., its sole member
By:	/s/ Marshall Anstandig
	Name:	Marshall Anstandig
	Title:	Authorized Signatory

Strategic Investment Opportunities LLC
By:	MNG Investment Holdings LLC, its managing member
By:	MNG Enterprises, Inc., its sole member
By:	/s/ Marshall Anstandig
	Name:	Marshall Anstandig
	Title:	Authorized Signatory

Alden Global Capital LLC
By:	/s/ Heath Freeman
	Name:	Heath Freeman
	Title:	President

/s/ Heath Freeman

Heath Freeman

12

CUSIP NO. 36473H104

SCHEDULE A

Directors and Executive Officers of MNG Enterprises, Inc.

Name	Principal Occupation	Principal Business Address	Citizenship
Maz Akram	Director	101 W. Colfax Avenue Denver, Colorado 80202	USA
Heath Freeman*	Director	*	*
R. Joseph Fuchs	Director	101 W. Colfax Avenue Denver, Colorado 80202	USA
Christopher Minnetian	Director	101 W. Colfax Avenue Denver, Colorado 80202	USA
Martin Wade	Director	101 W. Colfax Avenue Denver, Colorado 80202	USA
Guy Gilmore	Chief Operating Officer	101 W. Colfax Avenue Denver, Colorado 80202	USA
Michael Koren	Senior Vice President, Chief Financial Officer	101 W. Colfax Avenue Denver, Colorado 80202	USA
Marshall Anstandig	Senior Vice President, General Counsel and Secretary	c/o Digital First Media 4 North 2nd Street San Jose, California 95113	USA

* Mr. Freeman is a Reporting Person and, as such, the information with respect to Mr. Freeman called for by Item 2 of Schedule 13D is set forth therein.

Executive Officers of MNG Investment Holdings LLC

Name	Principal Occupation	Principal Business Address	Citizenship
Michael Koren	Chief Financial Officer	101 W. Colfax Avenue Denver, Colorado 80202	USA
Marshall Anstandig	General Counsel and Secretary	c/o Digital First Media 4 North 2nd Street San Jose, California 95113	USA

CUSIP NO. 36473H104

Executive Officers of Strategic Investment Opportunities LLC

Name	Principal Occupation	Principal Business Address	Citizenship
Michael Koren	Senior Vice President, Chief Financial Officer	101 W. Colfax Avenue Denver, Colorado 80202	USA
Marshall Anstandig	Senior Vice President, General Counsel and Secretary	c/o Digital First Media 4 North 2nd Street San Jose, California 95113	USA

       

Executive Officers of Alden Global Capital LLC

Name	Principal Occupation	Principal Business Address	Citizenship
Heath Freeman	President	885 Third Avenue New York, New York 10022	USA
Joshua Kleban	Chief Financial Officer	885 Third Avenue New York, New York 10022	USA
Michael Monticciolo	Chief Legal Officer	885 Third Avenue New York, New York 10022	USA

CUSIP NO. 36473H104

SCHEDULE B

Transactions in the Shares During the Past Sixty Days

Nature of Transaction Shares of Common Stock Purchased/(Sold) Price Per Share($) Date of Purchase/Sale

STRATEGIC INVESTMENT OPPORTUNITIES LLC

Purchase of Common Stock	150,000	9.7339	11/15/2018
Purchase of Common Stock	100,000	9.7659	11/16/2018
Purchase of Common Stock	150,000	9.7883	11/19/2018
Purchase of Common Stock	1,100,000	9.5719	11/20/2018
Purchase of Common Stock	500,000	9.8448	11/21/2018
Purchase of Common Stock	50,000	10.1192	11/23/2018
Purchase of Common Stock	150,000	10.3961	11/26/2018
Purchase of Common Stock	100,000	10.2638	11/27/2018
Purchase of Common Stock	200,000	10.3246	11/28/2018
Purchase of Common Stock	225,000	8.8600	01/02/2019
Purchase of Common Stock	76,297	8.8608	01/02/2019
Purchase of Common Stock	240,000	8.8000	01/03/2019
Purchase of Common Stock	156,800	8.6988	01/03/2019
Purchase of Common Stock	400,000	9.2300	01/04/2019
Purchase of Common Stock	375,000	9.3900	01/07/2019
Purchase of Common Stock	375,000	9.5800	01/08/2019
Purchase of Common Stock	400,000	9.8200	01/09/2019
Purchase of Common Stock	380,000	9.7000	01/10/2019
Purchase of Common Stock	378,702	9.7500	01/11/2019

EX-99.1

Exhibit 99.1 

MNG ENTERPRISES, INC.

101 W. Colfax Avenue
Denver, CO 80202 

January 14, 2019

Gannett Co., Inc.

7950 Jones Branch Drive

McLean, Virginia 22107

Attn: John Jeffry Louis III, Chairman of the Board of Directors

To the Board of Directors:

MNG Enterprises, Inc. (“MNG” or “we”), through its managed investment account, has a 7.5% ownership stake in Gannett Co., Inc. (“Gannett” or the “Company”), making it the Company’s largest active stockholder. We also are one of the leading Newspaper operators in the U.S., with approximately 200 publications including The Denver Post, The San Jose Mercury News, The Orange County Register and The Boston Herald. Because we know how to consolidate and operate successful newspaper businesses over the long term, we have approached members of your Board and management on multiple occasions about a potential strategic combination. Despite our overtures, Gannett has not meaningfully engaged with us.

Gannett has lost 41% of its value since its debut as a public company two and a half years ago, significantly underperforming its peer group and indices. ^[i] During this period, Gannett suffered from a series of value-destroying decisions made by an unfocused leadership team – overpaying for a string of non-core aspirational digital deals and pursuing an ill-fated hostile for Tribune Publishing, all while Gannett’s core revenue, EBITDA, margins and Free Cash Flow continue to decline. With Gannett’s CEO departing by May and its key digital executive leaving later this month, there’s now an even greater leadership void. Frankly, the team leading Gannett has not demonstrated that it’s capable of effectively running this enterprise as a public company. Gannett shareholders cannot sit by and watch further value erode while the Board casts about for a strategy and a leader, especially when there is an opportunity to maximize value right now. We believe Gannett shareholders deserve better.

Accordingly, MNG proposes to purchase Gannett for $12.00 per share, representing a substantial cash premium, and requests the Board immediately take the following actions to maximize value for stockholders:

· Enter into discussions with MNG about a strategic combination;

· Hire an investment bank to conduct a review of strategic alternatives, including a potential sale of the Company;

· Commit to a moratorium on digital acquisitions; and

· Commit to a feasible, strategic and financial path forward before hiring a new CEO.

MNG’s proposal to buy Gannett for $12.00 per share in cash, represents a 41% premium to where the stock closed at YE 2018. ^[i] Such an acquisition, subject to confirmatory due diligence, would provide a substantial premium over Gannett’s $8.53 closing price on December 31, 2018 and its closing price of $9.75 on January 11, 2019, and would provide compelling and immediate cash value for stockholders. Further, unlike other potential buyers, as a proven operator in the newspaper business, we are able to provide a home for the Company’s businesses and valued employees so they can continue to serve their local communities. We do not believe that any material regulatory issues would stand in the way of completing this transaction.

MNG has invested in Gannett because we see significant value in Gannett’s assets, particularly its core newspaper business. However, Gannett has been moving in the wrong direction, resulting in a declining stock price and lack of confidence that the Board and existing management are willing and able to take the steps necessary to turn the Company around. Based on our industry experience, we believe that it will be very difficult for Gannett to address its operational and strategic issues as a public company, and that a sale of the Company presents the best path forward for Gannett stockholders, employees, business partners and customers.

We are keenly interested in working constructively with the Board, with the goal of getting to a successful transaction with value, speed and certainty. We ask that the Board promptly contact us to arrange an opportunity to discuss our proposal to purchase the Company. We are not asking for exclusivity, and believe that running a sale process open to other serious bidders would be in the best interests of all stockholders. We believe that our substantial “skin in the game” as a major stockholder, as well as our extensive operational experience and successful track record in the newspaper industry, enabling us to provide a home for the Company’s businesses and valued employees so they can continue to serve their local communities, should make our proposal particularly compelling. Our interest in Gannett is a reaffirmation of MNG’s commitment to the newspaper industry and our desire to grow in the newspaper business over the long term.

Who We Are

MNG runs one of the largest newspaper businesses in the U.S. by circulation with approximately 200 publications including The Denver Post, The San Jose Mercury News, The Orange County Register and The Boston Herald. We are experienced newspaper operators with a successful track record of acquiring newspaper businesses and running them in a profitable and sustainable way.

Seasoned Newspaper Operators: This is a team of veteran and seasoned Newspaper Executives that believe in what we are doing. Our top 4 Executives have a total of 128 years in the business, and an average of 32 years each. Our goals are simple: to run profitable newspapers so they will be around to serve their local communities well into the future.

Leading Industry Consolidator and Operator: MNG employs a continued focus on consolidation of operations (real estate, printing, shared services, IT, finance and administration), zero based budgeting and rationalization of labor costs. A consolidation strategy works when the consolidator is a best in class operator and brings the most value to its targets. With one of the best in class margins and a strong unlevered balance sheet, we are one of the leading industry consolidators who are able to make acquisitions of newspapers on our platform successful today and well into the future. We also recognize the importance of our valued employees to our success, and compensate our newspaper operators well and incentivize them to thoughtfully maintain and grow EBITDA the best way they know how, even in this challenging environment of secular decline.

In stark contrast to Gannett’s declining EBITDA margins as shown in Chart A, Chart B and Chart C, we have increased EBITDA margins for each of the last 4 years, and have a consolidated EBITDA margin near the top of the industry.

Charts A and B:

Chart C:

We Save Newspapers: When other people won’t step up, we do. We save newspapers and position them for a strong and profitable future so they can weather the secular decline.

Take our last two acquisitions – The Orange County Register and The Boston Herald. Both papers were left for dead and put into bankruptcy by their former owners, which could have caused a liquidation and a loss of all the jobs. MNG stepped up and invested in them when others wouldn’t, saving many of those jobs and providing for new jobs. We improved operations and made them viable and profitable by providing them with new leadership, a seasoned executive team and a new strategy when others clearly had failed.

Gannett is Moving in the Wrong Direction

Gannett has not been successful as a public company investment. The Company’s stock price has declined 41% from approximately $14.37 to $8.53 since its spin-off from TEGNA Inc. (NYSE: TGNA) in 2015. ^[i] As shown in Table A, the Company has trailed its media peers, proxy peer group, and the S&P 500 index since its spin-off, underperforming the S&P 500 index by a staggering 67% over the past three years.

Table A:

Approximately 90% of Gannett’s Revenue and EBITDA is from publishing. ^[ii] A lack of focus on managing the core business and poor capital allocation have resulted in the business experiencing a severe decline, with Adjusted EBITDA dropping by 31% from $472mm in 2014 to a projected $328mm for 2018, and Free Cash Flow down close to a staggering 50% from $274mm in 2014 to $145mm on a trailing twelve month basis. ^[iii] We believe that Gannett’s newspaper business could be improved and made more profitable by optimizing the Company’s cost structure and showing discipline in capital allocation with a goal of optimizing EBITDA and Free Cash Flow per share every year. However, instead of focusing on its core newspaper business and acting as the industry consolidator pitched to investors at the time of the spin-off, the Company has spent approximately $350mm on digital acquisitions since 2015. ^[iv] That $350mm equates to over $3.00 per share, or 36% of Gannett’s entire market capitalization. ^[i]

Despite the Company’s poor stock and operating performance since the spin-off, the Company seems to be doubling down on its current strategy. As we have heard from senior leadership, and as reported in the news media, the Board appears to be looking for a new CEO with a digital rather than newspaper background.

As Gannett’s largest active stockholder, with insight and expertise in the Company’s core newspaper business, we ask the Board to shift its focus away from questionable digital acquisitions and finding a new CEO to pursue them, and toward consideration of strategic alternatives. It is imperative to act with urgency, as the Company is on its way to putting Gannett’s stockholders, valued employees, and the local communities they serve in jeopardy.

The Best Path Forward for Gannett – A Sale of the Company

The Company is at a critical juncture. Its core newspaper business is in decline. President and CEO Robert J. Dickey will step down by May 2019 and Sharon Rowlands, the CEO of ReachLocal, Inc., is leaving later this month, each of them a key figure in the Company’s current strategy. The $350mm in digital acquisitions have not yielded positive results in our view, with the Company experiencing an extended period of stock price declines, poor operating performance, and a substantial deterioration in EBITDA, EBITDA margins, Free Cash Flow and free cash flow per share, destroying more than $650mm of shareholder value. ^[i] Gannett now trades at a meaningful discount relative to peers.

Table B:

This has taken place while the Board has been driving the questionable digital acquisition strategy (in part by compensating senior officers based on contributions to the Company’s strategic plan, including its acquisition strategy), the Company’s corporate expenses and executive compensation have been consistently increasing, and director stock ownership has been minimal, undermining investor confidence that the Board’s interests are aligned with stockholders.

We believe that a sale of the Company presents the best path forward to maximize value for Gannett stockholders, rather than attempting in full view of the public markets to address its operational issues, find new leadership to pursue its unsuccessful strategic transformation and regain the trust of a skeptical investment community.

To reiterate, we believe that the Board should immediately take the following actions:

· Enter into discussions with MNG about a strategic combination;

· Hire an investment bank to conduct a review of strategic alternatives, including a potential sale of the Company

· Commit to a moratorium on digital acquisitions;

· Commit to a feasible, strategic and financial path forward before hiring a new CEO.

We request that the Board promptly contact us to arrange an opportunity to discuss our proposal to purchase the Company. If the Board refuses to engage with us in good faith and in a timely fashion, we reserve our rights to take action to protect the value of our investment, which may include seeking changes to the composition of the Board. Put plainly, MNG is committed to maximizing value for all Gannett shareholders and growing our newspaper business over the long term.

We hope that the Board will work with us to maximize value for all Gannett stockholders, and we look forward to receiving a response in an expeditious manner.

Sincerely,

On behalf of the Board of Directors, MNG Enterprises, Inc.

Chairman, R. Joseph Fuchs

Endnotes:

[i] Based on closing price as of December 31, 2018.

[ii] Gannett’s Publishing segment Adjusted EBITDA contribution to the Consolidated Entity is measured after allocation of Gannett’s Corporate and Other segment Adjusted Expenses on the basis of the segment’s revenue contribution; Data for the trailing twelve months as of September 30, 2018.

[iii] Gannett’s Consolidated Adjusted EBITDA of $472mm in 2014 as disclosed in Company filings and $328mm as the midpoint of the outlook range for 2018 Adjusted EBITDA as included in earnings release on November 8, 2018; Gannett’s Free Cash Flow of $247mm in 2014 as disclosed in 2015 10-K and $145mm on a trailing twelve month basis calculated from Company filings.

[iv] Gannett’s acquisition of ReachLocal for $162.5mm and SweetIQ for $31.8mm as disclosed in the Company’s 2017 10-K; Gannett paid approximately $145mm in cash to WordStream’s equity holders as disclosed on July 2, 2018; Further consideration to WordStream included up to an additional $20mm in potential cash earn-out payments based on WordStream meeting certain revenue targets and up to $6.4mm in cash payable upon the release of the escrow and expense holdbacks.

EX-99.2

Exhibit 99.2

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, $0.01 par value per share, of Gannett Co., Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: January 14, 2019

MNG Enterprises, Inc.
By:	/s/ Marshall Anstandig
	Name:	Marshall Anstandig
	Title:	Authorized Signatory

MNG Investment Holdings LLC
By:	MNG Enterprises, Inc., its sole member
By:	/s/ Marshall Anstandig
	Name:	Marshall Anstandig
	Title:	Authorized Signatory

Strategic Investment Opportunities LLC
By:	MNG Investment Holdings LLC, its managing member
By:	MNG Enterprises, Inc., its sole member
By:	/s/ Marshall Anstandig
	Name:	Marshall Anstandig
	Title:	Authorized Signatory

Alden Global Capital LLC
By:	/s/ Heath Freeman
	Name:	Heath Freeman
	Title:	President

/s/ Heath Freeman

Heath Freeman