UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d)

OFof ~~THE~~the ~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act OFof 1934

Date of ~~Report~~report (Date of earliest event reported): October 2925, 2019

GANNETT CO., INC.

(Exact name of registrant as specified in its 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)		(Zip Code)

7950 Jones Branch Drive, McLean, Virginia		22107-0910
(Address of principal executive offices)		(Zip Code)

(703) 854-6000

(Registrant’s telephone number, including area code)

~~Not Applicable~~N/A

(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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading

Symbol(s)

Name of each exchange

on which registered:

Common Stock, par value $0.01 per share

GCI

New York Stock Exchange (NYSE)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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 13(a) of the Exchange Act. ☐

Item 15.0104 ~~Entry~~Temporary ~~into~~Suspension aof ~~Material~~Trading ~~Definitive~~Under ~~Agreement~~Registrant’s Employee Benefit Plans.

As previously disclosed, on August 5, 2019, Gannett Co., Inc. (“Gannett”) entered into an Agreement and Plan of Merger ~~(the “Merger Agreement”)~~ with New Media Investment Group Inc. (“New Media”), 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 surviving the merger as a wholly owned subsidiary of Intermediate Holdco and an indirect wholly owned subsidiary of New Media (the “Merger”).

OnAs ~~October 29,~~a ~~2019,~~result ~~Gannett,~~of ~~New Media, Intermediate Holdco and Merger Sub entered into an amendment to~~ the ~~Merger~~occurrence ~~Agreement~~of (the ~~“Amendment”)~~Merger, ~~which alters certain governance matters set forth in Exhibit C of~~ the ~~Merger~~Gannett ~~Agreement.~~Stock ~~The~~Fund ~~Amendment~~and ~~provides that as of~~ the ~~effective~~Gannett ~~time~~ESOP ofCompany ~~the~~Match ~~Merger~~Fund (the “~~Effective~~Old ~~Time~~Gannett Stock Funds”), ~~three~~in ~~members of~~ the ~~Board~~Gannett ofCo., ~~Directors~~Inc. of401(k) ~~New~~Savings ~~Media~~Plan (the “~~New~~Savings ~~Media Board~~Plan”) ~~will consist of~~, atwhich ~~the~~hold ~~option~~shares of Gannett, ~~either~~common ~~(i) three~~stock, ~~directors~~will ~~designated~~be byclosed ~~Gannett~~and ~~from~~replaced ~~among~~with ~~the~~a ~~directors~~new ~~serving~~Stock onFund ~~the~~and ~~board~~a ofnew ~~directors~~ESOP ofCompany ~~Gannett~~Match asFund, ofin ~~immediately~~each ~~prior to the Effective Time~~case, ~~all~~denominated ofin ~~whom must qualify as an “independent director” with respect to~~ New Media ~~and~~common ~~Gannett~~stock ~~under~~ (the ~~rules and regulations of the~~ “New ~~York~~ Stock ~~Exchange (each, an “Independent Gannett Director~~Funds”)~~, or (ii) two Independent Gannett Directors designated by Gannett and Ms~~. ~~Barbara W.~~ ~~Wall,~~As ~~Gannett’s~~a ~~current~~result ~~Chief Legal Officer. Exhibit C~~ of the ~~Merger~~closing ~~Agreement continues to provide that the remaining six members~~ of the ~~New~~Old ~~Media~~Gannett ~~Board~~Stock asFunds ofand the ~~Effective~~creation ~~Time will consist~~ of ~~five directors designated by New Media from among~~ the ~~directors serving on the~~ New ~~Media~~Stock ~~Board~~Funds, asparticipants ofin ~~immediately prior to~~ the ~~Effective~~Savings ~~Time,~~Plan ~~all~~and oftheir ~~whom~~beneficiaries ~~must~~will ~~qualify~~be astemporarily anunable ~~“independent director” with respect~~ to ~~New~~exercise ~~Media,~~certain ~~FIG~~rights ~~LLC~~otherwise ~~and~~available ~~Apollo Capital Management, L.P.~~ under the ~~rules~~Savings ~~and~~Plan ~~regulations of~~ (the ~~New York Stock Exchange (each, an~~ “~~Independent New Media Director~~blackout”)~~, and the Chief Executive Officer of New Media~~.

InOn ~~addition~~October 25, 2019, Gannett received a notice from the ~~Amendment~~administrator ~~provides~~of ~~that~~the ifSavings MsPlan regarding the blackout. On October ~~Wall~~31, ~~becomes~~2019, Gannett provided a ~~member~~blackout notice to its directors and its officers who are subject to Section 16 of the ~~New~~Securities ~~Media~~Exchange ~~Board~~Act inof ~~accordance~~1934, ~~with~~as ~~the~~amended ~~foregoing~~(“Section 16”), ~~she~~informing them that a blackout will ~~serve~~be asimposed. ~~one~~The ofblackout ~~the~~is ~~four~~expected ~~members~~to begin at 1:00 p.m. Eastern Daylight Time on the day that is immediately prior to~~-be-created~~ ~~Transformation~~the ~~Committee~~closing date of the ~~New~~Merger ~~Media~~and ~~Board~~to end within ten (~~together~~10) business ~~with~~days ~~another~~after ~~Independent~~the ~~Gannett~~commencement ~~Director~~of ~~and~~the ~~two~~blackout. ~~Independent~~Subject ~~New~~to ~~Media~~the ~~Directors),~~receipt ~~and~~of ~~she~~the ~~will~~requisite ~~also~~approvals befrom ~~deemed~~Gannett toand beNew ~~“independent”~~Media ~~for~~stockholders ~~purposes~~and the satisfaction of ~~all~~other ~~matters~~customary ~~that~~closing ~~require~~conditions, Gannett expects that the ~~approval~~Merger ofwill ~~two-thirds~~close ofshortly following the ~~independent~~upcoming ~~directors~~Gannett ofand New Media ~~pursuant~~special tostockholder ~~Exhibit~~meetings, Cwhich toare ~~the~~currently ~~Merger~~scheduled ~~Agreement~~for November 14, 2019.

~~Other~~Any ~~than~~inquiries asduring ~~expressly modified pursuant to~~ the ~~Amendment,~~blackout ~~the~~may ~~Merger~~be ~~Agreement~~directed ~~remains~~to: ~~unchanged~~Elizabeth ~~and in full force and effect~~A. ~~The~~Allen, ~~foregoing~~Vice ~~description~~President, ofGeneral ~~the~~Counsel ~~Amendment does not purport to be complete~~ and ~~is subject to~~Secretary, ~~and~~7950 ~~qualified~~Jones inBranch ~~its~~Drive, ~~entirety by~~McLean, ~~the~~Virginia ~~full text of the Amendment~~22107, ~~a copy of which is filed herewith as Exhibit 2~~703-854-6000.1 ~~and is incorporated herein by reference.~~

~~Item~~Attached 8hereto as Exhibit 99.011 ~~Other~~and ~~Events~~incorporated by reference is a copy of the Blackout Notice.

On October 29, 2019, Gannett issued a joint press release with New Media announcing the expected composition of the New Media Board upon completion of the Merger, a copy of which is filed herewith as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
	2.1	Amendment No. 1 to Agreement and Plan of Merger, dated as of October 29, 2019, by and among Gannett Co., Inc., New Media Investment Group Inc., Arctic Holdings LLC and Arctic Acquisition Corp.
	99.1	Blackout Notice, dated October 31, 2019, provided to directors and Section 16 officers of Gannett
	99.1	Joint Press Release of Gannett Co., Inc. and New Media Investment Group Inc., dated October 29, 2019
	104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

~~Additional~~Cautionary ~~Information~~Statement ~~and~~Regarding ~~Where~~Forward-Looking toStatements ~~Find It~~

~~This~~Certain ~~communication~~statements ~~may~~in bethis ~~deemed~~communication tomay beconstitute ~~solicitation~~forward-looking ~~material~~statements inwithin ~~respect~~the meaning of the ~~proposed~~Private ~~transaction~~Securities ~~between~~Litigation ~~Gannett~~Reform ~~and~~Act ~~New~~of ~~Media~~1995. ~~The~~Forward-looking ~~proposed~~statements ~~transaction~~include ~~will~~all bestatements ~~submitted~~that toare ~~Gannett’s~~not ~~stockholders~~historical ~~and~~facts, ~~New~~including, ~~Media’s~~among ~~stockholders~~other ~~for their consideration. In connection with the proposed transaction~~things, ~~New~~statements ~~Media~~regarding ~~has filed with~~ the ~~Securities~~expected ~~and~~timetable ~~Exchange~~for ~~Commission~~completing ~~("SEC")~~ the ~~Registration Statement, which includes a prospectus with respect to shares of New Media’s common stock to be issued in the~~ proposed transaction ~~and~~between aGannett ~~joint~~and ~~proxy statement for~~ New Media’s. ~~stockholders~~Words ~~and~~such ~~Gannett’s~~as ~~stockholders~~ “anticipate(~~the~~s),” “~~Joint Proxy Statement”~~expect(s)~~. The Registration Statement was declared effective by the SEC on October 10~~,” ~~2019~~“intend(s),” ~~and the Joint Proxy Statement was first mailed to stockholders of New Media and Gannett on or about October 10~~“plan(s),” 2019. Each of New Media and Gannett may also file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITYHOLDERS OF GANNETT are urged to carefully read all relevant documents filed with the SEC“target(s),” ~~including the Registration Statement and the Joint Proxy Statement~~“project(s),” ~~as well as any amendments or supplements to these documents~~“believe(s),” ~~when they become available, because they~~ “will ~~contain important information about the proposed transaction. The Registration Statement~~,” ~~the Joint Proxy Statement and other relevant materials~~ “aim(~~when they become available~~s),” ~~and~~“would,” ~~any other documents filed or furnished by Gannett or New Media with the SEC may be obtained free of charge at the SEC’~~“seek(s ~~web site~~),” ~~http://www.sec.gov. Copies will also be available at no charge in the~~ “~~Investor Relations~~estimate(s)” ~~sections~~and ofsimilar ~~Gannett’s~~expressions ~~website,~~are ~~www.gannett.com,~~intended ~~and~~to ~~New~~identify ~~Media’s~~such ~~website,~~forward-looking ~~www~~statements.~~newmediainv.com.~~

NoForward-looking ~~Offer~~statements are based on Gannett’s current expectations and beliefs, and Gannett cannot give any assurance that its expectations or ~~Solicitation~~beliefs will be attained. These forward-looking statements and are not a guarantee of future performance are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results or events to differ, possibly materially, from the expectations or estimates reflected in such forward-looking statements, including, among others:

~~This~~• ~~communication~~the isparties’ ~~neither~~ability ~~an offer~~ to ~~sell,~~consummate ~~nor a solicitation of an offer to buy, any securities in any jurisdiction pursuant to or in connection with~~ the proposed transaction orand ~~otherwise,~~to ~~nor~~meet ~~shall~~expectations ~~there~~regarding ~~be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting~~ the ~~requirements~~timing ofand ~~Section 10~~completion of the ~~Securities~~proposed ~~Act of 1933, as amended, and otherwise in accordance with applicable law.~~ transaction;

•

the satisfaction or waiver of the conditions to the completion of the proposed transaction, including the receipt of the required approval of Gannett’s stockholders and New Media’s stockholders with respect to the proposed transaction, in each case, on the terms expected or on the anticipated schedule;

•

the risk that the parties may be unable to achieve the anticipated benefits of the proposed transaction, including synergies and operating efficiencies, within the expected time-frames, or at all;

•

the risk that the committed financing necessary for the consummation of the proposed transaction is unavailable at the closing, and that any replacement financing may not be available on similar terms, or at all;

•

the risk that the businesses will not be integrated successfully or that integration may be more difficult, time-consuming or costly than expected;

•

the risk that operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the proposed transaction;

•

general economic and market conditions;

•

the retention of certain key employees; and

•

the combined company’s ability to grow its digital marketing and business services initiatives, and grow its digital audience and advertiser base.

Additional risk factors that could cause actual results to differ materially from expectations include, but are not limited to, the risks identified by Gannett in its most recent Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q and its Current Reports on Form 8-K, as well as the risks identified in the registration statement on Form S-4 (File No. 333-233509) filed by New Media. All forward-looking statements speak only as of the date on which they are made. Except to the extent required by law, Gannett expressly disclaims any obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

SIGNATURES

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: October 29, 2019	By:	/s/ Elizabeth A. Allen
Date: October 31, 2019	By:	/s/ Barbara W. Wall
		Elizabeth A. Allen
		Barbara W. Wall
		Vice President, General Counsel and Secretary
		Senior Vice President and Chief Legal Officer

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