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

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.         )

Filed by the Registrant ☒

Filed by a Party other than the Registrant  o

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

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 October 9, 2019, the most recent practicable date for which such information was available, the exchange ratio represented approximately $4.39 in value for each share of Gannett common stock, and when combined with the cash consideration, represented total consideration of $10.64 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 24.

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 October 10, 2019 and is first being mailed to New Media and Gannett stockholders on or about October 10, 2019.

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 NOVEMBER 14, 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 Woodcliff Hotel & Spa, 199 Woodcliff Drive, Fairport, New York 14450 on November 14, 2019 at 8:00 a.m., local time, to consider and vote on the following proposals:

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 September 26, 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,

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:

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

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

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON NOVEMBER 14, 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 Gannett's headquarters, located at 7950 Jones Branch Drive, McLean, Virginia 22107 on November 14, 2019 at 10:00 a.m., local time, to consider and vote on the following proposals:

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 September 26, 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 45 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.

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:

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

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:

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 November 6, 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 215.

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 October 10, 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:

TABLE OF CONTENTS

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.

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”).

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

If you choose to submit your proxy through the internet or by telephone, your proxy must be received by 11:59 p.m. Eastern Time on November 13, 2019 in order to be counted at the special meetings.

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 11:59 p.m. Eastern Time on November 11, 2019.

Gannett Stockholders:

If you choose to grant a valid proxy bearing a later date through the internet or by telephone, your proxy must be received by 11:59 p.m. Eastern Time on November 13, 2019 in order to be counted at the special meetings and to revoke any previous proxy.

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.

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 11:59 p.m. Eastern Time on November 11, 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.

the section entitled “Material U.S. Federal Income Tax Consequences—General” beginning on page 172) 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” beginning on page 173, a Non-U.S. holder (as defined below in the section entitled “Material U.S. Federal Income Tax Consequences—General” beginning on page 172) 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 174, 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 173 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.

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 215. 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”.

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.

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 145.

Structure of the Merger (see page 145)

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 146)

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 157)

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 157)

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.

Opinion of New Media’s Financial Advisor (see page 89)

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 96)

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.

Opinions of Gannett’s Financial Advisors (see page 103)

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 $18 million (based on the closing share price of New Media common stock on September 23, 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 $18 million (based on the closing share price of New Media common stock on September 23, 2019), all of which is contingent upon consummation of the merger.

Interests of New Media Directors and Executive Officers in the Merger (see page 126)

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.

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 127)

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 146)

At the effective time:

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.

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

Material U.S. Federal Income Tax Consequences (see page 172)

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 172) 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” beginning on page 173, a Non-U.S. holder (as defined below in the section entitled “Material U.S. Federal Income Tax Consequences—General” beginning on page 172) 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 174, 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 173 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 136)

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 required 30-day waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on September 25, 2019. New Media and Gannett made the requisite competition filing with the European Commission on September 30, 2019.

Financing of the Transaction and Treatment of Existing Debt (see page 136)

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 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 137)

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 134)

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:

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.

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 153)

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 Agreement—Covenants and Agreements—No Solicitation” beginning on page 153) 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 Agreement—Covenants and Agreements—No Solicitation” beginning on page 153) 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 Recommendations (see page 155)

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 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 Agreement—Covenants and Agreements—No Solicitation” beginning on page 153), 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 Agreement—Covenants and Agreements—Changes in Recommendations” beginning on page 155.

Conditions to the Merger (see page 164)

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:

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:

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:

Closing of the Merger (see page 145)

Unless the merger agreement is terminated, as described in the section entitled “The Merger Agreement—Termination” beginning on page 166, 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 166)

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):

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 168)

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:

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

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

Appraisal Rights (see page 140)

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.

Litigation Related to the Merger (see page 144)

As of October 2, 2019, three complaints have been filed in the United States District Court for the District of Delaware and one complaint has been filed in the United States District Court for the Southern District of New York seeking to enjoin the proposed transaction and other relief. On September 11, 2019, a complaint was filed against Gannett and the members of the Gannett Board captioned Stein v. Gannett Co., Inc., et al., Case No. 1:19-cv-01705-UNA (D. Del.). On September 16, 2019, a putative class action complaint was filed against Gannett, the members of the Gannett Board, New Media, Intermediate Holdco and Merger Sub on behalf of the public stockholders of Gannett under the caption Scarantino v. Gannett Co., Inc., et al., Case No. 1:19-cv-01740-UNA (D. Del.). On September 30, 2019, a complaint was filed against Gannett and the

members of the Gannett Board under the caption Humbert v. Gannett Co. Inc., et al., Case No. 1:19-cv-09081 (S.D.N.Y.). On October 2, 2019, a complaint was filed against Gannett and the members of the Gannett Board under the caption Steiner v. Gannett Co., Inc., et al., Case No. 1:19-cv-01851 (D. Del.). These complaints allege that the registration statement filed in connection with the proposed transaction on August 29, 2019 omitted material information in violation of Sections 14(a) and 20(a) of the Exchange Act, rendering the registration statement false and misleading.

The defendants believe that these complaints are without merit and that no further disclosure is required to supplement the registration statement under applicable laws. However, to avoid the risk that the action may delay or otherwise adversely affect the consummation of the proposed transaction and to minimize the expense of defending such action, Gannett and New Media are voluntarily making certain supplemental disclosures herein. Nothing in this joint proxy statement/prospectus shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the supplemental disclosures set forth herein.

The Meetings

The New Media Special Meeting (see page 36)

Date, Time, Place and Purpose

The New Media special meeting will be held at Woodcliff Hotel & Spa, 199 Woodcliff Drive, Fairport, New York 14450, on November 14, 2019, at 8:00 a.m., local time.

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

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 September 26, 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 60,480,075 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:

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 1,039,804 shares of New Media common stock, or approximately 1.72% 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 42)

Date, Time, Place and Purpose

The Gannett special meeting will be held at Gannett's headquarters, located at 7950 Jones Branch Drive, McLean, Virginia 22107, on November 14, 2019, at 10:00 a.m., local time.

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

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 September 26, 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 114,674,630 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:

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 771,637 shares of Gannett common stock, or approximately 0.67% 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.

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 215. 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

Balance Sheet Data of New Media

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 215. 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.

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.

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” beginning on page 215 and “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 178. 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.

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” beginning on page 178. 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. Under the acquisition term loan facility, New Media will be prohibited from paying cash dividends until after the thirtieth day of the second full fiscal quarter after the closing of the merger and thereafter will be permitted to pay cash dividends only in accordance with the limitations set forth in the acquisition term loan facility.

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this joint proxy statement/prospectus, including the matters addressed in the section entitled “Special Note Regarding Forward-Looking Statements” beginning on page 33, New Media stockholders should carefully consider the following risks before deciding whether to vote to approve the New Media proposals, and Gannett stockholders should carefully consider the following risk factors before deciding whether to vote to approve the Gannett proposals. In addition, you should read and consider the risks associated with each of the businesses of New Media and Gannett because these risks will relate to the combined company following the completion of the merger. Descriptions of some of these risks can be found in the respective Annual Reports of New Media and Gannett on Form 10-K for the fiscal year ended December 30, 2018 and December 31, 2018, respectively, as such risks may be updated or supplemented in each company’s subsequently filed Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, which are incorporated by reference into this joint proxy statement/prospectus. New Media and Gannett urge you to carefully read this entire joint proxy statement/prospectus and its annexes and the other documents incorporated by reference into this joint proxy statement/prospectus. See also the section entitled “Where You Can Find More Information” beginning on page 215.

Risks Relating to the Merger

The exchange ratio is fixed and will not be adjusted in the event of any change in the stock prices of either New Media or Gannett.

At the closing of the merger, each share of Gannett common stock will be converted into the right to receive $6.25 in cash and 0.5427 fully paid and nonassessable shares of New Media common stock with cash paid in lieu of fractional shares of New Media common stock that otherwise would have been issued. This exchange ratio is fixed in the merger agreement and will not be adjusted for changes in the market price of either New Media common stock or Gannett common stock. Because the exchange ratio is fixed, changes in the price of New Media common stock prior to the merger will affect the value of the merger consideration that Gannett stockholders will receive following the effective time. In addition, New Media will issue an amount of shares of New Media common stock in the merger based on the number of shares of Gannett common stock outstanding as of the effective time, and the amount of shares of New Media common stock issued in the merger will not change based on the price of the shares of New Media common stock or Gannett common stock as of the effective time or their relative price, or any changes in their price or relative price prior to the merger. As a result, changes in the price of New Media common stock prior to the completion of the merger will affect the value of New Media common stock that Gannett stockholders will receive pursuant to the merger.

Changes in the market prices of New Media common stock and Gannett common stock may result from a variety of factors that are beyond New Media’s and Gannett’s control, including changes in business, operations, financial results and prospects, regulatory considerations, governmental actions, and legal proceedings and developments. The price of New Media common stock has fluctuated during the period between the date the merger agreement was executed and the date of this joint proxy statement/prospectus, and may continue to change through the date of the special meetings and the effective time. As a result, the market value represented by the exchange ratio will also vary. For example, based on the range of closing prices of New Media common stock during the period from August 2, 2019, the last full trading day before New Media’s public announcement of its intent to acquire Gannett, through October 9, 2019, the latest practicable date before the date of this joint proxy statement/prospectus, the exchange ratio represented a market value ranging from a low of 3.86 to a high of 5.81 for each share of Gannett common stock. The actual market value of the New Media common stock received by Gannett stockholders upon the completion of the merger may be outside of this range. As such, at the time of the relevant company’s meeting of stockholders to consider and vote on the New Media proposals or Gannett proposals, as applicable, Gannett’s stockholders will not know or be able to determine the exact value of the merger consideration.

The merger is subject to conditions, some or all of which may not be satisfied or completed on a timely basis, if at all. Failure to complete the merger in a timely manner or at all could have adverse effects on New Media and Gannett.

The completion of the merger is subject to a number of conditions that must be satisfied or waived, including, among others, (1) the approval by New Media stockholders of the Transactions Proposal; (2) the approval of Gannett stockholders of the Merger Proposal; (3) the termination or expiration of the waiting period under the HSR Act; (4)

confirmation of approval under the European Union Merger Regulation and (5) the absence of an injunction prohibiting completion of the merger. These conditions make the completion and timing of the completion of the merger uncertain. For more information, see “The Merger Agreement—Conditions to the Merger” beginning on page 164. Also, either New Media or Gannett may terminate the merger agreement if the merger is not completed by February 5, 2020 (or, if the reason for not closing by February 5, 2020 is that 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 of the parties have been satisfied, duly waived or are then capable of being satisfied, May 5, 2020), except that this right to terminate the merger agreement due to the occurrence of the end date will not be available to any party whose failure to perform any obligation under the merger agreement has principally caused or resulted in the failure of the merger to be consummated on or before that date.

If the merger is not completed, New Media’s and Gannett’s respective ongoing businesses, financial condition, financial results and stock prices may be adversely affected and, without realizing any of the benefits of having completed the merger, New Media and Gannett will be subject to a number of risks, including the following:

In addition, if the merger is not completed, New Media or Gannett could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against New Media or Gannett to perform their respective obligations under the merger agreement. The materialization of any of these risks could adversely impact New Media and Gannett’s respective ongoing businesses, financial condition, financial results and stock price.

Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger.

The merger is subject to the requirements of the HSR Act and the European Union Merger Regulation, and regulatory authorities may impose conditions that could have an adverse effect on New Media, Gannett or the combined company or that could delay, prevent or increase the costs associated with completion of the merger.

Before the merger may be completed, any waiting period (or extension thereof) applicable to the merger under the HSR Act must have expired or been terminated and any confirmation of approval under the European Union Merger Regulation must have been received. On August 26, 2019, New Media and Gannett each filed their respective requisite notification and report form under the HSR Act with the DOJ and the FTC. The required 30-day waiting period under the HSR Act expired at 11:59 p.m. Eastern Time on September 25, 2019. New Media and Gannett made the requisite competition filing with the European Commission on September 30, 2019. New Media and Gannett are not currently aware of any material governmental consents, approvals or filings that are required prior to the parties’ completion of the transaction other than those under the HSR Act

and the European Union Merger Regulation. If additional approvals, consents, clearances or filings are required to complete the transaction, New Media and Gannett intend to seek such consents and approvals and make such filings. Regulators may impose conditions, terms, obligations or restrictions in connection with granting approvals or consents for the merger, and such conditions, terms, obligations or restrictions may delay completion of the merger or impose additional material costs on or materially limit the revenues of the combined company or the ability to obtain the anticipated synergies following the completion of the merger. There can be no assurance that regulators will choose not to impose such conditions, terms, obligations or restrictions, and, if imposed, such conditions, terms, obligations or restrictions may delay or lead to the abandonment of the merger.

Under the merger agreement, New Media and Gannett have agreed to use their respective reasonable best efforts to obtain as promptly as practicable all waiting period expirations or terminations, consents, clearances, waivers, exemptions, licenses, orders, registrations, approvals, permits, and authorizations necessary or advisable to be obtained from any governmental entity in order to consummate the merger or any of the other transactions contemplated by the merger agreement, except that neither New Media nor Gannett may be required to offer, accept, agree to or commit to any term, condition, liability, obligation or undertaking that is not conditioned on the consummation of the merger or that, individually or in the aggregate, would have or would be reasonably likely to have a material adverse effect on the business, results of operations, assets or financial condition of Gannett or of New Media (provided that for this purpose, New Media shall be deemed to be of a size and scale that is equal to Gannett) (a “burdensome condition”). For a more detailed description of the required regulatory approvals and New Media’s and Gannett’s obligations with respect to these approvals, see “The Merger Agreement—Covenants and Agreements—Governmental and Regulatory Approvals” beginning on page 158.

The merger agreement contains provisions that limit New Media’s and Gannett’s ability to pursue alternatives to the merger, which could discourage a potential competing acquirer or third party from making a favorable alternative transaction proposal and, in specified circumstances, could require New Media or Gannett to pay a substantial termination fee.

The merger agreement contains provisions that make it more difficult for New Media or Gannett to enter into alternative transactions. The merger agreement contains certain provisions that restrict New Media’s and Gannett’s ability to, among other things, solicit, initiate or knowingly encourage or knowingly facilitate the submission of inquiries, proposals or offers relating to or that would reasonably be expected to lead to any acquisition proposal from a third party. The merger agreement also provides that each of the New Media Board and the Gannett Board will not change its recommendation that New Media stockholders or Gannett stockholders, as applicable, approve the proposals to be considered at the New Media special meeting and the Gannett special meeting, respectively, subject to limited exceptions. See the section entitled “The Merger Agreement—Covenants and Agreements—No Solicitation” beginning on page 153.

In addition, New Media or Gannett may be required to pay a termination fee of $28 million or $45 million, respectively, to the other party if the merger is not consummated under specified circumstances. See the section entitled “The Merger Agreement—Termination Fees; Expenses” beginning on page 168 for a description of the circumstances under which such a termination fee is payable. Notwithstanding the foregoing, in no event will the termination fee be paid to either party more than once. In addition, upon approval of the Merger Proposal by Gannett’s stockholders and approval of the Transactions Proposal by New Media’s stockholders, Gannett’s and New Media’s respective right to terminate the merger agreement in response to a superior proposal will be eliminated. While New Media and Gannett believe these provisions are reasonable, customary and not preclusive of other offers, the provisions might discourage a third party that has an interest in acquiring all or a significant part of New Media or Gannett from considering or proposing such acquisition, even if such party were prepared to pay consideration with a higher per-share value than the currently proposed merger consideration, in the case of Gannett, or if such party were prepared to enter into an agreement that may be more favorable to New Media and its stockholders, in the case of New Media. Furthermore, the requirement to pay a termination fee under certain circumstances may result in a third party proposing to pay a lower per-share price to acquire New Media or Gannett, as applicable, than it might otherwise have proposed to pay because of the added expense of the termination fee that may become payable by either New Media or Gannett in certain circumstances.

Certain directors and executive officers of New Media and Gannett have interests in the merger that may be different from, or in addition to, the interests of New Media’s stockholders and Gannett’s stockholders generally.

Certain executive officers and directors may have interests in the merger that are different from, or in addition to, yours. The executive officers and directors of Gannett have arrangements with Gannett that provide for severance, accelerated vesting of certain rights and other benefits upon completion of the merger and/or if their employment or service is terminated under certain circumstances following the completion of the merger. Other interests include the continued employment of certain executive officers of New Media and Gannett following the merger, the continued positions of certain directors of New Media and Gannett as directors of New Media, the interests of certain New Media executive officers who are affiliates of the Manager in the economic benefits to the Manager associated with entry into the Amended Management Agreement, and the indemnification of Gannett executive officers and directors by New Media. Stockholders should be aware of these interests before deciding whether to vote for the approval of the New Media proposals or the Gannett proposals. See the sections entitled “The Merger—Interests of New Media Directors and Executive Officers in the Merger” beginning on page 126 and “The Merger—Interests of Gannett Directors and Executive Officers in the Merger” beginning on page 127.

Each party is subject to business uncertainties and contractual restrictions while the proposed merger is pending, which could adversely affect each party’s business and operations.

In connection with the pendency of the merger, it is possible that some customers, suppliers and other persons with whom New Media or Gannett has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with New Media or Gannett, as the case may be, as a result of the merger, which could negatively affect New Media’s or Gannett’s respective revenues, earnings and cash flows, as well as the market price of New Media common stock or Gannett common stock, regardless of whether the merger is completed.

Under the terms of the merger agreement, each of New Media or Gannett is subject to certain restrictions on the conduct of its business prior to completing the merger, which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or make capital expenditures. Such limitations could adversely affect each party’s business and operations prior to the completion of the merger. See “The Merger Agreement—Covenants and Agreements—Conduct of Business by the Parties” beginning on page 151.

Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of the combined company.

New Media and Gannett are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. The combined company’s success after the completion of the merger will depend in part upon the ability of the combined company to retain key management personnel and other key employees of New Media and Gannett. Prior to completion of the merger, current and prospective employees of New Media and Gannett may experience uncertainty about their roles within the combined company following the completion of the merger, which may have an adverse effect on the ability of each of New Media and Gannett to attract or retain key management and other key personnel. In addition, no assurance can be given that the combined company will be able to attract or retain key management personnel and other key employees of New Media and Gannett to the same extent that New Media and Gannett have previously been able to attract or retain their own employees.

Potential litigation against New Media and Gannett could result in an injunction preventing the completion of the merger or a judgment resulting in the payment of damages.

Stockholders of New Media and/or Gannett have filed and may continue to file lawsuits against New Media, Gannett and/or the directors and officers of either company in connection with the merger. These lawsuits could prevent or delay the completion of the merger and result in significant costs to Gannett and/or New Media, including any costs associated with the indemnification of directors and officers. The defense or settlement of any lawsuit or claim that remains unresolved at the time the merger is completed may adversely affect the combined company’s business, financial condition, results of operations and cash flows.

New Media’s certificate of incorporation provides that the Delaware Court of Chancery, and Gannett’s certificate of incorporation provides that a state court located within Delaware (or, if no state court located within Delaware has jurisdiction, the federal district court for the District of Delaware), will be the sole and exclusive forum for certain disputes between each of New Media and Gannett and their respective stockholders, which could limit the ability of New Media stockholders or Gannett stockholders to choose the judicial forum for certain proceedings relating to New Media or Gannett, as applicable.

New Media’s certificate of incorporation provides that the Delaware Court of Chancery, and Gannett’s certificate of incorporation provides that a state court located within Delaware (or, if no state court located within Delaware has jurisdiction, the federal district court for the District of Delaware), subject to Gannett’s consent in writing to the selection of an alternative forum, will be the sole and exclusive forum for:

These forum selection provisions may limit the ability of New Media stockholders or Gannett stockholders to bring a claim in a judicial forum that they find favorable or cost-efficient for disputes with New Media or Gannett, as applicable, or any of their respective directors, officers or other employees, which may discourage lawsuits with respect to such claims.

New Media’s forum selection provision is not intended to apply to claims arising under the Securities Act and the Exchange Act. To the extent the provision could be construed to apply to such claims, there is uncertainty as to whether a court would enforce the provision in such respect, and New Media stockholders cannot waive New Media’s compliance with federal securities laws and the rules and regulations thereunder.

Completion of the merger may trigger change in control or other provisions in certain agreements to which Gannett is a party, which may have an adverse impact on the combined company’s business and results of operations.

The completion of the merger may trigger change in control and other provisions in certain agreements to which Gannett is a party. If New Media and Gannett are unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages. Even if New Media and Gannett are able to negotiate waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Gannett or the combined company. Any of the foregoing or similar developments may have an adverse impact on the combined company’s business and results of operations.

The shares of New Media common stock to be received by Gannett stockholders upon completion of the merger will have different rights from shares of Gannett common stock.

Following completion of the merger, Gannett stockholders will no longer be stockholders of Gannett but will instead become stockholders of New Media, and their rights as New Media stockholders will be governed by the terms of New Media’s amended and restated certificate of incorporation and amended and restated bylaws, as amended. The terms of New Media’s amended and restated certificate of incorporation and amended and restated bylaws, as amended, are in some respects materially different than the terms of Gannett’s restated certificate of incorporation and amended and restated bylaws, which currently govern the rights of Gannett stockholders. See “Comparison of Rights of New Media Stockholders and Gannett Stockholders” beginning on page 201 for a discussion of the different rights associated with shares of Gannett common stock and shares of New Media common stock.

The unaudited pro forma condensed combined financial information included in this joint proxy statement/prospectus is presented for illustrative purposes only and the actual financial condition and results of operations of New Media following the completion of the merger may differ materially.

The unaudited pro forma condensed combined financial information contained in this joint proxy statement/prospectus is presented for illustrative purposes only, is based on various adjustments, assumptions and preliminary estimates and may not be an indication of New Media’s financial condition or results of operations following the merger and the other transactions for several reasons. The actual financial condition and results of operations of New Media following the completion of the merger may not be consistent with, or evident from, this unaudited pro forma condensed combined financial information. In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information may not prove to be accurate, and other factors may affect New Media’s financial condition or results of operations following the transactions. Any potential decline in New Media’s financial condition or results of operations may cause significant variations in the stock price of New Media. In addition, the unaudited pro forma condensed combined financial information does not constitute projections of future financial performance or results of operations. For more information, see “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 178.

The unaudited prospective financial information for New Media and Gannett included in this joint proxy statement/prospectus reflects the management estimates of New Media and Gannett, respectively, and the actual performance of New Media or Gannett may differ materially from the unaudited prospective financial information included in this joint proxy statement/prospectus.

This joint proxy statement/prospectus includes certain unaudited prospective financial information that was prepared by, or as directed by, the management of New Media or the management of Gannett, as applicable. None of these forecasts were prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, GAAP or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These projections are inherently based on various estimates and assumptions that are subject to the judgments of New Media and Gannett, as applicable. These projections are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of New Media and Gannett. There can be no assurance that New Media’s or Gannett’s financial condition or results of operations will be consistent with those set forth in the unaudited prospective financial information, which could have an adverse impact on the market price of New Media common stock or the financial position of New Media following the merger. For additional information, see the section entitled “The Merger—Certain New Media and Gannett Unaudited Prospective Financial Information” beginning on page 80.

The merger will involve substantial costs.

New Media and Gannett have incurred and expect to continue to incur substantial costs and expenses relating directly to the merger and the Share Issuance, including debt refinancing costs, fees and expenses payable to legal and financial advisors, other professional fees and expenses, insurance premium costs, fees and costs relating to regulatory filings and notices, SEC filing fees, printing and mailing costs and other transaction-related costs, fees and expenses. If the merger is not completed, New Media and Gannett will have incurred substantial expenses for which no ultimate benefit will have been received by either company.

Risks Relating to the Combined Company Following the Merger

New Media may not achieve the intended benefits and the merger may disrupt its current plans or operations.

There can be no assurance that New Media will be able to successfully integrate Gannett’s assets or otherwise realize the expected benefits of the potential transaction (including anticipated annual operating cost and capital synergies). Difficulties in integrating Gannett into New Media may result in the combined company performing differently than expected, in operational challenges or in the failure to realize anticipated synergies and efficiencies in the expected timeframe or at all. The integration of the two companies may result in material challenges, including the diversion of management’s attention from ongoing business concerns; retaining key management and other employees; retaining existing business and operational relationships, including customers, suppliers and employees and other counterparties, and attracting new business and operational relationships; the possibility of faulty assumptions underlying expectations regarding the integration process and associated

expenses; consolidating corporate and administrative infrastructures and eliminating duplicative operations; coordinating geographically separate organizations; unanticipated issues in integrating information technology, communications and other systems; as well as unforeseen expenses or delays associated with the acquisition.

New Media will incur a substantial amount of indebtedness and other payment obligations in connection with the financing for the merger.

New Media expects to fund the cash portion of the consideration by incurring $1.792 billion of third-party indebtedness. New Media cannot guarantee that it will be able to generate sufficient cash flow to service and repay this indebtedness, or that it will be able to refinance such indebtedness on favorable terms, or at all. The failure to so repay or refinance such indebtedness could have a material adverse effect on New Media’s business, financial condition, results of operations, cash flows and/or share price. If New Media is unable to service such indebtedness and fund its operations, New Media may be forced to reduce or delay capital expenditures, seek additional capital, sell assets or refinance New Media’s indebtedness. Any such action may not be successful and New Media may be unable to service such indebtedness and its operations, which could have a material adverse effect on New Media’s business, financial condition, results of operations, cash flows and/or share price. For more information about the financing of the merger, see “The Merger—Financing of the Transaction and Treatment of Existing Debt” beginning on page 136.

New Media’s significant additional indebtedness following the merger could adversely affect New Media’s financial position and prevent New Media from fulfilling its obligations with respect to such indebtedness. Any refinancing of this debt could be at significantly higher interest rates. New Media’s substantial indebtedness could lead to adverse consequences.

New Media’s increased indebtedness following the completion of the merger could have adverse consequences, including but not limited to:

The terms of New Media’s indebtedness currently impose, and any additional indebtedness it incurs in the future may impose, significant operating and financial restrictions on it. These restrictions limit the ability of New Media and its subsidiaries to, among other things, incur additional indebtedness, make investments and acquisitions, pay certain dividends, prepay other indebtedness, sell assets, merge, incur certain liens, enter into agreements with its affiliates, make capital expenditures, change the business of New Media and its subsidiaries, engage in sale/leaseback transactions, change the fiscal year of New Media and its subsidiaries and modify organizational documents and other debt documents. In addition, the existing New Media credit agreement requires, and following the merger the acquisition term loan facility documentation will require, New Media (or certain of its subsidiaries) to maintain specified financial covenants. A breach of any of these covenants or New Media’s (or such subsidiaries’) inability to maintain the required financial covenants could result in a default under the related indebtedness. If a default occurs, the relevant lenders could elect to declare such indebtedness, together with accrued interest and other fees, to be immediately due and payable. These factors could have a material adverse effect on New Media’s business, financial condition, results of operations, cash flows and/or stock price.

Apollo will have appointment rights with respect to the New Media Board, and Apollo’s interests may conflict with those of New Media and its stockholders.

The acquisition term loan facility documentation will grant Apollo the right to appoint two board observers to the New Media Board. In the event that the ratio of consolidated debt to EBITDA (as such terms are defined

in the acquisition term loan facility documentation) drops below certain agreed-upon thresholds, Apollo will have the right to appoint one or two voting directors reasonably acceptable to New Media in lieu of such board observer(s). The interests of Apollo, as a lender under the acquisition term loan facility, may conflict with those of New Media and its stockholders.

New Media stockholders and Gannett stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over the policies of the combined company than they now have on the policies of New Media and Gannett, respectively.

New Media stockholders currently have the right to vote in the election of the New Media Board and on other matters affecting New Media. Gannett stockholders currently have the right to vote in the election of the Gannett Board and on other matters affecting Gannett. Immediately after the merger is completed, it is expected that current New Media stockholders will own approximately 50.5% of the combined company’s common stock outstanding and current Gannett stockholders will own approximately 49.5% of the combined company’s common stock outstanding, respectively.

As a result, current New Media stockholders and Gannett stockholders will have less influence on the policies of the combined company than they now have on the policies of New Media and Gannett, respectively.

The market price of the combined company’s common stock may be affected by factors different from those affecting the price of New Media or Gannett common stock.

Following completion of the merger, holders of New Media common stock and Gannett common stock will be holders of New Media common stock. As the businesses of New Media and Gannett are different, the results of operations as well as the price of the combined company’s common stock may in the future be affected by factors different from those factors affecting New Media and Gannett as independent standalone companies. The combined company will face additional risks and uncertainties that New Media or Gannett may currently not be exposed to as independent companies.

The market price of New Media’s common stock may decline as a result of the merger.

The market price of New Media common stock may decline as a result of the merger if, among other things, the combined company is unable to achieve the expected benefits of the potential transaction (including anticipated annual operating cost and capital synergies) in connection with the integration of New Media’s and Gannett’s businesses, or if the transaction costs related to the merger are greater than expected. The market price also may decline if the combined company does not achieve the perceived benefits of the transaction as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on the combined company’s financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

The issuance of shares of New Media common stock in the merger, including the 4,205,607 shares of New Media common stock issued to the Manager at closing, could on its own have the effect of depressing the market price for New Media common stock. In addition, many Gannett stockholders may decide not to hold the shares of New Media common stock they receive as a result of the merger. Other Gannett stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of New Media common stock they receive as a result of the merger. Such sales of New Media common stock may take place shortly following the completion of the merger and could have the effect of depressing the market price for New Media common stock.

New Media cannot assure you that it will be able to continue paying dividends at the current rate, and the acquisition term loan facility includes restrictions on the payment of dividends.

The New Media Board will have sole discretion to determine whether any dividends will be declared, when dividends, if any, are declared, and the amount of such dividends. Following the merger, the amount of dividends that New Media will declare and pay to New Media stockholders, if any, cannot yet be determined and depends on a number of factors. For instance, New Media expects to issue approximately 67.5 million shares of New Media common stock in connection with the merger, including the 4,205,607 shares of New Media common stock issued to the Manager at closing (though the exact number of shares issued will depend on the number of shares of Gannett common stock outstanding at closing). Continuing to pay a dividend following the merger will

require additional cash to pay such dividends, which New Media may not have. Additionally, the acquisition term loan facility documentation will prohibit New Media from paying cash dividends until after the thirtieth day of the second full fiscal quarter after the closing of the merger, and after such date, will only permit New Media to pay cash dividends up to an agreed-upon amount, provided the ratio of consolidated debt to EBITDA (as such terms are defined in the acquisition term loan facility documentation) does not exceed an agreed-upon ratio. For these and other reasons generally affecting the ability to pay dividends, stockholders may not receive the same dividends received in prior quarters if the merger closes. Stockholders also should be aware that they have no contractual or other legal right to dividends that have not been declared.

Activities undertaken during the pendency of the merger to complete the merger and the other transactions contemplated by the merger agreement may divert management attention and resources.

If the efforts and actions required of New Media and Gannett in order to consummate the merger and the other transactions contemplated by the merger agreement are more difficult, costly or time consuming than expected, such efforts and actions could result in the diversion of each company’s management’s attention and resources or the disruption or interruption of, or the loss of momentum in, each company’s ongoing businesses, which could adversely affect the business and financial results of New Media or Gannett, as applicable.

The merger may not be accretive and may cause dilution to New Media’s earnings per share, which may negatively affect the market price of New Media common stock.

New Media currently anticipates that the merger will be accretive to earnings per share in 2020. This expectation, however, is based on preliminary estimates which may materially change, including the currently expected timing of the merger. New Media could also encounter additional transaction-related costs or other factors such as a delay in the closing of the merger and/or the failure to realize all of the benefits anticipated in the merger. All of these factors could cause dilution to New Media’s earnings per share or decrease or delay the expected accretive effect of the merger and cause a decrease in the market price of New Media common stock.

Other Risk Factors of New Media and Gannett

New Media’s and Gannett’s businesses are and will be subject to the risks described above. In addition, New Media and Gannett are, and will continue to be, subject to the risks described in New Media’s Annual Report on Form 10-K for the fiscal year ended December 30, 2018 and Gannett’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, respectively, as, in each case, updated by any subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and are incorporated by reference into this joint proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page 215 for the location of information incorporated by reference in this joint proxy statement/prospectus.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this joint proxy statement/prospectus may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that are not historical facts, including, among other things, statements regarding the expected timetable for completing the merger, the benefits and synergies of the merger, future opportunities for the combined company and New Media’s and Gannett’s future operations, financial or operating results, dividend policy, leverage ratio, future earnings and other expectations, targets or illustrative examples of financial measures for future periods. Words such as “anticipate(s)”, “expect(s)”, “intend(s)”, “plan(s)”, “target(s)”, “project(s)”, “believe(s)”, “will”, “aim(s)”, “would”, “seek(s)”, “estimate(s)” and similar expressions are intended to identify such forward-looking statements.

Forward-looking statements are based on New Media’s and Gannett’s respective management’s current expectations and beliefs, and neither New Media nor Gannett can give any assurance that its expectations or beliefs will be attained. These forward-looking statements are not a guarantee of future performance and 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:

Additional risk factors that could cause actual results to differ materially from expectations include, but are not limited to, the risks identified by New Media and Gannett in their respective most recent Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. All forward-looking statements speak only as of the date on which they are made. Except to the extent required by law, New Media and Gannett expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements contained in this joint proxy statement/prospectus to reflect any change in their expectations with regard thereto or change in events, conditions or circumstances on which any statement is based.

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 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. With its collection of assets, New Media focuses on two large categories: consumers and SMBs.

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.

New Media believes that its focus on owning and operating leading local-content-oriented media properties in small to mid-size markets puts it in a position to better execute on its strategy. New Media believes that being the leading provider of local news and information in the markets in which it operates, and distributing that content across multiple print and digital platforms, gives it an opportunity to grow its audiences and reach. Further, New Media believes that its strong local media brands and market presence give it the opportunity to expand its advertising and lead generation products with local 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. UpCurve provides two broad categories of services: ThriveHive, previously known as Propel Marketing, which provides guided marketing solutions for SMBs, and UpCurve Cloud which offers cloud-based products with expert guidance and support. ThriveHive is designed to offer a complete set of turn-key guided marketing and business solutions to SMBs that provide transparent results to the business owners. In 2016, New Media acquired a turn-key proprietary software application that enables SMB owners to run their own digital and guided marketing campaigns, and New Media has made a number of strategic acquisitions since.

New Media launched the UpCurve products in 2012 and has seen rapid growth since then. New Media believes UpCurve, combined with New Media’s strong local brands and in-market sales force, is positioned to continue to be a key component to New Media’s overall organic growth strategy. UpCurve is well positioned to seize upon the approximately 30.2 million SMBs in the U.S. in 2015 according to the U.S. Small Business Administration. Of these, approximately 29.0 million had 20 employees or fewer. Many of the owners and managers of these SMBs do not have the resources or expertise to navigate the fast evolving workplace technologies market but are increasingly aware of the need to embrace the digital disruption to their business model.

GateHouse Live, New Media’s events and promotions business, was started in 2015 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. Among New Media’s core event offerings are a variety of themed expos focused on target audiences, including men, women, seniors and young families. Other signature event series produced across many of New Media’s markets include one of the nation’s largest high school sports recognition events and the official community’s choice awards for dozens of markets across the country. 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’s vision is to become essential to consumers and marketers seeking meaningful connections with their communities across print, digital and other channels. It is committed to a business strategy that drives audience growth and engagement by delivering deeper content experiences to its audience while offering the products and marketing expertise advertisers desire.

Gannett owns 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), ReachLocal, Inc. (a digital marketing solutions company), WordStream, Inc. (a self-service, software-as-a-solution digital marketing services company), and SweetIQ (a digital marketing company).

Gannett’s publishing segment includes both the USA TODAY NETWORK and Newsquest. Since its introduction in 1982, USA TODAY has been a cornerstone of the national news landscape and is a recognizable and respected brand. Through the USA TODAY NETWORK and Newsquest, Gannett delivers high-quality, trusted content where and when consumers want to engage with it on virtually any device or platform. Additionally, the company has strong relationships with thousands of marketers in both its U.S. and United Kingdom markets due to its large local and national sales forces and a robust advertising and marketing solutions product suite. The scale of Gannett’s consumer audience across its publishing business makes it an attractive marketing partner to various national and local businesses trying to reach consumers.

The mission of Gannett’s ReachLocal segment is to deliver customers to local businesses. ReachLocal, Inc., which was founded in 2004 and acquired by Gannett in 2016, helps local businesses advertise online to find those customers. Gannett believes local businesses want a single, unified solution to solve their digital marketing needs, and its total digital marketing solution consists of products and solutions in digital advertising (including search engine marketing, social advertising, and display advertising) and subscription solutions (including software solutions such as lead conversion software and field management software and presence solutions such as websites, search engine optimization, listings management, and live chat). Gannett’s digital advertising products are headlined by its search engine marketing solution that combines search engine marketing optimized across multiple publishers, call tracking and call recording services, and industry leading campaign performance transparency. Gannett also offers online advertising products focused on maximizing local businesses’ exposure by displaying their ads on websites that, in the aggregate, reach more than 90% of the U.S. online audience. In July 2018, Gannett acquired WordStream, a provider of cloud-based software-as-a-service (SaaS) solutions for local and regional businesses and agencies to optimize their digital advertising campaigns. WordStream’s solutions are included with Gannett’s subscription solutions.

Gannett was founded by Frank E. Gannett and associates in 1906 and incorporated in 1923. It separated from its former parent on June 29, 2015 when its former parent distributed 98.5% of the outstanding shares of Gannett common stock to its stockholders on a pro rata basis.

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”.

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 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. 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.

THE NEW MEDIA SPECIAL MEETING

This joint proxy statement/prospectus is being provided to New Media stockholders as part of a solicitation of proxies by the New Media Board for use at the New Media special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof. This joint proxy statement/prospectus provides New Media stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the New Media special meeting.

Date, Time and Place

The New Media special meeting will be held at Woodcliff Hotel & Spa, 199 Woodcliff Drive, Fairport, New York 14450, on November 14, 2019, at 8:00 a.m., local time.

Purpose of the New Media Special Meeting

At the New Media special meeting, New Media stockholders will be asked to consider and vote on the following:

Recommendation of the New Media Board and the Transaction Committee

The Transaction Committee has unanimously determined that the merger agreement and the transactions contemplated by the merger agreement, are advisable and in the best interests of New Media and its stockholders and resolved to recommend that the New Media Board and New Media stockholders approve the transactions contemplated by the merger agreement, including the Share Issuance.

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.

New Media stockholders should carefully read this joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the transactions contemplated by the merger agreement.

Record Date; Stockholders Entitled to Vote

Only New Media stockholders of record at the close of business on September 26, 2019, the 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 60,480,075 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, as further explained below under “—Voting of Proxies by Holders of Record” on page 38.

A complete list of stockholders entitled to vote at the New Media special meeting will be available for viewing by any New Media stockholder during ordinary business hours for a period of ten days before the New Media special meeting, for purposes pertaining to the New Media special meeting, at New Media’s offices at 1345 Avenue of the Americas, 45th Floor, New York, NY 10105, and at the time and place of the New Media special meeting during the full duration of the meeting.

Voting by New Media’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 1,039,804 shares of New Media common stock, or approximately 1.72% 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.

Quorum

A quorum of New Media stockholders is necessary for the transaction of business at the New Media special meeting. 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.

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.

Required Vote

The votes required for each proposal are as follows:

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

Failure to Vote and Abstentions

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 on the New Media Adjournment Proposal, it will have the same effect as a vote against the New Media Adjournment Proposal.

Broker Non-Votes

Under applicable rules and regulations of the NYSE, brokers or other nominees have the discretion to vote on routine matters, but do not have the discretion to vote on non-routine matters. A “broker non-vote” occurs on an item when a broker or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares and the beneficial owner fails to provide the nominee with such instructions. Because both of the proposals to be considered at the New Media special meeting are “non-routine” matters for purposes of broker voting, New Media does not expect any broker non-votes at the New Media special meeting. Broker non-votes, if any, will have no effect on the outcome of the vote on the New Media Adjournment Proposal, but will have the same effect as a vote against the Transactions Proposal.

Voting of Proxies by Holders of Record

If you were the record holder of your shares as of the record date for the New Media special meeting, you may vote in any of the following four ways:

All properly submitted proxies that are timely received and that are not revoked will be voted at the New Media special meeting or any adjournment thereof in accordance with the instructions contained in the proxy.

If a proxy is returned without an indication as to how the shares of New Media common stock represented are to be voted with regard to a particular proposal, the New Media common stock represented by the proxy will be voted in the manner recommended by the New Media Board on such proposal.

As of the date hereof, New Media has no knowledge of any business that will be presented for consideration at the New Media special meeting and which would be required to be set forth in this joint proxy statement/prospectus or the related proxy card other than the matters set forth in New Media’s Notice of Special Meeting of Stockholders. If any other matter is properly presented at the New Media special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

Your vote is very important. Please vote by internet, by telephone or by signing and returning the enclosed proxy card whether or not you plan to attend the New Media special meeting in person.

Voting Shares Held in “Street Name”

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”), you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to New Media or by voting in person at your stockholders meeting unless you have a legal proxy, which you must obtain from your broker or other nominee.

If you hold your shares in “street name” and you do not instruct your broker or other nominee on how to vote your shares, your broker may not vote your shares, which will have the same effect as a vote against the Transactions Proposal and will have no effect on the New Media Adjournment Proposal, assuming a quorum is present.

Attendance at the New Media Special Meeting and Voting in Person

Stockholders who wish to attend the New Media special meeting will be required to present verification of ownership of New Media common stock, such as a bank or brokerage firm account statement, and will be required to present a valid government issued photo identification, such as a driver’s license or passport, to gain admittance to the New Media special meeting.

If you are a stockholder of record and plan to attend the New Media special meeting and wish to vote in person, you will be given a ballot at the New Media special meeting. You must bring valid government-issued photo identification, such as a driver’s license or passport. Please note, however, that if you hold your shares of New Media common stock in “street name”, such as through a broker or other nominee, and you wish to vote in person at the New Media special meeting, you must bring to the New Media special meeting a signed legal proxy from your broker or other nominee giving you the right to vote the shares.

No cameras, recording equipment, electronic devices, large bags, briefcases or packages will be permitted in the New Media special meeting.

Revocation of Proxies

If you are the stockholder of record, you can change your vote or revoke your proxy at any time before your proxy is voted at the New Media special meeting. You can do this by:

Simply attending the New Media special meeting without voting will not revoke any proxy that you have previously given or change your vote.

If you choose to grant a valid proxy bearing a later date through the internet or by telephone, your proxy must be received by 11:59 p.m. Eastern Time on November 13, 2019 in order to be counted at the New Media special meeting and to revoke any previous proxy.

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

New Media Investment Group Inc.
c/o Mackenzie Partners, Inc.
1407 Broadway, 27th Floor
New York, NY 10018

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

Tabulation of Votes

New Media has appointed The Carideo Group to serve as the Inspector of Election for the New Media special meeting. The Carideo Group will independently tabulate affirmative and negative votes and abstentions.

Solicitation of Proxies

The New Media Board is soliciting proxies for the New Media special meeting and, in accordance with the merger agreement, New Media and Gannett shall each bear and pay one-half of the expenses incurred. Proxies may be solicited by New Media directors, officers and employees in person or by mail, telephone or other means of communication, but such persons will not be specially compensated for such service. New Media has engaged Mackenzie Partners, Inc. (“Mackenzie”), a proxy solicitation firm, to solicit proxies on New Media’s behalf and has agreed to pay Mackenzie a proxy solicitation fee not to exceed $75,000, plus reasonable out-of-pocket costs and expenses.

Adjournments

If a quorum is present at the New Media special meeting but there are not sufficient votes at the time of the New Media special meeting to approve the Transactions Proposal then New Media stockholders may be asked to vote on the New Media Adjournment Proposal.

At any subsequent reconvening of the New Media special meeting at which a quorum is present, any business may be transacted that might have been transacted at the original New Media special meeting and all proxies will be voted in the same manner as they would have been voted at the original convening of the New Media special meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or in completing your proxy card or have questions regarding the New Media special meeting, please contact Mackenzie, 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)

NEW MEDIA PROPOSALS

In the Transactions Proposal, New Media is asking its stockholders to approve the transactions contemplated by the merger agreement, a copy of which is attached as Annex A to the joint proxy statement/prospectus accompanying this notice, including the Share Issuance. Approval of the Transactions Proposal by New Media stockholders is required for completion of the merger. 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. Each share of New Media common stock outstanding on the record date for the New Media special meeting is entitled to one vote on this proposal. A failure to vote or to instruct a broker or other nominee how to vote, as well as abstentions, will have the same effect as a vote cast “AGAINST” the Transactions Proposal.

The Transaction Committee and the New Media Board each recommends that New Media stockholders vote “FOR” the Transactions Proposal (Item 1).

In the New Media Adjournment Proposal, New Media is asking its stockholders 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. Approval of the New Media Adjournment Proposal by New Media stockholders is not required for completion of the merger. 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. Each share of New Media common stock outstanding on the record date for the New Media special meeting is entitled to one vote on this proposal. A failure to vote or to instruct a broker or other nominee how to vote will have no effect on the outcome of the vote on the New Media Adjournment Proposal, assuming a quorum is present; however, if you vote to abstain, it will have the same effect as a vote cast “AGAINST” such proposal.

The Transaction Committee and the New Media Board each recommends that New Media stockholders vote “FOR” the New Media Adjournment Proposal (Item 2).

Other Matters

As of the date hereof, New Media has no knowledge of any business that will be presented for consideration at the New Media special meeting and which would be required to be set forth in this joint proxy statement/prospectus or the related proxy card other than the matters set forth above and in New Media’s Notice of Special Meeting of Stockholders. If any other matter is properly presented at the New Media special meeting for consideration, it is intended that the persons named in the enclosed form of proxy and acting thereunder will vote in accordance with their best judgment on such matter.

THE GANNETT SPECIAL MEETING

This joint proxy statement/prospectus is being provided to Gannett stockholders as part of a solicitation of proxies by the Gannett Board for use at the Gannett special meeting to be held at the time and place specified below, and at any properly convened meeting following an adjournment or postponement thereof. This joint proxy statement/prospectus provides Gannett stockholders with the information they need to know to be able to vote or instruct their vote to be cast at the Gannett special meeting.

Date, Time and Place

The Gannett special meeting will be held at Gannett's headquarters, located at 7950 Jones Branch Drive, McLean, Virginia 22107, on November 14, 2019, at 10:00 a.m., local time.

Purpose of the Gannett Special Meeting

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

Recommendation of the Gannett Board

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.

Gannett stockholders should carefully read this joint proxy statement/prospectus, including any documents incorporated by reference, and the annexes in their entirety for more detailed information concerning the merger and the transactions contemplated by the merger agreement.

Record Date; Stockholders Entitled to Vote

Only Gannett stockholders of record at the close of business on September 26, 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 114,674,630 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, as further explained below under “—Voting of Proxies by Holders of Record” on page 44.

A complete list of stockholders entitled to vote at the Gannett special meeting will be available for viewing by any Gannett stockholder during ordinary business hours for a period of ten days before the Gannett special meeting, for purposes pertaining to the Gannett special meeting, at Gannett’s offices at 7950 Jones Branch Drive, McLean, VA 22107, and at the time and place of the Gannett special meeting during the full duration of the meeting.

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 771,637 shares of Gannett common stock, or approximately 0.67% 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.

Quorum

A quorum of Gannett stockholders is necessary for the transaction of business at the Gannett special meeting. 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.