SEC Filing Summary: New Media Investment Group Inc. (8-K)
Business Context and Reporting Period
This Form 8-K Current Report was filed by New Media Investment Group Inc. on November 23, 2016, reporting events occurring on November 17, 2016. The filing discloses the execution of an underwriting agreement for a public offering of common stock.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a transactional report regarding a capital raise.
- Shares Sold: 7,500,000 shares of common stock.
- Par Value: $0.01 per share.
- Underwriter: Morgan Stanley & Co. LLC (acting through FIG LLC).
- Over-Allotment Option: A 30-day option granted to the underwriter to purchase up to an additional 1,125,000 shares.
- Closing Date: November 23, 2016.
Material Changes
The primary material change is the increase in outstanding common stock resulting from the sale of 7,500,000 shares. The filing does not provide comparative financial data or prior period metrics to quantify changes in financial position.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. It references customary representations, warranties, covenants, and indemnification provisions within the Underwriting Agreement but does not detail specific risks or contingencies beyond standard underwriting terms. The offering was conducted pursuant to an effective shelf registration statement on Form S-3 (File No. 333-203405).
Investor Verification Checklist
- Verify the final offering price per share and total gross proceeds, as these figures are not explicitly stated in this summary text.
- Confirm whether the underwriter exercised the 1,125,000 share over-allotment option within the 30-day window.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific lock-up periods, underwriting discounts, and use of proceeds.
- Check subsequent filings for the updated share count and capitalization table.