Business Context and Reporting Period
This Form 8-K was filed by New Media Investment Group Inc. (trading as USA TODAY Co., Inc.) on October 29, 2019. The filing reports on an amendment to the previously announced Merger Agreement with Gannett Co., Inc., originally entered into on August 5, 2019. The transaction involves the merger of Gannett into a subsidiary of New Media, with Gannett surviving as a wholly owned subsidiary.
Financial Metrics
This filing is a current report regarding a material definitive agreement and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes
The primary material change reported is the execution of an amendment to the Merger Agreement on October 29, 2019. This amendment alters the governance structure and board composition of New Media upon the effective time of the merger:
- Board Composition: Three of the nine members of the post-merger New Media Board will be designated by Gannett. Gannett may choose either three independent directors from its current board or two independent directors plus Ms. Barbara W. Wall (Gannett's Chief Legal Officer).
- Remaining Board Seats: The remaining six members will consist of five independent directors designated by New Media and the Chief Executive Officer of New Media.
- Transformation Committee: If Ms. Wall joins the board, she will serve on the Transformation Committee alongside another Independent Gannett Director and two Independent New Media Directors. She will be deemed "independent" for matters requiring a two-thirds independent director vote.
Guidance, Outlook, and Risks
Outlook and Status: The proposed transaction has been submitted to the stockholders of both New Media and Gannett for consideration. The SEC declared the Registration Statement effective on October 10, 2019, and the Joint Proxy Statement was mailed to stockholders on or about that date.
Risks and Contingencies: The filing includes standard disclaimers stating that this communication is not an offer to sell or a solicitation of an offer to buy securities. It urges investors to read the Registration Statement and Joint Proxy Statement for important information regarding the proposed transaction.
Key Facts for Investor Verification
- Verify the final composition of the New Media Board of Directors as outlined in the amendment, specifically the role of Ms. Barbara W. Wall.
- Review the Joint Proxy Statement and Registration Statement filed with the SEC for detailed terms of the merger and voting procedures.
- Confirm the status of stockholder approvals for the merger from both New Media and Gannett.
- Monitor the "Investor Relations" sections of both companies' websites for updates on the transaction timeline.