New Media Investment Group Inc. (NYSE:NEWM) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August9, 2017, GateHouse Media Management Services, Inc. (the “Company”), a subsidiary of New Media Investment Group, Inc. (“NEWM”), signed a definitive asset purchase agreement (the “Purchase Agreement”) to acquire various daily and non-daily publications located in Georgia, Florida, Kansas, Texas, Alaska and Arkansas from certain subsidiaries of Morris Communications Company LLC (“Morris”) for a purchase price of $120million. The Company intends to fund the purchase price through the use of cash on hand. The parties to the Purchase Agreement are the Company, as buyer, GateHouse Media, LLC, as buyer guarantor, Morris Publishing Group, LLC, Athens Newspapers, LLC, Homer News, LLC, Log Cabin Democrat, LLC, Southeastern Newspapers Company, LLC, Southwestern Newspapers Company, L.P., The Sun Times, LLC (collectively, the “Sellers”) and Morris as the Sellers’ guarantor. Other than the Purchase Agreement, there are no material relationships between NEWM and Morris or any of their respective affiliates.
The consummation of the transactions contemplated by the Purchase Agreement is subject to customary closing conditions, including but not limited to, the absence of a material adverse effect on the business to be acquired. The Purchase Agreement contains customary representations, warranties and covenants, including covenants regarding the operation of the business being acquired prior to the closing. The acquisition is expected to close early in the fourth quarter.
The foregoing description of the Purchase Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which NEWM will include as an exhibit to its next Quarterly Report on Form 10-Q.
On August9, 2017, NEWM issued a press release, attached hereto and incorporated herein by reference as Exhibit 99.1, announcing the signing of the Purchase Agreement.
Section9 – Financial Statements and Exhibits
| Item 1.01 | Financial Statements and Exhibits |
(d)Exhibits
| 99.1 | Press Release dated August9, 2017. |
New Media Investment Group Inc. ExhibitEX-99.1 2 d395496dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 New Media Announces Agreement to Acquire Morris Publishing Group Assets for $120.0 Million NEW YORK,…To view the full exhibit click here
About New Media Investment Group Inc. (NYSE:NEWM)
New Media Investment Group Inc. (New Media) is a holding company. The Company owns, operates and invests in local media assets. It has a focus on owning and acquiring local media assets in small to mid-size markets. The Company is a publisher of locally based print and online media. The Company’s operating segments include Eastern US Publishing, Central US Publishing and Western US Publishing. The Eastern US Publishing segment operates in approximately six publication group clusters: the New England Publishing Group, Cape Publishing Group, Providence Publishing Group, Mid-Atlantic Publishing Group, South Atlantic Publishing Group and Coastal Publishing Group. The Central US Publishing segment operates in the states of Illinois, Ohio, New York, Michigan, Delaware, Pennsylvania, West Virginia and Virginia. The Western US Publishing segment operates in the states of Missouri, Arkansas, Texas, California, Kansas, Iowa, Louisiana, Minnesota and Oklahoma, among others.