SecProbe.io

February 26, 2014

Via E -mail
Michael E . Reed
Chief Executive Officer
New Media Investment Group  Inc.
1345 Avenue of the Americas
New York, NY 10105

Re: New Media Investment Group  Inc.
 Registration Statement on Form S-1
Filed February  12, 201 4
File No. 333-193887

Dear Mr. Reed :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments , we may have  additional comments.

General

1. We note that you have not disclosed the names of the underwriters.  Please include this
information in an amendment or explain why you cannot do so.  Based on the facts and
circumstances in your response, we may defer further review of this filing until such
information can be disclosed .

Use of Proceeds, page 36

2. Please revise to disclose in greater detail the principal purposes for which the net
proceeds are intended to  be used and the approximate amount intended to be used for
each such purpose.  For example, we note your disclosure that you anticipate using the
net proceeds for “general corporate purposes , which may include, but is not limited to,
potential investments  and acquisitions .”  Please provide additional detail about what you
expect general corporate purposes to include  or expla in why you cannot  do so .  Please

Michael E . Reed
New Media Investment Group  Inc.
February 26, 2014
Page 2

 also disclose wh ether you have identified any potential investments or acquisitions.   If
any net proc eeds will, or may, be used to finance acquisitions of other businesses provide
the information required by Item 504 of Regulation S -K and Instruction 6 thereto.

Exhibits

3. Please file the legality opinion prior to effectiveness. Please allow sufficient tim e for staff
review as we may have comments upon review of the opinion.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933  and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effectiv e, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the  Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for acceleration.  We will consider a
written request for acceleration of the effective date of the registration stateme nt as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities speci fied in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Michael E . Reed
New Media Investment Group  Inc.
February 26, 2014
Page 3

 Please contact Ada D. Sarmento at (202) 551 -3798 or me at (202) 551 -3469  with any
questions.

Sincerely,

 /s/ Justin Dobbie

Justin Dobbie
Legal Branch Chief

cc: Via E -mail
 Duane McLaughlin , Esq.