SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 2, 2025

Trisha Gosser
Chief Financial Officer
Gannett Co., Inc.
175 Sully's Trail, Suite 203
Pittsford, NY 14534

 Re: Gannett Co., Inc.
 Form 10-K for the Year Ended December 31, 2024
 File No. 001-36097
Dear Trisha Gosser:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document August 21, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attn: Claire Erlanger and Kevin Woody Re: Gannett Co., Inc. Form 10-K for the Year ended December 31, 2024 Form 10-Q for the Quarter ended June 30, 2025 Response Letter Dated July 30, 2025 File No. 001-36097 Ladies and Gentlemen: This letter sets forth the response of Gannett Co., Inc. (the “Company”) to the comment letter dated August 12, 2025 from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding the Staff’s review of the Company’s annual report on Form 10-K for the year ended December 31, 2024 and quarterly report on Form 10-Q for the quarter ended June 30, 2025. The Company respectfully acknowledges the Staff’s comment and has addressed it below. For your convenience, the Staff’s comment has been repeated in its entirety in italicized font, with the Company’s response set out immediately below it. Form 10-Q for the Quarter Ended June 30, 2025 Management's Discussion and Analysis of Financial Condition and Results of Operations Reconciliation of Total Adjusted EBITDA to Net income (loss) attributable to Gannett, page 35 1. We note from your response to our prior comment 1, that you will revise your segment information presentation included in the Use of Non-GAAP Information section in your quarterly earnings press releases to align with your financial reporting in the Form 10-Q and specifically, remove the presentation of net income by segment and continue to focus on Adjusted EBITDA as the key performance measure. However, we note that your disclosure on page 35 of MD&A in your Form 10-Q for the period ended June 30, 2025, which serves as the table reconciling consolidated Adjusted EBITDA to net income attributable to Gannett, begins with the non-GAAP Adjusted EBITDA amounts, rather than the GAAP amount of net income. Please note that to avoid giving undue prominence to the non-GAAP financial measures, the reconciliation should begin with the GAAP measure of net income attributable to Gannett. See guidance in Question 102.10(b) of the SEC Staff's Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Your disclosure in Table 5 on page 11 of your earnings release on Form 8-K should be similarly revised. Please note that the reconciliation needs to only reconcile consolidated Adjusted EBITDA, as each segment Adjusted EBITDA measure when presented separately, is not considered a non-GAAP measure. However, disclosing a total of the segment Adjusted EBITDA measures outside the audited financial statements, would make that amount a non-GAAP measure and it would need to be accompanied by the disclosures required by Item 10(e) of Regulation SK. Response: We will revise the table for the reconciliation of Total Adjusted EBITDA to begin with the GAAP measure of Net income attributable to Gannett, consistent with the guidance set forth in Question 102.10(b) of the Commission’s Compliance and Disclosure Interpretations for Non-GAAP Financial Measures. We will include the revised presentation in future filings, beginning with the Company’s quarterly report on Form 10-Q for the quarter ending September 30, 2025 and in future earnings releases furnished on Form 8-K, including revisions to Table 5, as applicable. * * * * * If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at tgosser@gannett.com or (571) 405-0574. Very truly yours, /s/ Trisha Gosser Trisha Gosser Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 12, 2025

Trisha Gosser
Chief Financial Officer
Gannett Co., Inc.
175 Sully's Trail, Suite 203
Pittsford, NY 14534

 Re: Gannett Co., Inc.
 Form 10-K for the Year Ended December 31, 2024
 Form 10-Q for the Quarter Ended June 30, 2025
 Response Letter Dated July 30, 2025
 File No. 001-36097
Dear Trisha Gosser:

 We have reviewed your July 30, 2025 response to our comment letter and
have the
following comment.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our July 16,
2025 letter.

Response Dated July 30, 2025
Form 10-Q for the Quarter Ended June 30, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Reconciliation of Total Adjusted EBITDA to Net income (loss) attributable to
Gannett, page
35

1. We note from your response to our prior comment 1, that you will revise
your
 segment information presentation included in the Use of Non-GAAP
Information
 section in your quarterly earnings press releases to align with your
financial reporting
 in the Form 10-Q and specifically, remove the presentation of net income
by segment
 and continue to focus on Adjusted EBITDA as the key performance measure.
 However, we note that your disclosure on page 35 of MD&A in your Form
10-Q for
 the period ended June 30, 2025, which serves as the table reconciling
consolidated
 August 12, 2025
Page 2

 Adjusted EBITDA to net income attributable to Gannett, begins with the
non-GAAP
 Adjusted EBITDA amounts, rather than the GAAP amount of net income.
Please
 note that to avoid giving undue prominence to the non-GAAP financial
measures, the
 reconciliation should begin with the GAAP measure of net income
attributable to
 Gannett. See guidance in Question 102.10(b) of the SEC Staff's Compliance
and
 Disclosure Interpretations on Non-GAAP Financial Measures. Your
disclosure in
 Table 5 on page 11 of your earnings release on Form 8-K should be
similarly
 revised. Please note that the reconciliation needs to only reconcile
consolidated
 Adjusted EBITDA, as each segment Adjusted EBITDA measure when presented
 separately, is not considered a non-GAAP measure. However, disclosing a
total of the
 segment Adjusted EBITDA measures outside the audited financial
statements, would
 make that amount a non-GAAP measure and it would need to be accompanied
by the
 disclosures required by Item 10(e) of Regulation SK.
 Please contact Claire Erlanger at 202-551-3301 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document July 30, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attn: Claire Erlanger and Kevin Woody Re:    Gannett Co., Inc. Form 10-K for the Year ended December 31, 2024 Form 10-Q for the Quarter ended March 31, 2025 Response Letter Dated June 27, 2025 File No. 001-36097 Ladies and Gentlemen: This letter sets forth the response of Gannett Co., Inc. (the “Company”) to the comment letter dated July 16, 2025 from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding the Staff’s review of the Company’s annual report on Form 10-K for the year ended December 31, 2024 and quarterly report on Form 10-Q for the quarter ended March 31, 2025. The Company respectfully acknowledges the Staff’s comments and has addressed each of them below. For your convenience, each of the Staff’s comments has been repeated below in its entirety in italicized font, with the Company’s response to each such comment set out immediately underneath it. Note 14. Segment Reporting, page 119 1. We note from your response to our prior comment 2, that Adjusted EBITDA is the single measure of segment profit or loss used by your CODM to assess performance and allocate resources across your reportable segments. We also note that you will remove your presentation of net income by segment beginning with your next Form 10-Q. Please tell us whether you also intend to revise your presentation of segment information included in the Use of Non-GAAP Information section of your quarterly earnings press releases. Response: We will revise our segment information presentation included in the Use of Non-GAAP Information section in our quarterly earnings press releases to align with our financial reporting in the Form 10-Q. Specifically, we will remove the presentation of net income by segment and continue to focus on Adjusted EBITDA as the key performance measure, consistent with our internal reporting and the CODM's evaluation of segment results. 2. We note from your response to our prior comment 5, that the corporate and other column includes corporate-level administrative expenses and results related to the runoff of a legacy business. We also note from your proposed disclosure that you will present a corporate line item beneath the subtotal for Segment Adjusted EBITDA, as part of your reconciliation of the total of the reportable segments’ measures of profit or loss to your consolidated income before taxes. However, it is not clear from your response, how you will revise your disclosure of the significant segment expenses and other segment items. Please provide us with your proposed disclosure. Refer to ASC 280-10-50-26A and 50-26B. Response: We believe the current disclosure complies with ASC 280-10-50-26A and 50-26B, as it presents all significant segment expenses regularly considered by the CODM in decision-making. As it is consistent with the internal reporting package reviewed by the CODM, no changes to our significant segment expenses are necessary at this time. In response to the SEC’s letter dated June 12, 2025, the Reconciliation of Segment Revenues to Segment Adjusted EBITDA table was revised to exclude the Corporate and other column. As requested, below is our proposed disclosure for our future filings. A similar table will appear in the Segment Reporting footnote (generally Note 12 of our Form 10-Q filings) beginning with our next Form 10-Q filing for the quarter ended June 30, 2025. Reconciliation of Segment Revenues to Segment Adjusted EBITDA Year ended December 31, 2024 In thousands Domestic Gannett Media Newsquest Digital Marketing Solutions Segment revenues $ 1,938,398  $ 239,273  $ 477,807  Less: Payroll 530,120  96,526  102,641  Benefits 96,329  4,075  12,752  Newsprint and ink 67,833  10,187  —  Distribution 276,069  12,755  —  Outside services 176,643  10,396  10,543  Digital cost of goods sold 176,959  9,175  295,548  Other (a) 412,024  42,750  12,645  Segment Adjusted EBITDA $ 202,421   $ 53,409   $ 43,678   (a)     Other expenses primarily include corporate allocations of shared costs, facility-related expenses, advertising costs, and Equity loss (income) in unconsolidated investees, net, which are not separately provided to the CODM. Corporate allocations of shared costs include, but are not limited to technology, finance, analytics, legal, and human resources, as well as other general business costs. 3. We note from your response to our prior comment 6 that the amount classified within “Other” in the “Corporate and other” column mostly includes expenses that are allocated to the reportable segments as part of your internal reporting process and related to categories such as payroll, benefits, outside services. You disclose in footnote (a) to "Other" that other expenses include corporate allocations of shared costs and equity loss (income) in unconsolidated investees, which are not separately provided to your CODM. It appears there are amounts reflected in "Other" for your reportable segments that exceed the $224 million of allocated expenses and amounts reflected in your consolidated financial statements related to unconsolidated investees. Please explain to us the nature of the additional amounts in "Other" and tell us how you intend to revise your disclosure in footnote (a) or elsewhere to describe the composition of other segment items as required by ASC 280-10-50-26B. Response: The primary additional amounts included in "Other" are facility-related expenses and advertising costs. However, corporate allocations of shared costs is the largest component in “Other”. Beginning with our next Form 10-Q filing for the quarter ended June 30, 2025, we will revise footnote (a) to read: (a) Other expenses primarily include corporate allocations of shared costs, facility-related expenses, advertising costs, and Equity loss (income) in unconsolidated investees, net, which are not separately provided to the CODM. Corporate allocations of shared costs include, but are not limited to, technology, finance, analytics, legal, and human resources, as well as other general business costs. * * * * * If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at tgosser@gannett.com or (571) 405-0574. Very truly yours, /s/ Trisha Gosser Trisha Gosser Chief Financial Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 16, 2025

Trisha Gosser
Chief Financial Officer
Gannett Co., Inc.
175 Sully's Trail, Suite 203
Pittsford, NY 14534

 Re: Gannett Co., Inc.
 Form 10-K for the Year Ended December 31, 2024
 Form 10-Q for the Quarter Ended March 31, 2025
 Response Letter Dated June 27, 2025
 File No. 001-36097
Dear Trisha Gosser:

 We have reviewed your June 27, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 12,
2025 letter.

Form 10-K for the Year Ended December 31, 2024
Note 14. Segment Reporting, page 119

1. We note from your response to our prior comment 2, that Adjusted EBITDA
is the
 single measure of segment profit or loss used by your CODM to assess
performance
 and allocate resources across your reportable segments. We also note
that you will
 remove your presentation of net income by segment beginning with your
next Form
 10-Q. Please tell us whether you also intend to revise your presentation
of segment
 information included in the Use of Non-GAAP Information section of your
quarterly
 earnings press releases.
 July 16, 2025
Page 2

2. We note from your response to our prior comment 5, that the corporate
and other
 column includes corporate-level administrative expenses and results
related to the
 runoff of a legacy business. We also note from your proposed disclosure
that you will
 present a corporate line item beneath the subtotal for Segment Adjusted
EBITDA, as
 part of your reconciliation of the total of the reportable segments
measures of profit
 or loss to your consolidated income before taxes. However, it is not
clear from your
 response, how you will revise your disclosure of the significant segment
expenses and
 other segment items. Please provide us with your proposed disclosure.
Refer to ASC
 280-10-50-26A and 50-26B.

3. We note from your response to our prior comment 6 that the amount
classified within
 Other in the Corporate and other column mostly includes
expenses that are
 allocated to the reportable segments as part of your internal reporting
process and
 related to categories such as payroll, benefits, outside services. You
disclose in
 footnote (a) to "Other" that other expenses include corporate
allocations of shared
 costs and equity loss (income) in unconsolidated investees, which are
not separately
 provided to your CODM. It appears there are amounts reflected in "Other"
for your
 reportable segments that exceed the $224 million of allocated expenses
and amounts
 reflected in your consolidated financial statements related to
unconsolidated
 investees. Please explain to us the nature of the additional amounts in
"Other" and tell
 us how you intend to revise your disclosure in footnote (a) or elsewhere
to describe
 the composition of other segment items as required by ASC 280-10-50-26B.
 Please contact Claire Erlanger at 202-551-3301 or Kevin Woody at
202-551-3629 if
you have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Document June 27, 2025 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attn: Claire Erlanger and Hugh West Re:    Gannett Co., Inc. Form 10-K for the Year ended December 31, 2024 Form 10-Q for the Quarter ended March 31, 2025 File No. 001-36097 Ladies and Gentlemen: This letter sets forth the response of Gannett Co., Inc. (the “Company”) to the comment letter dated June 12, 2025 from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding the Staff’s review of the Company’s annual report on Form 10-K for the year ended December 31, 2024 and quarterly report on Form 10-Q for the quarter ended March 31, 2025. The Company respectfully acknowledges the Staff’s comments and has addressed each of them below. For your convenience, each of the Staff’s comments has been repeated below in its entirety in italicized font, with the Company’s response to each such comment set out immediately underneath it. Notes to Consolidated Financial Statements Note 8. Debt, page 96 1. We note your disclosure on page 101 that in connection with the Convertible Notes Exchange for the year ended December 31, 2024, you recognized a gain on extinguishment of $114.6 million and a write-off of unamortized original issue discount and unamortized deferred financing costs of $50.3 million and $1.1 million, respectively. Please explain to us how you calculated or determined the amount of the $114.6 million gain. Response: On October 15, 2024, the Company completed privately negotiated transactions with certain holders of 2027 Notes pursuant to which it repurchased a total of $223.6 million in aggregate principal amount of 2027 Notes for cash at a rate of $1,110 per $1,000 principal amount of 2027 Notes, for aggregate cash consideration of $248.2 million. The 2027 Notes contain a separately recognized equity component as a result of the previous reclassification of the derivative liability to equity. Accordingly, the 2027 Notes repurchased for cash are subject to the guidance in ASC 815-15-40-4, which states: “If a convertible debt instrument with a conversion option for which the carrying amount has previously been reclassified to shareholders’ equity pursuant to the guidance in paragraph 815-15-35-4 is extinguished for cash (or other assets) before its stated maturity date, the entity shall do both of the following: a. The portion of the reacquisition price equal to the fair value of the conversion option at the date of the extinguishment shall be allocated to equity. b. The remaining reacquisition price shall be allocated to the extinguishment of the debt to determine the amount of gain or loss.” The Company engaged a third-party valuation specialist to determine the fair value of the embedded conversion option in the 2027 Notes at the time of repurchase. We determined that the fair value of the embedded conversion option in the 2027 Notes repurchased for cash was $126.2 million. In accordance with the guidance above, $126.2 million of the total repurchase price of $248.2 million was allocated to equity, and the remaining $122.0 million was allocated to the extinguishment of the debt to determine the gain. The difference between the reacquisition price (or, in this case, the portion of the reacquisition price allocated to extinguishment of debt) and the carrying value of the extinguished debt equals the gain. The $223.6 million principal of debt (net carrying amount of $196.3 million) repurchased for cash exceeds the allocated reacquisition price of $122.0 million by $74.3 million; which is the gain on extinguishment recognized in income pursuant to ASC 470-50-40-2 attributable to the cash repurchase of the 2027 Notes. Further, a separate portion of the 2027 Notes were exchanged for 2031 Notes. This exchange was evaluated pursuant to ASC 470-50, Debt—Modifications and Extinguishments, and for certain lenders, the transaction resulted in an exchange of debt instruments with substantially different terms and was therefore accounted for as an extinguishment of the exchanged 2027 Notes held by such lenders. Accordingly, the 2027 Notes accounted for as an extinguishment are subject to the guidance in ASC 470-50-40-13, which states: “If it is determined that the original and new debt instruments are substantially different, the new debt instrument shall be initially recorded at fair value, and that amount shall be used to determine the debt extinguishment gain or loss to be recognized and the effective rate of the new instrument.” The Company engaged a third-party valuation specialist to determine the fair value of the 2031 Notes at issuance. The fair value of the 2031 Notes for which the extinguished 2027 Notes were exchanged was $295.8 million. The fair value of the embedded conversion option associated with the exchanged notes was $111.4 million. In accordance with ASC 815-15-40-4 the Company allocated $111.4 million of the 2031 Notes fair value to equity. The remaining reacquisition price of $184.4 million ($295.8 million reacquisition price less $111.4 million allocated to equity) was then compared to the principal of the 2027 Notes extinguished in the exchange of $197.4 million (net carrying amount of $173.3 million), which resulted in a loss on extinguishment of $11.1 million recognized in income pursuant to ASC 470-50-40-2. The disclosed extinguishment gain of $114.6 million represents the aggregate gain on extinguishment of the 2027 Notes before adjusting for the disclosed write-off of the aggregate unamortized original issue discount and unamortized deferred financing costs of $50.3 million and $1.1 million, respectively. The extinguishment gain recognized in income pursuant to ASC 470-50-40-2 equals $63.2 million (i.e., $114.6 million less $50.3 million and $1.1 million). The components of the total gain on extinguishment recognized in earnings were disclosed separately to provide additional transparency as to the factors influencing the total extinguishment gain recognized in earnings. Note 14. Segment Reporting, page 119 2. We note your disclosure in Note 14 that the CODM uses Adjusted EBITDA to evaluate the performance of the segments and allocate resources. However, you disclose and discuss operating income for each reportable segment in the Segment Results section of MD&A, and disclose an amount of net income attributable to Gannett for each reportable segment. Please tell us the measures of segment profit or loss that are provided to the CODM, how those measures are used by the CODM, and how you determined the measure required to be disclosed in the notes to your financial statements in accordance with ASC 280-10-50-28A. In this regard, if the CODM uses more than one measure of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources, the measure required to be reported is that which management believes is determined in accordance with the measurement principles most consistent with those used in measuring the corresponding amounts in the consolidated financial statements. Response: The CODM, our Chief Executive Officer, uses a single measure of segment profit or loss to assess performance and allocate resources across our reportable segments: Adjusted EBITDA. This measure is provided to the CODM as part of our management reporting package on a recurring basis and forms the basis for decision-making regarding the allocation of resources and performance evaluation. While operating income and net income by segment have been presented in the appendix section of the management reporting package for reconciling purposes, they are not used by the CODM for performance assessment or resource allocation. This schedule has been removed from our management reporting packages in the second quarter. Additionally, operating income and net income by segment are not included in our annual budget package or long-range model projections further supporting they are not used by the CODM. In response to the Staff’s comment, we have evaluated our disclosures and will revise the Segment Results section of MD&A in future filings to only present segment-level Adjusted EBITDA to ensure consistency with our segment footnote disclosures under ASC 280. This change will clarify that Adjusted EBITDA is the sole segment performance metric used by the CODM and align our narrative discussions with our financial statement disclosures. Any presentation of operating income and net income by segment will be removed beginning with our next Form 10-Q filing for the quarter ending June 30, 2025. We believe Adjusted EBITDA is the appropriate measure to disclose in accordance with ASC 280-10-50-28A as it is the sole segment measure used by the CODM in assessing performance and allocating resources. This approach ensures consistency across our segment footnote and MD&A going forward. 3. We note that your presentation of revenue by segment includes a line for “elimination of intersegment revenues”, which is presented as one adjusting amount in the “total” column. Please revise your presentation as ASC 280-10-50-22 requires disclosure for each reportable segment of revenues from external customers and revenues from transactions with other operating segments. Please provide us with your proposed revised disclosure. Response: In response to the Staff’s comment regarding our segment revenue presentation, and pursuant to the disclosure requirements under ASC 280-10-50-22, we will revise our disclosures in future filings to separately disclose, for each reportable segment, both Revenues from external customers and Revenues from intersegment transactions with other operating segments. We will revise future disclosures in our Segment reporting footnote to our financial statements (generally Note 12 in our Form 10-Q filings) beginning with our next Form 10-Q filing for the quarter ending June 30, 2025 as follows: Revenues Year ended December 31, 2024 In thousands Domestic Gannett Media Newsquest Digital Marketing Solutions Total External revenues $ 1,793,757  $ 232,095  $ 477,807  $ 2,503,659  Intersegment revenues 144,641  7,178  —  151,819  Segment revenues $ 1,938,398   $ 239,273   $ 477,807   $ 2,655,478   Reconciliation of revenue Other revenues 5,656  Elimination of intersegment revenues (151,819) Total consolidated revenues $ 2,509,315   4. We note that your tabular disclosures of segment information beginning on page 120 includes columns for each of the reportable segments, as well as a column for “Corporate and other,” which are added to arrive at a “Total” column. This presentation appears to result in a total Adjusted EBITDA amount, inclusive of Corporate and other. Please revise to reconcile the total of the reportable segments’ measures of profit or loss to consolidated income before income taxes. Refer to ASC 280-10-50-30(b). In this regard, the reconciliation should include a single amount for the subtotal of the reportable segments’ measures of profit or loss with a reconciliation of that amount to consolidated income before income taxes. Similarly, please revise to reconcile the total of reportable segments’ revenues to consolidated revenues. Refer to ASC 280-10-50-30(a). Response: We understand that ASC 280-10-50-30(a) and (b) require public entities to provide reconciliations of: – The total of reportable segments’ revenues to the entity’s consolidated revenues, and – The total of reportable segments’ measures of profit or loss to the entity’s consolidated income before income taxes. To address the Staff’s comment, we will revise our future disclosures beginning with our next Form 10-Q filing for the quarter ending June 30, 2025 as follows: Revenue Reconciliation (ASC 280-10-50-30(a)) – We will present the total revenues of the reportable segments as a separate subtotal in the tabular disclosure. – We will also provide a reconciliation from that subtotal to consolidated revenue, including adjustments for other revenue and intersegment eliminations. Profit or Loss Reconciliation (ASC 280-10-50-30(b)) – We will present Corporate separate from the subtotal for the total Segment Adjusted EBITDA. – The Segment Adjusted EBITDA subtotal will serve as the starting point for the required reconciliation to consolidated income before income taxes. 5. We also note that in this tabular presentation, the “Corporate and Other” column includes amounts for revenue, significant segment expenses, other, and Adjusted EBITDA. ASC 280-10-50-15 requires information about other business activities and operating segments that are not reportable to be combined and disclosed in an all other category separate from other reconciling items in the reconciliations required by paragraphs 280-10-50-30 through 50-31. Please revise your disclosures accordingly. Please provide us with your proposed revised disclosure. See also ASC 280-10-55-48. Response: Our “Corporate and Other” column does not include the results of any non-reportable operating segments. Rather, it consists solely of: – Corporate-level administrative expenses, such as executive management, finance, legal, HR, and other centralized functions not allocated to segments; and – Results related to the runoff of a legacy business, which is no longer a separate operating segment and is managed at the corporate level. To address the Staff’s comment, and in consideration of ASC 280-10-55-48, we will revise future disclosures in our Segment reporting footnote to our financial statements (generally Note 12 in our Form 10-Q filings) beginning with our next Form 10-Q filing for the quarter ending June 30, 2025 as follows: Reconciliation of Segment Adjusted EBITDA to Loss before income taxes Year ended December 31, 2024 Domestic Gannett Media $ 202,421  Newsquest 53,409  Digital Marketing Solutions 43,678  Segment Adjusted EBITDA $ 299,508   Corporate 26,319  Net loss attributable to noncontrolling interests 33  Interest expense 104,697  Gain on early extinguishment of debt (55,559) Non-operating pension income (12,438) (Gain) loss on convertible notes derivative —  Depreciation and amortization 156,287  Integration and reorganization costs (a) 66,155  Third-party debt expenses and acquisition costs (b) 10,932  Asset impairments 46,589  Goodwill and intangible impairments —  Loss on sale or disposal of assets, net 1,106  Share-based compensation expense 12,522  Other non-operating income, net (1,317) Other (c) 21,855  Loss before taxes $ (77,673) (a)     Integration and reorganization costs mainly reflect severance-related expenses and other reorganization-related costs, designed primarily to right-size the Company's employee base, consolidate facilities and improve operations. (b)     Third-party debt expenses and acquisition costs are included in Other operating expenses on the Consolidated statements of operations and comprehensive income (loss). (c)      Primarily includes expert fees associated with the Company’s litigation with Google and consulting fees related to a discrete initiative to reformulate our go-to-market strategy and post-sales processes. 6. We note that as part of your “other expenses” line item, which is described in footnote (a), there is an offsetting amount of $222,844 in the corporate and other column. Please tell us the nature of the amounts included in this total and revise to separately present any significant reconciling items. See guidance in ASC 280-10-50-31. Response: The amount classified within “Other expenses” in the “Corporate and other” column includes expenses that are allocated to the reportable segments of $224 million as part of our internal reporting process, offset by $1 million of other Corporate expenses. The allocated expenses relate primarily to costs incurred at the corporate level that are aggregated and then allocated to segmen

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 12, 2025

Trisha Gosser
Chief Financial Officer
Gannett Co., Inc.
175 Sully's Trail, Suite 203
Pittsford, NY 14534

 Re: Gannett Co., Inc.
 Form 10-K for the Year Ended December 31, 2024
 Form 10-Q for the Quarter Ended March 31, 2025
 File No. 001-36097
Dear Trisha Gosser:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 31, 2024
Notes to Consolidated Financial Statements
Note 8. Debt, page 96

1. We note your disclosure on page 101 that in connection with the
Convertible Notes
 Exchange for the year ended December 31, 2024, you recognized a gain on
 extinguishment of $114.6 million and a write-off of unamortized original
issue
 discount and unamortized deferred financing costs of $50.3 million and
$1.1 million,
 respectively. Please explain to us how you calculated or determined the
amount of the
 $114.6 million gain.
Note 14. Segment Reporting, page 119

2. We note your disclosure in Note 14 that the CODM uses Adjusted EBITDA to
 evaluate the performance of the segments and allocate resources.
However, you
 disclose and discuss operating income for each reportable segment in the
Segment
 Results section of MD&A, and disclose an amount of net income
attributable to
 June 12, 2025
Page 2

 Gannett for each reportable segment. Please tell us the measures of
segment profit or
 loss that are provided to the CODM, how those measures are used by the
CODM, and
 how you determined the measure required to be disclosed in the notes to
your
 financial statements in accordance with ASC 280-10-50-28A. In this
regard, if the
 CODM uses more than one measure of a segment s profit or loss in
assessing segment
 performance and deciding how to allocate resources, the measure required
to be
 reported is that which management believes is determined in accordance
with the
 measurement principles most consistent with those used in measuring the
 corresponding amounts in the consolidated financial statements.

3. We note that your presentation of revenue by segment includes a line for
 elimination
 of intersegment revenues , which is presented as one adjusting amount
in the total
 column. Please revise your presentation as ASC 280-10-50-22 requires
disclosure for
 each reportable segment of revenues from external customers and revenues
from
 transactions with other operating segments. Please provide us with your
proposed
 revised disclosure.

4. We note that your tabular disclosures of segment information beginning
on page 120
 includes columns for each of the reportable segments, as well as a
column for
 Corporate and other, which are added to arrive at a Total
column. This
 presentation appears to result in a total Adjusted EBITDA amount,
inclusive of
 Corporate and other. Please revise to reconcile the total of the
reportable segments
 measures of profit or loss to consolidated income before income taxes.
Refer to ASC
 280-10-50-30(b). In this regard, the reconciliation should include a
single amount for
 the subtotal of the reportable segments measures of profit or loss
with a
 reconciliation of that amount to consolidated income before income
taxes. Similarly,
 please revise to reconcile the total of reportable segments revenues
to consolidated
 revenues. Refer to ASC 280-10-50-30(a).

5. We also note that in this tabular presentation, the Corporate and
Other column
 includes amounts for revenue, significant segment expenses, other, and
Adjusted
 EBITDA. ASC 280-10-50-15 requires information about other business
activities and
 operating segments that are not reportable to be combined and disclosed
in an all other
 category separate from other reconciling items in the reconciliations
required by
 paragraphs 280-10-50-30 through 50-31. Please revise your disclosures
accordingly.
 Please provide us with your proposed revised disclosure. See also ASC
280-10-55-48.

6. We note that as part of your other expenses line item, which is
described in footnote
 (a), there is an offsetting amount of $222,844 in the corporate and
other column.
 Please tell us the nature of the amounts included in this total and
revise to separately
 present any significant reconciling items. See guidance in ASC
280-10-50-31.

7. We note that the reconciliation of total Adjusted EBITDA to consolidated
net loss
 includes a reconciling item titled non-recurring items. Please
explain to us and
 revise to disclose the nature of these items. See guidance in ASC
280-10-50-31.
 June 12, 2025
Page 3

Form 10-Q for the Quarter Ended March 31, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Segment Results, page 29

8. We note your disclosure on page 29 that for the three months ended March
31, 2025,
 Digital other revenues decreased compared to the three months ended
March 31,
 2024, primarily due to a decrease in affiliate and partnership revenues,
mainly due to
 the reversal of revenues, as well as the absence of revenues in 2025 of
$5.2 million
 associated with businesses divested, partially offset by an increase in
syndication
 revenues. Please tell us the amount of the revenue reversal and explain
to us the
 nature of the reversal of revenue and why you believe it was an
appropriate
 adjustment to make in the first quarter of 2025.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Claire Erlanger at 202-551-3301 or Hugh West at
202-551-3872 with
any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

United States securities and exchange commission logo
November 7, 2023
Douglas Horne
Chief Financial Officer and Chief Accounting Officer
Gannett Co., Inc.
7950 Jones Branch Drive
McLean, VA 22107-0910
Re:Gannett Co., Inc.
Form 10-K for the Year ended December 31, 2022
Filed February 23, 2023
File No. 001-36097
Dear Douglas Horne:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Document

November 2, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Claire Erlanger and Kevin Woody

Re:    Gannett Co., Inc.

Form 10-K for the Year ended December 31, 2022

Filed February 23, 2023

File No. 001-36097

Ladies and Gentlemen:

This letter sets forth the response of Gannett Co., Inc. (the “Company”) to the comment letter dated October 19, 2023 from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding the Staff’s review of the Company’s annual report on Form 10-K for the year ended December 31, 2022, filed on February 23, 2023. For your convenience, each of the Staff’s comments has been repeated below in its entirety in italicized font, with the Company’s response to each such comment set out immediately underneath it.

Form 10-K for the Year Ended December 31, 2022

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 45

1.Please revise the discussion in your results of operations to quantify the factors attributable to significant changes in income statement line items. For example, you disclose that for the year ended December 31, 2022, distribution costs decreased compared to 2021, primarily due to the reduced volume of home delivery and single copy sales, cost savings driven by the reduction of print offerings, lower delivery and postage costs associated with lower volumes, as well as the absence of expenses associated with both businesses divested and non-core products which were sunset in 2022 and 2021, partially offset by higher rates per copy, an increase in commercial delivery activity, and an increase in third-party distribution costs. However, it is not clear how much each factor contributed to the change, especially considering there are offsetting amounts. Please revise future filings accordingly.

Response:

We acknowledge the Staff’s comment and confirm that we will revise the discussion of our results of operations to quantify the factors attributable to significant changes in income statement line items in future filings. Please refer to pages 32 through 38 in the Company’s quarterly report on Form 10-

Q for the quarter ended September 30, 2023 filed on November 2, 2023 which reflect the Company’s disclosures in response to the comment.

Notes to the Financial Statements

Note 3. Revenue, page 80

2.We note that your earnings releases and quarterly calls focus on digital-only revenue. Additionally, on page 42 of your MD&A discussion, you disclose that a key element in your consumer strategy is growing your paid digital-only subscriber base. Please tell us how you have considered separately disclosing digital-only circulation revenue as part of your disaggregated revenue disclosure. See guidance in ASC 606-10-55-89 through 55-91.

Response:

We acknowledge the Staff’s comment.  Historically, digital-only subscription revenue has represented less than 5% of the Company’s total revenue.  However, based on the Company’s continued focus on growing our digital-only subscriber base as well as its total digital revenue, we believe that these are meaningful metrics moving forward.  As such, we can confirm that we will modify our Revenue financial note to separately disclosure digital-only subscription revenue as well as the digital components of our Other revenue in future filings. Please refer to pages 9 through 10 in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023 filed on November 2, 2023 which reflect the Company’s disclosures in response to the comment.

Note 14. Segment Reporting, page 106

3.We note that your segment measure of profitability used by the CODM and disclosed in Note 14 is Adjusted EBITDA. We also note that in addition to providing the segment measure of profitability for the Gannett Media segment and Digital Marketing Solutions segment in accordance with ASC 280-10-50-22, you present a Corporate and Other Adjusted EBITDA and a consolidated Adjusted EBITDA amount. Please note that ASC 280 requires disclosure of the profitability measure for each segment only, and disclosure of a consolidated Adjusted EBITDA amount is therefore considered a Non-GAAP financial measure and as such should not be disclosed in the notes to the financial statements under the guidance in Item 10(e)(1)(ii) of Regulation S-K. Please revise to remove the consolidated Adjusted EBITDA amounts. Additionally, ASC 280-10-50- 30(b) requires that you reconcile the total of the reportable segments’ measures of profit or loss to your consolidated income before income taxes and discontinued operations. Please revise accordingly.

Response:

We acknowledge the Staff’s comment and confirm that we will revise our Segment Reporting financial note to remove the consolidated Adjusted EBITDA amounts and to reconcile the total of the reportable segments’ Adjusted EBITDA to our consolidated income (loss) before income taxes in future filings. Please refer to pages 21 through 23 in the Company’s quarterly report on Form 10-Q for the

quarter ended September 30, 2023 filed on November 2, 2023 which reflect the Company’s disclosures in response to the comment.

*          *          *          *          *

If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at dhorne@gannett.com or (703) 625-8944.

Very truly yours,

/s/ Douglas E. Horne

Douglas E. HorneSenior Vice President, Chief Financial Officer

United States securities and exchange commission logo
October 19, 2023
Douglas Horne
Chief Financial Officer and Chief Accounting Officer
Gannett Co., Inc.
7950 Jones Branch Drive
McLean, VA 22107-0910
Re:Gannett Co., Inc.
Form 10-K for the Year ended December 31, 2022
Filed February 23, 2023
File No. 001-36097
Dear Douglas Horne:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 45
1.Please revise the discussion in your results of operations to quantify the factors
attributable to significant changes in income statement line items.  For example, you
disclose that for the year ended December 31, 2022, distribution costs decreased
compared to 2021, primarily due to the reduced volume of home delivery and single copy
sales, cost savings driven by the reduction of print offerings, lower delivery and postage
costs associated with lower volumes, as well as the absence of expenses associated with
both businesses divested and non-core products which were sunset in 2022 and 2021,
partially offset by higher rates per copy, an increase in commercial delivery activity, and
an increase in third-party distribution costs. However, it is not clear how much each factor
contributed to the change, especially considering there are offsetting amounts.  Please
revise future filings accordingly.

 FirstName LastNameDouglas Horne
 Comapany NameGannett Co., Inc.
 October 19, 2023 Page 2
 FirstName LastName
Douglas Horne
Gannett Co., Inc.
October 19, 2023
Page 2
Notes to the Financial Statements
Note 3. Revenue, page 80
2.We note that your earnings releases and quarterly calls focus on digital-only revenue.
Additionally, on page 42 of your MD&A discussion, you disclose that a key element in
your consumer strategy is growing your paid digital-only subscriber base. Please tell us
how you have considered separately disclosing digital-only circulation revenue as part of
your disaggregated revenue disclosure.  See guidance in ASC 606-10-55-89 through 55-
91.
Note 14. Segment Reporting, page 106
3.We note that your segment measure of profitability used by the CODM and disclosed in
Note 14 is Adjusted EBITDA.  We also note that in addition to providing the segment
measure of profitability for the Gannett Media segment and Digital Marketing Solutions
segment in accordance with ASC 280-10-50-22, you present a Corporate and Other
Adjusted EBITDA and a consolidated Adjusted EBITDA amount.  Please note that ASC
280 requires disclosure of the profitability measure for each segment only, and disclosure
of a consolidated Adjusted EBITDA amount is therefore considered a Non-GAAP
financial measure and as such should not be disclosed in the notes to the financial
statements under the guidance in Item 10(e)(1)(ii) of Regulation S-K.  Please revise to
remove the consolidated Adjusted EBITDA amounts.  Additionally, ASC 280-10-50-
30(b) requires that you reconcile the total of the reportable segments’ measures of profit
or loss to your consolidated income before income taxes and discontinued operations.
Please revise accordingly.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Claire Erlanger at 202-551-3301 or Kevin Woody at 202-551-3629 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
December 22, 2020
Douglas Horne
Chief Financial Officer
Gannett Co., Inc.
7950 Jones Branch Drive
McLean, VA 22107
Re:Gannett Co., Inc.
Form 10-K for the Year Ended December 31, 2019
Filed March 2, 2020
File No. 001-36097
Dear Mr. Horne:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Neuhy Hubush

CORRESP
1
filename1.htm

Document

December 18, 2020

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attn: Effie Simpson and Melissa Raminpour

Re:     Gannett Co., Inc.

Form 10-Q for the fiscal quarter ended September 30, 2020

Filed November 3, 2020

File No. 001-36097

Gannett Co., Inc.

Form 10-K for the fiscal year ended December 31, 2019

Filed March 2, 2020

File No. 001-36097

Ladies and Gentlemen:

This letter sets forth the response of Gannett Co., Inc. (the “Company”) to the comment letter dated November 23, 2020 from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding the Staff’s review of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2020 filed on November 3, 2020 and the annual report on Form 10-K for the fiscal year ended December 31, 2019, filed on March 2, 2020. For your convenience, each of the Staff’s comments has been repeated below in its entirety in italicized font, with the Company’s response to each such comment set out immediately underneath it.

Form 10-Q for the Fiscal Quarter Ended September 30, 2020

Note 13. Commitments, contingencies and other matters, page 22

1.     In your disclosure for environment contingencies, you disclose a settlement was reached

with the EPA in 2016 and the final costs cannot be determined until the investigation is

complete, a determination is made on whether any remediation is necessary, and

contributions from other PRPs are finalized. Pursuant to ASC 450-20-50, revise future

filings to disclose an estimate of the reasonably possible loss or range of loss in addition

to any amounts accrued or a statement that such an estimate cannot be made.

Response:

We acknowledge the Staff’s comment and have considered the guidance in ASC 450-20-50 in disclosing the EPA environmental contingency.  We are currently unable to estimate the loss or range of losses in connection with this contingency due to the factors disclosed. In response to the Staff’s

Securities and Exchange Commission

Division of Corporation Finance

December 18, 2020

comment, we will explicitly state in future filings that such estimate cannot be made until such time as we can reasonably estimate the extent of the loss.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, page 30

2.     Please revise your disclosures in future filings to quantify the change and the reasons for

the change if more than one factor is involved, in order for an investor to discern the

relative contribution of each of the multiple components cited to the total change, and

avoid using terms such as "primarily" or "partially offset" unless the other factors are not

material. For example, you indicated that the increase in publishing and marketing

solutions revenues primarily due to acquisition-related revenues, including revenue

contributed by Legacy Gannett, partially offset by the impacts of COVID-19. Please

revise future filings to quantify material changes attributed to factors other than your

acquisition of Legacy Gannett, such as the impact of the COVID-19 pandemic or changes

in your legacy operations.

Additionally, include an analysis of the known material trends, events, demands,

commitments and uncertainties, such as changes in consumer preferences. For example,

we note that digital advertising and marketing services revenues for the nine months

ended September 30, 2020 were 23% of total revenues as compared to 11% for the nine

months ended September 30, 2019.

Please refer to SEC Release Nos. 33-6835 and 33-8350 and CF Disclosure Topic 9 for

further guidance. As part of your response, please provide us with an example of the

disclosure to be included in future filings.

Response:

We acknowledge the Staff’s comment and have considered the guidance in SEC Release Nos. 33-6835 and 33-8350 and CF Disclosure Topic 9.  In evaluating the Staff’s guidance, we acknowledge the need to provide material factors impacting our results of operations, specifically those outside of the acquisition of Legacy Gannett. We will adjust future filings to provide quantitative changes in revenue by type in a tabular format and focus subsequent disclosure on further quantification and discussion of drivers and trends as appropriate and practicable. The COVID-19 pandemic has meaningfully impacted our results of operations, which we have disclosed in the management’s discussion and analysis section of our Form 10-Q.  However, it is not possible to precisely isolate the impacts of the pandemic from those resulting from secular declines impacting our industry.  The Company is currently in the process of integrating and consolidating the underlying operational systems responsible for both subscriber as well as advertising revenue.  Following these integrations, the Company will be able to provide, as appropriate, additional quantification regarding the drivers of period over period revenue fluctuations.

Discussions around material changes in expenses will be expanded to enhance visibility into key drivers, including more robust qualitative disclosure around cost containment initiatives and other drivers and quantification of these drivers as appropriate and practicable. The Company is currently in the process of consolidating its financial systems across both legacy organizations.  Following the completion of this system consolidation during 2021, the Company will be able to provide, as appropriate, additional quantification of period over period variances.

2

Securities and Exchange Commission

Division of Corporation Finance

December 18, 2020

As requested, we respectfully submit an example of revised future disclosure for the Staff’s review. This example reflects an updated view of our publishing segment results of operations for the three and nine months ended September 30, 2020.

We also note the Staff’s comment regarding material trends and the referenced example around changes in our percentage of revenue attributable to digital advertising and marketing services. As part of our Form 10-K for the year ended December 31, 2020, we plan to add a section to our MD&A which will focus on the underlying trends in our business including the secular decline in the newspaper industry and the corresponding impact on print advertising and print circulation, the increasing significance of digital advertising and marketing services to the Company’s revenue base, and the Company’s ongoing focus on digital circulation.

3.     In your Form 10-K, you provide various types of subscriber data such as paid circulation

volume, average daily print readership, digitally activated subscribers. Revise to include

relevant subscriber metrics for the periods presented to illustrate volume trends in your

revenues. Please refer to the metrics guidance set forth in SEC Release No. 33-10751.

Response:

We acknowledge the Staff’s comment and have considered the guidance in SEC Release No. 33-10751. We understand the importance of providing meaningful information that helps the users of our financial statements better understand key drivers for changes in our results of operations. We will revise future 10-Q and 10-K filings to include key performance indicators and metrics that management feels would be material to investors’ understanding of our results.

Form 10-K for the Fiscal Year Ended December 31, 2019

Item 9A. Controls and Procedures, page 110

4.     We note your disclosure in the first paragraph that your principal executive officer and

your principal financial officers concluded that, with the exception of the material

weakness, your disclosure controls and procedures were effective as of the end of the

period covered by this annual report. In Sections II.D and E of SEC Release 33-8238, the

Commission recognizes that there is substantial overlap between internal controls over

financial reporting and disclosure controls and procedures. Accordingly, please note that

this type of qualification of your conclusion with respect to disclosure controls and

procedures is not allowed. Please amend your Form 10-K to correct this statement and

conclude your disclosure controls and procedures were not effective. Alternatively, based

on your facts and circumstances (i.e., the proximity to the end of fiscal 2020 and your

conclusion in your most recent Form 10-Q that disclosure controls and procedures were

not effective), you may choose to include a statement in your Form 10-K for 2020 that the prior conclusion in your Form 2019 10-K was incorrect and should have been not effective.

Response:

We acknowledge the Staff’s comment and have considered Sections II.D and E of SEC Release 33-8238 as it relates to the overlap between internal controls over financial reporting and disclosure controls and procedures.  Based on the proximity to the end of fiscal 2020 and our conclusion in our most

3

Securities and Exchange Commission

Division of Corporation Finance

December 18, 2020

recent Form 10-Q that disclosure controls and procedures were not effective, we have chosen to include a statement in our Form 10-K for 2020 that the prior conclusion in our 2019 Form 10-K was incorrect and should have been not effective.

5.     Please file revised certifications that include paragraphs 4 and 5 if you amend your Item

307 of Regulation S-K disclosures in the 2019 Form 10-K.

Response:

We acknowledge the Staff’s comment and we have chosen to include a statement in our 2020 Form 10-K that the prior conclusion in our 2019 Form 10-K was incorrect and should have been not effective. As such, revised certifications for the 2019 Form 10-K will not be filed.

*    *    *    *    *

If you have any questions or comments regarding these responses or require any additional information, please do not hesitate to contact me at (703) 854-6807.

Very truly yours,

/s/ Douglas E. Horne

Douglas E. Horne

Senior Vice President, Chief Financial Officer

4

United States securities and exchange commission logo
November 23, 2020
Douglas Horne
Chief Financial Officer
Gannett Co., Inc.
7950 Jones Branch Drive
McLean, VA 22107
Re:Gannett Co., Inc.
Form 10-K for the Year Ended December 31, 2019
Filed March 2, 2020
Form 10-Q for the Period Ended September 30, 2020
Filed November 3, 2020
File No. 001-36097
Dear Mr. Horne:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-Q for the Quarter Ended September 30, 2020
Note 13. Commitments, contingencies and other matters, page 22
1.In your disclosure for environment contingencies, you disclose a settlement was reached
with the EPA in 2016 and the final costs cannot be determined until the investigation is
complete, a determination is made on whether any remediation is necessary, and
contributions from other PRPs are finalized.  Pursuant to ASC 450-20-50, revise future
filings to disclose an estimate of the reasonably possible loss or range of loss in addition
to any amounts accrued or a statement that such an estimate cannot be made.

 FirstName LastNameDouglas Horne
 Comapany NameGannett Co., Inc.
 November 23, 2020 Page 2
 FirstName LastNameDouglas Horne
Gannett Co., Inc.
November 23, 2020
Page 2
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 30
2.Please revise your disclosures in future filings to quantify the change and the reasons for
the change if more than one factor is involved, in order for an investor to discern the
relative contribution of each of the multiple components cited to the total change, and
avoid using terms such as "primarily" or "partially offset" unless the other factors are not
material.  For example, you indicated that the increase in publishing and marketing
solutions revenues primarily due to acquisition-related revenues, including revenue
contributed by Legacy Gannett, partially offset by the impacts of COVID-19.  Please
revise future filings to quantify material changes attributed to factors other than your
acquisition of Legacy Gannett, such as the impact of the COVID-19 pandemic or changes
in your legacy operations.

Additionally, include an analysis of the known material trends, events, demands,
commitments and uncertainties, such as changes in consumer preferences.  For example,
we note that digital advertising and marketing services revenues for the nine months
ended September 30, 2020 were 23% of total revenues as compared to 11% for the nine
months ended September 30, 2019.

Please refer to SEC Release Nos. 33-6835 and 33-8350 and CF Disclosure Topic 9 for
further guidance.  As part of your response, please provide us with an example of the
disclosure to be included in future filings.
3.In your Form 10-K, you provide various types of subscriber data such as paid circulation
volume, average daily print readership, digitally activated subsribers.  Revise to include
relevant subscriber metrics for the periods presented to illustrate volume trends in your
revenues.  Please refer to the metrics guidance set forth in SEC Release No. 33-10751.
Form 10-K for the Year Ended December 31, 2019
Item 9A. Controls and Procedures, page 110
4.We note your disclosure in the first paragraph that your principal executive officer and
your principal financial officers concluded that, with the exception of the material
weakness, your disclosure controls and procedures were effective as of the end of the
period covered by this annual report.  In Sections II.D and E of SEC Release 33-8238, the
Commission recognizes that there is substantial overlap between internal controls over
financial reporting and disclosure controls and procedures. Accordingly, please note that
this type of qualification of your conclusion with respect to disclosure controls and
procedures is not allowed.  Please amend your Form 10-K to correct this statement and
conclude your disclosure controls and procedures were not effective. Alternatively, based
on your facts and circumstances (i.e., the proximity to the end of fiscal 2020 and your
conclusion in your most recent Form 10-Q that disclosure controls and procedures were
not effective), you may choose to include a statement in your Form 10-K for 2020 that the

 FirstName LastNameDouglas Horne
 Comapany NameGannett Co., Inc.
 November 23, 2020 Page 3
 FirstName LastName
Douglas Horne
Gannett Co., Inc.
November 23, 2020
Page 3
prior conclusion in your Form 2019 10-K was incorrect and should have been not
effective.
5.Please file revised certifications that include paragraphs 4 and 5 if you amend your Item
307 of Regulation S-K disclosures in the 2019 Form 10-K.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Effie Simpson at (202) 551-3346 or Melissa Raminpour, Branch Chief,
at (202) 551-3379 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    NEW MEDIA INVESTMENT GROUP INC.

    1345 Avenue of the Americas, 45th floor

    New York, NY 10105

    (212) 798-6100

    Via EDGAR and Email

    Mses. Susan Block and Laura Nicholson

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    October 8, 2019

    New Media Investment Group Inc.

    Registration Statement on Form S-4

    File No. 333-233509

    Dear Mses. Block and Nicholson:

    In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, New Media Investment Group Inc. (the “Company”) hereby respectfully requests that the effectiveness of the above referenced Registration Statement on Form S-4, as amended by
      Amendment No. 1 and Amendment No. 2 (the “Registration Statement”), be accelerated so that the Registration Statement will become effective at 3:00 p.m. Eastern Time on October 10, 2019, or as soon as practicable thereafter.

    It would be appreciated if, as soon as the Registration Statement is declared effective, you would so inform the Company’s counsel, Damien R. Zoubek, at (212) 474-1876, and then send
      written confirmation to the addressees listed on the cover of the Registration Statement. Thank you for your continued attention to this matter.

            Sincerely,

            NEW MEDIA INVESTMENT GROUP INC.

            /s/  Michael E. Reed

            Name:

            Michael E. Reed

            Title:

            Chief Executive Officer and Director

CORRESP
1
filename1.htm

    [Letterhead of Cravath, Swaine & Moore LLP]

    September 27, 2019

    VIA EDGAR

    Mses. Susan Block and Laura Nicholson

    Division of Corporation Finance

    Office of Transportation and Leisure

    United States Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C. 20549

              Re:

                New Media Investment Group Inc.

                  Registration Statement on Form S-4

                  Filed August 29, 2019

                  File No. 333-233509

    Dear Mses. Block and Nicholson:

    This letter is submitted on behalf of New Media Investment Group Inc. (the “Company”) in response to the comments from the staff of the Division of Corporation Finance
      (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter to the Company dated September 16, 2019 with respect to the above referenced registration statement on Form S-4 filed with the Commission on August
      29, 2019 (the “Form S-4”). In connection with this letter responding to the Staff’s comments, the Company is filing Amendment No. 1 to the Form S-4 (the “Amendment No. 1”), which will include changes in response to the Staff’s comments.

    In this letter, each of the Staff’s comments is indicated in bold, followed by the Company’s responses thereto. Page number references in the responses below are to the page
      numbers of Amendment No. 1 as filed on EDGAR. Capitalized terms used but not defined in this letter have the meanings ascribed thereto in Amendment No. 1.

    Mses. Block and Brown

    Division of Corporation Finance

    Office of Transportation and Leisure

    September 27, 2019

    Page 2

    Risk Factors

    New Media’s and Gannett’s respective certificates of incorporation designate the Delaware Court of Chancery, page 27

              1.

                We note that New Media Investment Group Inc.’s forum selection provision identifies the Court of Chancery of the State of Delaware as the exclusive forum for
                  certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Securities Act or Exchange Act. In that regard, we note that Section 27 of the Exchange Act creates
                  exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal
                  and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. If the provision applies to Securities Act claims, please also revise your prospectus to state
                  that there is uncertainty as to whether a court would enforce such provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 28 and 208 of Amendment No. 1 to clarify that the Company’s forum selection provision is not
      intended to apply to claims arising under the Securities Act and the Exchange Act.

              2.

                Please revise to clarify the forum selected in New Media’s exclusive forum provision. In that regard, your risk factor disclosure suggests that “a state court
                  located within the state of Delaware” or the federal district court for the District of Delaware are alternative courts selected, but such other courts are not referenced in New Media’s exclusive forum provision.

    Response: In response to the Staff’s comment, the Company has revised the disclosure on page 28 of Amendment No. 1 to clarify that the Company’s forum selection provision provides that
      the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain matters.

    ****

      Mses. Block and Brown

      Division of Corporation Finance

      Office of Transportation and Leisure

      September 27, 2019

      Page 3

    We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information regarding the foregoing, please do not
      hesitate to contact me at (212) 474-1876.

            Sincerely,

            /s/ Damien R. Zoubek, Esq.

            Damien R. Zoubek, Esq.

    cc:

    Cameron MacDougall, Esq.

    Ivy Hernandez, Esq.

    Fortress Investment Group LLC

    1345 Avenue of the Americas, 45th floor

    New York, NY 10105

    Katherine D. Ashley, Esq.

    Skadden, Arps, Slate, Meagher & Flom LLP

    1440 New York Avenue, N.W.

    Washington, DC 20005

    (202) 371-7000

    Martin W. Korman, Esq.

    Douglas K. Schnell, Esq.

    Wilson Sonsini Goodrich & Rosati

    Professional Corporation

    650 Page Mill Road

    Palo Alto, CA 94304

September 16, 2019
Michael E. Reed
Chief Executive Officer
New Media Investment Group Inc.
1345 Avenue of the Americas, 45th Floor
New York, NY 10105
Re:New Media Investment Group Inc.
Registration Statement on Form S-4
Filed August 29, 2019
File No. 333-233509
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.  If 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.
Form S-4 filed August 29, 2019
Risk Factors
New Media’s and Gannett’s respective certificates of incorporation designate the Delaware
Court of Chancery, page 27
1.We note that New Media Investment Group Inc.'s forum selection provision identifies the
Court of Chancery of the State of Delaware as the exclusive forum for certain litigation,
including any “derivative action.” Please disclose whether this provision applies to actions
arising under the Securities Act or Exchange Act. In that regard, we note that Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder,
and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act

 FirstName LastNameMichael E. Reed
 Comapany NameNew Media Investment Group Inc.
 September 16, 2019 Page 2
 FirstName LastName
Michael E. Reed
New Media Investment Group Inc.
September 16, 2019
Page 2
or the rules and regulations thereunder. If the provision applies to Securities Act claims,
please also revise your prospectus to state that there is uncertainty as to whether a court
would enforce such provision and that investors cannot waive compliance with the federal
securities laws and the rules and regulations thereunder.
2.Please revise to clarify the forum selected in New Media's exclusive forum provision.  In
that regard, your risk factor disclosure suggests that "a state court located within the state
of Delaware" or the federal district court for the District of Delaware are alternative courts
selected, but such other courts are not referenced in New Media's exclusive forum
provision.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Susan Block at 202-551-3210 or Laura Nicholson at 202-551-3584 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

Mail Stop 3561

February 2 , 2017

Gregory W. Freiberg
Chief Financial Officer
New Media Investment Group Inc.
1345 Avenue of the Americas
New York, New York  10105

Re: New Media Investment Group Inc.
 Form 10-K for the Fiscal Year  Ended December 27, 2015
  Filed February 25, 2016
  File No. 001-36097

Dear  Mr. Freiberg :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transportation and Leisure

CORRESP
1
filename1.htm

January 18, 2017

VIA EDGAR CORRESPONDENCE

Melissa Raminpour

Branch Chief

Office of Transportation and Leisure

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

 Washington, D.C. 20549

Re:

New Media Investment Group Inc.

Form 10-K for the Fiscal Year Ended December 27, 2015

Filed February 25, 2016

File No. 001-36097

Dear Ms. Raminpour:

On behalf of New Media Investment Group Inc. (the “Company”), set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated December 23, 2016, with respect to the above-referenced Form 10-K for the fiscal year ended December 27, 2015 (the “Form 10-K”) as filed on February 25, 2016.  Capitalized terms used but not defined in this letter have the meanings assigned to them in the Form 10-K.

For your convenience, the text of the Staff’s comments is set forth in bold below, followed in each case by the Company’s response.  Unless otherwise indicated, all page references in the responses set forth below are to the Form 10-K.

Management’s Discussion and Analysis, page 75

Non-GAAP Financial Measures, page 99

1.

We note your disclosure in the fifth paragraph under the heading Our Strengths on page 9, that you currently estimate you will have significant free cash flow totaling $115.0 million to $135.0 million in 2016.  Please consider expanding the discussion of this Non- GAAP Financial Measure to also include a reconciliation of free cash flows to the most comparable GAAP measure and disclose how this measure is calculated.  See guidance in Questions No. 102.07 and 102.10 of the Staff’s C&DIs on Non-GAAP Financial Measures.

Response

We respectfully advise the Staff that the Company has discontinued the use of forward looking free cash flow in our Exchange Act periodic reports filed subsequent to the Form 10-K and does not intend to report such forward looking Non-GAAP measure in future Exchange Act periodic reports.

Melissa Raminpour

Securities and Exchange Commission

January 18, 2017

Page  2

Note 3. Acquisitions and Dispositions, page 121

2.

We note from your disclosure in Note 3 that on December 10, 2015 you sold the Las Vegas Review-Journal for $140 million and recognized a pre-tax gain on the sale of $57 million.  In light of the fact that these assets were acquired in March 2015, please explain to us why you were able to recognize such a significant gain on the sale of these assets. As part of your response, please tell us why you believe these assets were appropriately recorded at fair value at the time of purchase in March 2015.

Response

We respectfully advise the Staff that on March 18, 2015, a wholly owned subsidiary of the Company completed its acquisition of the assets of Stephens Media, LLC (“Stephens Media”), including the Las Vegas Review-Journal and other related publications (“Las Vegas Review-Journal”) and eight other daily papers, twenty-one weekly publications and ten advertising-only publications (“Other Stephens Assets”), for an aggregate purchase price of $110.8 million, including working capital.

ASC 805 requires that identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree be recognized and measured at their acquisition-date fair values (with the limited exceptions discussed in ASC 805-20-25-16).  Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The $110.8 million purchase price was considered fair value because the Company acquired Stephens Media from an independent third party seller and because the transaction was completed through a brokered sale and auction process that included multiple market participants bidding on the assets.  Additionally, there was no indication that the sale process or transaction was not orderly (e.g., a forced liquidation or distressed sale for the seller).

The Company utilized an independent third party valuation service to assist in determining the fair values of certain assets acquired and liabilities assumed in the acquisition of Stephens Media, as described in Note 3 to the Company’s consolidated financial statements included in the Form 10-K.  Additionally, the Company’s valuation process included an assessment of all elements of the acquisition.  As a result, approximately $80.7 million of the net identifiable assets were allocated to the Las Vegas Review-Journal and $20.6 million of the net identifiable assets were allocated to the Other Stephens Assets.  Therefore, as disclosed in Note 3 to the Company’s consolidated financial statements included in the Form 10-K, the amount of consideration transferred exceeded the fair value of the net assets acquired, resulting in approximately $9.5 million of goodwill recognized for the acquisition of Stephens Media, of which $6.4 million was attributed to the Las Vegas Review-Journal. As such, the transaction was not considered a bargain purchase.

After completing the acquisition of Stephens Media, the Company had no intention to sell the assets and was in the process of building a company-wide events business out of the Las Vegas market.  However, the Company was approached by an independent third party buyer based in Las Vegas that was interested in acquiring the Las Vegas Review-Journal.  The buyer had no pre-existing relationship with the Company and made a compelling offer that management determined to be in the best interest of the Company’s shareholders.  Therefore, on December 10, 2015, the Company completed the sale of the Las Vegas Review-Journal for an aggregate sale price of $140 million, plus a working capital adjustment of $1 million. The sale price was driven by the buyer’s significant interest in the Las Vegas market and the Company’s investment in revenue and other initiatives.  As a result of the sale, a pre-tax gain of $57.0 million, net of selling expenses, was included in (gain) loss on sale or disposal of assets.

Melissa Raminpour

Securities and Exchange Commission

January 18, 2017

Page 3

Note 13. Earnings (Loss) Per Share, page 147

3.

We note that during 2014 and 2015 you issued stock options to the Manager.  Please revise your notes to include the disclosures required by ASC 718-10-50-2.

Response

We respectfully advise the Staff that these stock options (the “Stock Options”) were issued to the Manager in connection with its capital raising efforts and services for the Company’s two equity offerings completed in September 2014 and January 2015.

The Stock Options are treated as share based payments to nonemployees pursuant to ASC 505-50.  At the time of issuance, the Stock Options are fully vested and non-forfeitable, and the services associated with the equity issuance have been completed.  As (i) there was only one grant of stock options per year in 2014 and 2015, (ii) no other stock options were issued to the Manager prior to September 2014, and (iii) there have been no exercises, forfeitures or expirations of the Stock Options since their respective issuance, the Company believes the information disclosed in Note 13 to the Company’s consolidated financial statements included in the Form 10-K included all material information necessary to understand the effects of the Stock Options on the Company’s consolidated financial statements in accordance with ASC 505-50-50-1 and ASC 718-10-50-1 through 50-2.  However, we respectfully acknowledge the Staff’s comment and advise the Staff that the Company will, in its future Exchange Act periodic reports, enhance its disclosures to explicitly include the disclosures described in ASC 718-10-50-2, including a notation that the Stock Options were valued using the Black Scholes model and the following tabular information:

Number of

 Options

Weighted-

Average

Grant Date

 Fair Value

Weighted-

Average

Exercise

 Price

Weighted-

Average

Remaining

Contractual

 Term (Years)

Aggregate

Intrinsic

 Value ($000)

Outstanding at December 28, 2014

745,062

$3.98

$15.71

Granted

700,000

$5.92

$21.70

Outstanding at December 27, 2015

1,445,062

$4.92

$18.61

8.90

 $2,995

Exercisable at December 27, 2015

629,198

 $18.15

8.87

 $1,498

Melissa Raminpour

Securities and Exchange Commission

January 18, 2017

Page 4

Exhibit 32 Certifications

4.

Please revise Exhibit 32.1 and Exhibit 32.2 Certifications to correct in the introductory paragraph the date of the Annual Report being reported on.  In this regard, your certifications refer to the Form 10-K for the fiscal year ended December 28, 2014 rather than the fiscal year ended December 27, 2015.  As such, your Annual Report on Form 10-K for the fiscal year ended December 27, 2015 should be amended in its entirety.  The amended report should include currently dated Exhibit 31 Certifications and revised and currently dated Exhibit 32 Certifications.  We refer you to guidance in the Staff’s Compliance and Disclosure Interpretations (C&DI’s), Question No. 246.14 of Regulation S-K.

Response

We respectfully acknowledge the Staff’s comment and confirm that the Company has filed a Form 10-K/A for the fiscal year ended December 27, 2015 in its entirety, which includes currently dated Exhibit 31 Certifications and revised and currently dated Exhibit 32 Certifications.

If you have any questions regarding the foregoing response or require any additional information, please do not hesitate to contact Duane McLaughlin, counsel to the Company, at (212) 225-2106.

[Signature Page Follows]

Sincerely,

/s/ Gregory W. Freiberg

Gregory W. Freiberg

Chief Financial Officer

cc:          Duane McLaughlin, Esq., Cleary Gottlieb Steen & Hamilton LLP

CORRESP
1
filename1.htm

January 10, 2017

VIA EDGAR CORRESPONDENCE

Melissa Raminpour

Branch Chief

Office of Transportation and Leisure

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

New Media Investment Group Inc.

Form 10-K for the Fiscal Year Ended December 27, 2015

Filed February 25, 2016

File No. 001-36097

Dear Ms. Raminpour:

By letter dated December 23, 2016 (the “Comment Letter”), the staff of the Securities and Exchange Commission (the “Staff”) provided certain comments to the annual report on Form 10-K filed on February 25, 2016 by New Media Investment Group Inc. (the “Company”).

The Company is in receipt of the Comment Letter and is working to prepare a response.  As discussed in our conversation with Claire Erlanger of the Staff on January 5, 2017, the Company is still engaged in a review of the information required to respond to the comments and respectfully requests an extension to the 10 business day response requirement noted in the Comment Letter.  The Company advises the Staff that it expects to respond no later than January 18, 2016.

If you have any questions or require any additional information, please do not hesitate to contact Duane McLaughlin, counsel to the Company, at (212) 225-2106.

Sincerely,

/s/ Gregory W. Freiberg

Gregory W. Freiberg

Chief Financial Officer

cc:          Duane McLaughlin, Esq., Cleary Gottlieb Steen & Hamilton LLP

Mail Stop 3561
December 23 , 2016

Gregory W. Freiberg
Chief Financial Officer
New Media Investment Group Inc.
1345 Avenue of the Americas
New York, New York  10105

Re: New Media Investment Group Inc.
 Form 10 -K for the Fiscal Y ear Ended December 27, 2015
  Filed February 25, 2016
  File No. 001-36097

Dear Mr. Freiberg :

We have reviewed your filing an d have the following 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Management’s Discussion and Analysis, page 75

Non-GAAP  Financial Measures, page 99

1. We note your disclosure in the fifth paragraph under the heading Our Strengths on page
9, that you currently estimate you will have significant free cash flow totaling $115.0
million to $135.0 million in 2016.  Please consider  expanding the discussion of this Non -
GAAP Financial Measure to also include a reconciliation of free cash flows to the most
comparable GAAP measure and disclose how this measure is calculated.  See guidance in
Questions No. 102.07 and 102.10 of the Staff’ s C&DIs on Non -GAAP Financial
Measures.

Note 3. Acquis itions and Dispositions, page 121

2. We note from your disclosure in Note 3 that on December 10, 2015 you sold the Las
Vegas Review -Journal for $140 million and recognized a pre -tax gain on the sale of  $57

Gregory W. Freiberg
New Media Investment Group, Inc.
December 23, 2016
Page 2

 million.  In light of the fact that these assets were acquired in March 2015, please explain
to us why you were able to recognize such a significant gain on the sale of these assets.
As part of your response, please tell us why you believe these asse ts were appropriately
recorded at fair value at the time of purchase in March 2015.

Note 13. Earnings (Loss) Per Share, page 147

3. We note that during 2014 and 2015 you issued stock options to the Manager.  Please
revise your notes to include the disclos ures required by ASC 718 -10-50-2.

Exhibit 32 Certifications

4. Please revise Exhibit 32.1 and Exhibit 32.2 Certifications to correct in the introductory
paragraph the date of the Annual Report being reported on.  In this regard, your
certifications refer  to the Form 10 -K for the fiscal year ended December 28, 2014 rather
than the fiscal year ended December 27, 2015.  As such, your Annual Report on Form
10-K for the fiscal year ended December 27, 2015 should be amended in its entirety.  The
amended report should include currently dated Exhibit 31 Certifications and revised and
currently dated Exhibit 32 Certifications.  We refer you to guidance in the Staff’s
Compliance and Disclosure Interpretations (C&DI’s), Question No. 246.14 of Regulation
S-K.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

You may contact Beverly A. Singleton at (202) 551 -3328 o r Claire Erlanger  at (202) 551 -
3301  if you have questions regarding comments on the financial statements and related matters.
Please contact me at (202) 551 -3379 with any other questions.

Sincerely,

 /s/ Melissa Raminpour

Melissa Raminpour
Branch Chief
Office of Transp ortation and Leisure

CORRESP
1
filename1.htm

Company Acceleration Request

 New Media Investment Group Inc.

1345 A venue of the Americas

 New
York, NY 10105

 September 17, 2014

VIA EDGAR

 Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Re:
New Media Investment Group Inc.

Registration Statement on Form S-1

Registration File No. 333-193887

 Dear Sir/Madam:

New Media Investment Group Inc., a Delaware corporation (the “Company”), hereby requests, pursuant to Rule 461(a) under the
Securities Act of 1933, as amended, that the effective date of the Company’s registration statement (the “Registration Statement”) on Form S-1 (File No. 333-193887) be accelerated by the Securities and Exchange Commission (the
“Commission”) to 4:30 pm, Eastern Time, on September 17, 2014, or as soon thereafter as practicable.

 We request that we be
notified of such effectiveness by a telephone call to Duane McLaughlin of Cleary Gottlieb Steen & Hamilton LLP, the Company’s counsel, at (212) 225-2106 and that such effectiveness also be confirmed in writing.

We hereby acknowledge 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 effective, 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.

 [Signature Page Follows]

Sincerely,

NEW MEDIA INVESTMENT GROUP INC.

By:

/s/ Michael E. Reed

Name: Michael E. Reed

Title: Chief Executive Officer

CORRESP
1
filename1.htm

Underwriter Acceleration Request

 September 17, 2014

Attn: Justin Dobbie, Esq.

 Legal Branch Chief

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
New Media Investment Group Inc.

 Amendment No. 3 to Registration Statement on Form
S-1

 (SEC File No. 333-193887)

Dear Mr. Dobbie:

 In connection with the above-referenced
Registration Statement, and pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we hereby join in the request of New Media Investment Group Inc. that the effective date of the Registration Statement be
accelerated so that it will be declared effective at 4:30 pm, Eastern Time, on September 17, 2014, or as soon thereafter as practicable.

 Pursuant to
Rule 460 under the Act, please be advised that on September 17, 2014 the undersigned expects to effect the distribution of approximately 1,400 copies of the Preliminary Prospectus dated on September 17, 2014 (the “Preliminary
Prospectus”).

 In connection with the Preliminary Prospectus distribution for the above-referenced issue, the prospective underwriter has confirmed
that it is complying with the 48-hour requirement as promulgated by Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[SIGNATURE PAGE FOLLOWS]

 Very truly yours,

Citigroup Global Markets Inc.

CITIGROUP GLOBAL MARKETS INC.

By:

 /s/ Shawn Munday

Name:

Shawn Munday

Title:

Managing Director

 Very truly yours,

Credit Suisse Securities (USA) LLC

CREDIT SUISSE SECURITIES (USA) LLC

By:

 /s/ Michael A. Gilbert

Name:

Michael A. Gilbert

Title:

Managing Director

CORRESP
1
filename1.htm

SEC Response Letter

 March 31, 2014

VIA EDGAR CORRESPONDENCE

 Justin Dobbie, Esq.

 Legal Branch Chief

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
New Media Investment Group Inc.

Registration Statement on Form S-1

Filed February 12, 2014

File No. 333-193887

 Dear Mr. Dobbie:

On behalf of New Media Investment Group Inc. (the “Company”), set forth below are responses to the comments of the staff
(the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated February 26, 2014, with respect to the above-referenced Registration Statement on Form S-1 (the
“Registration Statement”) as filed on February 12, 2014.

 The Company has filed today via EDGAR submission this
letter and the accompanying Amendment No. 1 to the Registration Statement (the “Amendment”) and other exhibits thereto. Capitalized terms used but not defined in this letter have the meanings assigned to them in the
Registration Statement.

 For your convenience, the text of the Staff’s comments is set forth in bold below, followed in each case by
the Company’s response. Unless otherwise indicated, all page references in the responses set forth below are to the Registration Statement.

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.

 Response

The Company respectfully advises the Staff that it has not yet selected the specific underwriters for the offering and that it will amend the
Registration Statement to include

the names of the underwriters as soon as practicable following the selection of underwriters. While the Company has interviewed a number of potential underwriters, the Company has a valid
business reason for not selecting underwriters at this time, as it will select a launch date based on market conditions and select the underwriters that it believes are most appropriate at that time in accordance with prevailing market conditions.

 The Company believes that selecting underwriters at a later stage of the process may be done efficiently and quickly and would not require
significant changes to the Registration Statement. The Company is presently subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, following the completion of its registered spin-off and the filing of its
registration statement on Form S-1, which was declared effective on January 30, 2014. Since then, the Company has prepared an Annual Report on Form 10-K, which was filed on March 19, 2014. As a result of these filings, there is already
current information about the Company that is publicly available to investors. Additionally, as disclosed in the Amendment, the Company has selected Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) to serve as
underwriters’ counsel and Skadden had the opportunity to review the Amendment. The potential underwriters interviewed by the Company have had the opportunity to review the Company’s publicly filed disclosure.

For the foregoing reasons, the Company respectfully requests that the Staff not defer review of the Registration Statement pending the
appointment of specific underwriters.

 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 explain why you cannot do so. Please also disclose whether you have identified any potential investments or acquisitions. If any net proceeds 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.

 Response

The Company respectfully advises the Staff that it is not able to quantify the approximate amount of the proceeds that will be devoted to
particular general corporate purposes at this time because the Company has not made specific determinations regarding the amount or type of any such expenditure. The Company further respectfully advises the Staff that the Company has not identified
specific investments or acquisitions to be funded with the net proceeds from the offering. The Company confirms that it will revise its disclosure in a subsequent pre-effective amendment if and when any such specific investments or acquisitions have
been identified to include the information required by Item 504 of Regulation S-K.

 Exhibits

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

Response

 The Company
acknowledges the Staff’s comment and will file the legality opinion as an exhibit in a subsequent amendment to the Registration Statement and will allow the Staff sufficient time to review.

* * * *

 In accordance with the
Staff’s request, the Company hereby acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filing; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

[Signature Page Follows]

 If you have any questions regarding the foregoing response or require any additional
information, please do not hesitate to contact Duane McLaughlin, counsel to the Company, at (212) 225-2106.

Sincerely,

 /s/ Michael E. Reed

Michael E. Reed

Chief Executive Officer

cc:
Duane McLaughlin, Esq., Cleary Gottlieb Steen & Hamilton LLP

 Ada D. Sarmento, U.S.
Securities and Exchange Commission

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.

January 27, 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.
 Amendment No. 1 to
Registration Statement on Form S-1
Filed January  15, 201 4
File No. 333-192736

Dear Mr. Reed :

We have reviewed your response to our prior comment letter to you dated January 6 ,
2014 and have t he following additional comment .

Directors of New Media, page 162

1. For Messrs. Janulis and Tarica,  we note the general disclosure that they have the
“knowledge, skill, expertise and experience” to serve as directors.  Please  briefly discuss
on an individual basis the specific experience, qualifications, attributes or skills that led
to the conclusion that the person should serve as a director for the company , in light of
the company’s  business and structure.   Refer to Item 401(e)(1) of Regula tion S -K.

You may contact Claire Erlanger  at (202) 551-3301 or Jean Yu  at (202) 551-3305  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at (202) 551 -3798 or me at (202) 551 -3642 with any other questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Special Counsel

cc: Via E -mail
 Duane McLaughlin , Esq.

CORRESP
1
filename1.htm

CORRESP

 January 28, 2014

VIA EDGAR CORRESPONDENCE

 Loan Lauren P. Nguyen,
Esq.

 Special Counsel

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
New Media Investment Group Inc.

 Registration Statement on Form S-1

File No. 333-192736

 Dear
Ms. Nguyen,

 New Media Investment Group Inc., a Delaware corporation (the “Company”), hereby requests, pursuant to Rule 461(a) under the
Securities Act of 1933, as amended, that the effective date of the Company’s registration statement (the “Registration Statement”) on Form S-1 (File No. 333-192736) be accelerated by the Securities and Exchange Commission (the
“Commission”) to 3:00 pm, Eastern Time, on January 30, 2014, or as soon thereafter as practicable.

 We request that we be notified of such
effectiveness by a telephone call to Duane McLaughlin of Cleary Gottlieb Steen & Hamilton, the Company’s counsel, at (212) 225-2106 and that such effectiveness also be confirmed in writing.

The Company hereby acknowledges:

•

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 effective, 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.

Sincerely,

NEW MEDIA INVESTMENT GROUP INC.

 /s/ Cameron D. MacDougall

Cameron D. MacDougall

Secretary

 cc: Duane McLaughlin, Esq. Cleary Gottlieb Steen & Hamilton LLP

Ada D. Sarmento, U.S. Securities and Exchange Commission

 2

CORRESP
1
filename1.htm

SEC Response Letter

 January 28, 2014

VIA EDGAR CORRESPONDENCE

 Loan Lauren P. Nguyen,
Esq.

 Special Counsel

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
New Media Investment Group Inc.

 Amendment No. 1 to

Registration Statement on Form S-1

Filed January 15, 2014

File No. 333-192736

 Dear
Ms. Nguyen:

 On behalf of New Media Investment Group Inc. (the “Company”), set forth below is the response to the
comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated January 27, 2014, with respect to the above-referenced Registration Statement on Form S-1 (the
“Registration Statement”) as filed on January 15, 2013.

 The Company has filed today via EDGAR submission this
letter and the accompanying Amendment No. 2 to the Registration Statement and certain exhibits thereto. Capitalized terms used but not defined in this letter have the meanings assigned to them in the Registration Statement.

For your convenience, the text of the Staff’s comment is set forth in bold below, followed by the Company’s response. The page
references in the response set forth below are to the Registration Statement.

 Directors of New Media, page 162

1.
For Messrs. Janulis and Tarica, we note the general disclosure that they have the “knowledge, skill, expertise and experience” to serve as directors. Please briefly discuss on an individual basis the
specific experience, qualifications, attributes or skills that led to the conclusion that the person should serve as a director for the company, in light of the company’s business and structure. Refer to Item 401(e)(1) of Regulation
S-K.

 Loan Lauren P. Nguyen, Esq.

Securities and Exchange Commission

 January 28, 2014

 Page
 2

 Response

In response to the Staff’s comment, the Company has expanded its disclosure on pages 163 and 164.

* * * *

 In accordance with the
Staff’s request, the Company hereby acknowledges that it is responsible for the adequacy and accuracy of the disclosure in its filing; Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from
taking any action with respect to the filing; and the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding the foregoing response or require any additional information, please do not hesitate to contact Duane
McLaughlin, counsel to the Company, at (212) 225-2106.

 [Signature Page Follows]

Sincerely,

 /s/ Cameron D. MacDougall

Cameron D. MacDougall

Secretary

 cc: Duane McLaughlin, Esq., Cleary Gottlieb Steen & Hamilton LLP

Ada D. Sarmento, U.S. Securities and Exchange Commission

CORRESP
1
filename1.htm

S.E.C. Response Letter

 January 15, 2014

VIA EDGAR CORRESPONDENCE

 Loan Lauren P. Nguyen,
Esq.

 Special Counsel

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
New Media Investment Group Inc.

 Form S-1

Filed December 9, 2013

File No. 333-192736

 Dear
Ms. Nguyen:

 On behalf of New Media Investment Group Inc. (the “Company”), set forth below are responses to the
comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its letter dated January 6, 2014, with respect to the above-referenced Registration Statement on Form S-1 (the
“Registration Statement”) as filed on December 9, 2013.

 The Company has filed today via EDGAR submission this
letter and the accompanying Amendment No. 1 to the Registration Statement and other exhibits thereto. Capitalized terms used but not defined in this letter have the meanings assigned to them in the Registration Statement.

For your convenience, the text of the Staff’s comments is set forth in bold below, followed in each case by the Company’s response.
Unless otherwise indicated, all page references in the responses set forth below are to the Registration Statement.

 General

1.
Prior to printing and distribution of the information statement, please provide us mockups of any pages that include any additional pictures or graphics to be presented. Accompanying captions, if any, should also be
provided. We may have comments after reviewing the materials.

 Response

The Company respectfully informs the Staff that it does not currently intend to include any pictures or graphics in the Prospectus. However, in
the event that it decides to do so, the Company will provide such pictures or graphics to the Staff prior to printing and distribution.

 Loan Lauren P. Nguyen, Esq.

Securities and Exchange Commission

 January 15, 2014

 Page
 2

 Summary, page 7

Our Company, page 7

2.
Please disclose the company’s net loss for the most recent period in this section. Please also disclose this in the Business section on page 114.

Response

 In response to
the Staff’s comment, the Company has moved its net loss disclosure from page 8 to page 7 and has updated its disclosure on page 116, as set forth below.

The newspaper industry has experienced declining revenue and profitability over the past several years due to, among other
things, advertisers’ shift from print to digital media and general market conditions. GateHouse, our predecessor, was affected by this trend and experienced net losses of $160.8 million during the nine month period ended September 29, 2013
and $29.8 million during the fiscal year ended December 30, 2012.

 Risk Factors, page 32

3.
We note that your financing instruments contain covenants. In light of the recent restructuring, please disclose this in a risk factor, including a discussion of any risk of non-compliance.

Response

In response to the Staff’s comment, the Company has included a new risk factor on page 33, as set forth below.

The Local Media Credit Facility and New Credit Facilities contain covenants that restrict our operations and may inhibit our ability to
grow our business and increase revenues.

 The Local Media Credit Facility and New Credit Facilities contain
restrictions, covenants and representations and warranties that apply to us. If we fail to comply with any of these covenants or breach these representations or warranties in any material respect, such noncompliance would constitute a default under
the Local Media Credit Facility and New Credit Facilities (subject to applicable cure periods), and the lenders could elect to declare all amounts outstanding under the agreements related thereto to be immediately due and payable and enforce their
respective interests against collateral pledged under such agreements.

 Loan Lauren P. Nguyen, Esq.

Securities and Exchange Commission

 January 15, 2014

 Page
 3

 The covenants and restrictions in the Local Media Credit Facility and New
Credit Facilities generally restrict our ability to, among other things:

•

incur or guarantee additional debt;

•

make certain investments or acquisitions;

•

transfer or sell assets;

•

make distributions on common stock;

•

create or incur liens; and

•

enter into transactions with affiliates.

 The restrictions
described above may interfere with our ability to obtain new or additional financing or may affect the manner in which we structure such new or additional financing or engage in other business activities, which may significantly limit or harm our
results of operations, financial condition and liquidity. A default and any resulting acceleration of obligations could also result in an event of default and declaration of acceleration under our other existing debt agreements. Such an acceleration
of our debt would have a material adverse effect on our liquidity and our ability to continue as a going concern. A default could also significantly limit our alternatives to refinance both the debt under which the default occurred and other
indebtedness. This limitation may significantly restrict our financing options during times of either market distress or our financial distress, which are precisely the times when having financing options is most important. For more information
regarding the covenants and requirements discussed above, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Indebtedness.”

Material U.S. Federal Income Tax Consequences of the Distribution, page 55

4.
Please revise to refer to this section as a discussion of the material tax consequences rather than as a “summary.”

Response

 In response to
the Staff’s comment, the Company has revised each reference to “summary” to “discussion” on pages 56 and 61.

 Loan Lauren P. Nguyen, Esq.

Securities and Exchange Commission

 January 15, 2014

 Page
 4

5.
Please name tax counsel in this section.

 Response

The Company respectfully informs the Staff that, in the experience of the Company’s counsel, the disclosure in this section (regarding a
taxable distribution by a REIT and the tax consequences of owning stock in a U.S. corporation) is not customarily attributed to tax counsel in filings with the Commission. For example, similar disclosure was made in the following SEC filings, and
tax counsel was only named where an opinion was provided with respect to REIT qualification (which is not applicable in the case of the Company): the Information Statement filed by Rouse Properties dated December 20, 2011; the Form S-1 filed by
AudioEye, Inc. dated February 3, 2012; and the Form S-1 filed by Geo Point Resources, Inc. dated December 20, 2012. Accordingly, the Company has not modified this section to name tax counsel.

Unaudited Pro Forma Condensed Combined Financial Information, page 67

GateHouse Fresh-Start and Other Adjustments, page 68

6.
We note your disclosure on page 71 of the preliminary allocation of the reorganization value to the fair value of GateHouse’s assets and liabilities and the identified intangible assets pursuant to fresh start
accounting. We also note that the fair values of the identifiable intangible assets such as mastheads, advertising relationships, and subscriber relationships, require adjustments to increase their fair value from the historical amount recorded as
of September 30, 2013. In light of the fact that you recognized a $91 million impairment charge to intangible assets in the quarter ended September 30, 2013, please explain to us the reason for the significant increase the fair value
amounts recorded for intangible assets in fresh start accounting. If different methods or approaches were used to determine fair value, please indicate the method or approach used and the reasons why you choose the method or approach used in each
circumstance (i.e. ASC 360 and ASC 852).

 Response

The Company respectfully informs the Staff that the increase in the fair value of the intangible assets pursuant to fresh start accounting in
the unaudited pro forma condensed combined balance sheet relates to different intangible assets than those impaired in the quarter ended September 29, 2013. Specifically, the increase in the fair value primarily relates to the
Company’s Large Dailies newspaper reporting unit, while the $91.6 million of impairment charge recorded in the third quarter 2013 relates to the Company’s Metro, Small Community and Directories reporting units. Consistent methodologies,
inputs and assumptions were applied for the impairment assessment during the quarter ended September 29, 2013 and the estimation of the pro forma fresh start fair value adjustments. The Company has expanded the pro forma disclosure on
page 73 to explain the fair value increases expected in the Company’s identifiable intangible assets upon emergence from Chapter 11, as set forth below.

 Loan Lauren P. Nguyen, Esq.

Securities and Exchange Commission

 January 15, 2014

 Page
 5

 The increase in the fair value of the intangible assets pursuant to fresh
start accounting in the unaudited pro forma condensed combined balance sheet primarily relates to the Company’s Large Dailies reporting unit based on the valuation methodologies, operational outlook, growth rates, discount rates and attrition
rates as described above.

 The Company considered the filing of bankruptcy on September 27, 2013 to be an
impairment triggering event for its intangible assets. As a result, for its amortized intangible assets (advertiser relationships, customer relationships, subscriber relationships, trade names and publication rights) the Company performed a
recoverability test by comparing the sum of the estimated undiscounted future cash flows generated by the underlying intangible asset, or other appropriate grouping of assets, to its carrying value to determine whether an impairment existed at its
lowest level of identifiable cash flows in accordance with ASC 360. For nonamortized intangible assets (goodwill and mastheads), the Company also performed an impairment analysis at the reporting unit level in accordance with ASC 350.

Based on such assessments, no impairment charge was recognized in the third quarter 2013 for intangible assets related to
the Large Dailies reporting unit as the estimated fair value of the Large Dailies reporting unit and the sum of the estimated undiscounted future cash flows generated by the underlying intangible assets exceeded the respective carrying value.
However, in the third quarter of 2013, the Company recorded an impairment charge of $68.6 million for advertiser relationships for the Metro and Small Community reporting units, an impairment charge of $19.1 million for subscriber relationships for
the Metro and Small Community reporting units, an impairment charge of $2.1 million for customer relationships for the Metro reporting unit, and an impairment charge of $1.8 million for trade names and publication rights for the Directories
reporting unit. Refer to Note 9, Goodwill and Intangible Assets to the GateHouse September 29, 2013 unaudited condensed consolidated financial statements. Due to the relatively short period of time between the third quarter impairment
assessment and the estimation of pro forma fresh start fair value adjustments, the valuation methodologies, operational outlook, growth rates, discount rates and attrition rates as described above were consistently applied for both the impairment
assessment and the estimation of fresh start fair value adjustments.

 Gatehouse Effects of the Plan Adjustments, page 76

Footnote (c), page 78

7.
We note your disclosure that the deferred financing fee adjustments include the addition of the new deferred financing fees. Please revise footnote (c) to include disclosure of how you calculated or determined
the new deferred financing fee amounts used in this adjustment.

 Loan Lauren P. Nguyen, Esq.

Securities and Exchange Commission

 January 15, 2014

 Page
 6

 Response

In response to the Staff’s comment, the Company has revised footnote (c) on page 80 to disclose how the amount of the new
deferred financing fee was determined, as set forth below.

 The Company expects to defer approximately $6.2 million of additional
financing fees, as reflected in the unaudited pro forma condensed combined balance sheet, that are directly attributable to the receipt of proceeds from the New Credit Facilities. This amount includes arrangement fees, legal, appraisal and other
related costs and was estimated based on closing costs of the New Credit Facilities. The following table presents the pro forma impact of the deferred financing fees associated with the New Credit Facilities and those associated with the Outstanding
Debt.

Year ended December 30,
2012

Nine months ended September 29,
2013

 Total new deferred financing fees

$
6,152

$
6,152

 Amortization period

5-6 years

5-6 years

 New deferred financing fees

1,162

872

 Elimination of deferred financing fees on Outstanding Debt

(1,255
)

(771
)

 Total deferred financing fee adjustments

$
(93
)

$
101

 Management’s Discussion and Analysis of Financial Condition, page 86

Summary Disclosure About Contractual Obligations and Commercial Commitments, page 107

8.
We note your disclosure of your contractual cash obligations as of December 30, 2012.

In light of the $33 million Local Media credit facility and the $150 million New Credit Facilities entered into subsequent to
December 30, 2012, we believe it would be useful to investors if you disclose a pro forma table of contractual obligations which includes these additional debt obligations. Please revise accordingly.

Response

 In response to
the Staff’s comment, the Company has revised its disclosure to include a pro forma table of contractual obligations on page 110, as set forth below.

As part of our ongoing operations, we enter into arrangements that obligate us to make future payments under contracts such as debt
agreements, lease agreements and non-compete agreements. A summary of our contractual obligations as of

 Loan Lauren P. Nguyen, Esq.

Securities and Exchange Commission

 January 15, 2014

 Page
 7

September 29, 2013 on a pro forma basis for the transactions described in the section entitled, “Unaudited Pro Forma Condensed Combined Financial Information” of this Prospectus,
is set forth below:

2013

2014

2015

2016

2017

Thereafter

Total

(In Thousands)

 Debt obligations(1)

$
3,710

$
19,302

$
20,798

$
24,638

$
26,401

$
171,976

$
266,825

 Non-compete payments

2

286

250

200

200

200

1,138

 Modified operating lease obligations

1,339

4,206

3,538

3,241

3,200

4,177

19,701

 Letters of credit

5,182

—

—

—

—

—

5,182

 Total

$
10,233

$
23,794

$
24,586

$
28,079

$
29,801

$
176,353

$
292,846

(1)
Includes principal and interest payments on the Local Media Credit Facility entered into on September 3, 2013 and the New Credit Facilities entered into on November 26, 2013 as if each had been in effect as
of September 29, 2013.

 Indebtedness, page 106

9.
Please provide us a copy of the Local Media Credit Facility.

 Response

In response to the Staff’s comment, a copy of the Local Media Credit Facility, as amended, has been supplementally provided to the
Commission.

10.
We note your discussion of the financial and other operating covenants under the Local Media Credit Facility. Please provide similar disclosure for the New Credit Facilities here.

Response

 In response to
the Staff’s comment, the Company has updated its disclosure on page 109 as set forth below.

 The New Credit
Facilities impose upon GateHouse certain financial and operating covenants, including, among others, requirements that GateHouse satisfy certain financial tests, including a minimum fixed charge coverage ratio, a maximum leverage ratio, a minimum
EBITDA and a limitation on

January 6 , 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 December 9 , 2013
File No. 333-192736

Dear Mr. Reed :

We have reviewed your registration statement and have the following 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.   If you do not believe our comments apply t o 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 ad ditional comments.

General

1. Prior to printing and distribution of the information statement, please provide us mockups
of any pages that include any additional pictures or graphics to be presented.
Accompanying captions, if any, should also be provided. W e may have comments after
reviewing the materials.

Summary, page 7

Our Company, page 7

2. Please disclose the company’s net loss for the most recent period in this section.   Please
also disclose this in the Business section on page 114.

Michael E . Reed
New Media Investment Group  Inc.
January 6 , 2014
Page 2

 Risk Factors, page 32

3. We note that your financing instruments contain covenants.  In light of the recent
restructuring, p lease d isclose  this in a risk factor, including a discussion of any risk of
non-compliance.

Material U.S. Federal Income Tax Consequen ces of the Distribution, page 55

4. Please revise to refer to this section as a discussion of the material tax consequences
rather than as a “summary.”

5. Please name tax counsel in this section.

Unaudited Pro Forma Condensed Combine d Financial Information, page 67

GateHouse Fresh -Start and Other Adjustments,  page 68

6. We note your disclosure on page 71 of the preliminary allocation of the reorganization
value to the fair value of GateHouse’s assets and liabilities and the identified intangible
assets pursuant to fresh start accounting.  We also note that the f air values of the
identifiable intangible assets such as mastheads, advertising relationships, and subscriber
relationships, require adjustments to increase their fair value from the historical amount
recorded as of September 30, 2013.  In light of the fac t that you recognized a $91 million
impairment charge to intangible assets in the quarter ended September 30, 2013, please
explain to us the reason for the significant increase the fair value amounts recorded for
intangible assets in fresh start accounting .  If different methods or approaches were used
to determine fair value, please indicate the method or approach used and the reasons why
you choose the method or approach used in each circumstance (i.e. ASC 360 and ASC
852).

Gatehouse Effects of the Plan Adjustments, page 76

Footnote (c), page 78

7. We note your disclosure that the deferred financing fee adjustments include the addition
of the new deferred financing fees.  Please revise footnote (c) to include disclosure of
how you calcu lated or determined the new deferred financing fee amounts used in this
adjustment.

Management’s Discussion and Analysis of Financial Con dition , page 86

Summary Disclosure About Contractual Obligations and Commercia l Commitments, page 107

8. We note your disclosure of your contractual cash obligations as of December 30, 2012.

Michael E . Reed
New Media Investment Group  Inc.
January 6 , 2014
Page 3

 In light of the $33 million Local Media credit facility and the $150 million New Credit
Facilities entered into subsequent to December 30, 2012,  we believe it would be useful to
investors if you disclose a pro forma table of contractual obligations which includes these
additional debt obligations.  Please revise accordingly.

Indebtedness, page 106

9. Please provide us a copy of the Local Media Credit Facility.

10. We note your discussion of the financial and other operating covenants under the Local
Media Credit Facility .  Please provide similar disclosure for the New Credit Facilities
here.

Executive Compensation, page 170

Annual Bonus Incentives for Named Executive Officers, page 172

11. Please discuss the specific factors  the board of d irectors used to determine the amounts
paid to each of the named executive officers  as cash bonuses  for 2012 performance ,
including  the 2012 company -wide annual performance goals, the 2012 individual
performance measures and the factors that  led the board of directors to a ward Mr. Reed  a
bonus in excess of his target bonus amount .  To the extent you believe that quantified
disclosure of the goals  is not required because it would result in competitive harm such
that the quantification could be excluded under Instruction 4 to  Item 402(b) of Regulation
S-K, please provide us with a detailed explanation for such conclusion.

GateHouse Media Unaudited Financial Statements for the Nine Months Ended September 30,
2013

Note 13. Income Taxes, page F -78

12. We note your disclosure that you concluded that during the nine months ended
September 30, 2013, a net increase to the valuation allowance of $49,164 would be
necessary to offset additional deferred tax assets.  Please explain to us the underlying
reason f or this increase to the valuation allowance and provide more details as to how
you accounted for it in the statement of operations and comprehensive income (loss).

Exhibit 10.32

13. Please provide the conformed signature for the Manager.

Michael E . Reed
New Media Investment Group  Inc.
January 6 , 2014
Page 4

 Exhibit 10.33

14. In the list of exhibits and schedules on page vii , the form of borrowing base certificate is
listed as Exhibit 1.2 to this agreement yet it is marked as Exhibit A in the agreement.
Please refile the finalized and executed agreement  or advise.

15. In the list of exhibits and schedules on page vii , the financial condition certificate is listed
as Exhibit 8.1(g) yet it is marked as Exhibit 8.1(j) in the agreement.  Please refile the
finalized and executed agr eement  or advise.

16. In the list of exhibits and schedules on page vii , the commitment transfer supplement is
listed as Exhibit 16.3 yet it is marked as Exhibit 17.3 in the agreement.  Please refile the
finalized and executed a greement  or advise.

17. In the list of exhibits and schedules on page vii, reference is made to a Schedule 6.17 yet
no Schedule 6.17 has been provided.  We also note that the list of schedules which
appears immediately before the sched ules in the agreement does not reference a Schedule
6.17.  Please refile the finalized and executed agreement  or advise.

Exhibit 10.34

18. In the list of exhibits and schedules on page vii, Schedule I is titled  Subsidiary Guarantors
yet the list of schedules which appears immediately before the schedules in the agreement
titles  Schedule I as Additional Borrowers  as does the schedule itself.  Please refile the
finalized and executed agreement  or advise.

19. The list of schedules appearing immediately before the schedules in the agreement does
not show  a Schedule III  yet one has been included .  Please revise or advise.

Exhibit 10.35

20. We note certain bracketed language and a related  footnote on page 2 of this agreement.
Please revise or advise.

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 an d
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:

Michael E . Reed
New Media Investment Group  Inc.
January 6 , 2014
Page 5

  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 t o delegated authority, in
declaring the filing effective, 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 effect iveness 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 accele ration of the effective date of the registration statement 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 specified 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.

You may contact Claire Erlanger  at (202) 551-3301 or Jean Yu  at (202) 551-3305  if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ada D. Sarmento at (202) 551 -3798 or me at (202) 551 -3642 with any other questions.

Sincerely,

/s/ Loan Lauren P. Nguyen

Loan Lauren P. Nguyen
Special Counsel

cc: Via E -mail
 Duane McLaughlin , Esq.