Exhibit 4.1
EXECUTION VERSION
FIRST SUPPLEMENTAL INDENTURE
This FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2019 (the “First Supplemental Indenture”), is entered into by and among Gannett Co., Inc., a Delaware corporation (the “Company”), New Media Investment Group Inc., a Delaware corporation (“New Media”) and U.S. Bank National Association (the “Trustee”).
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture, dated as of April 9, 2018 (the “Indenture”), between the Company and the Trustee, providing for the issuance of the 4.750% Convertible Senior Notes due 2024 (the “Notes”);
WHEREAS, on August 5, 2019, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with New Media Investment Group Inc. (“New Media”), Arctic Holdings LLC, a wholly owned subsidiary of New Media (“Intermediate Holdco”), and Arctic Acquisition Corp., a wholly owned subsidiary of Intermediate Holdco (“Merger Sub”);
WHEREAS, pursuant to the Merger Agreement, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company, with the Company continuing as the surviving corporation and an indirect wholly owned subsidiary of New Media (the “New Media Merger”);
WHEREAS, pursuant to the Merger Agreement, at the effective time of the New Media Merger (the “Effective Time,” and the date of such Effective Time, the “Effective Date”), each share of common stock, $0.01 par value per share, of the Company (the “Common Stock”) issued and outstanding immediately prior to the Effective Time (other than any Company Excluded Shares and any Dissenting Shares, each as defined in the Merger Agreement) will be automatically converted into (A) 0.5427 of a fully paid and nonassessable share of common stock, par value $0.01 per share, of New Media (“New Media Common Stock”) (subject to Section 2.05 of the Merger Agreement with respect to fractional shares) and (B) the right to receive $6.25 in cash, without interest;
WHEREAS, pursuant to Section 13.07 of the Indenture, the Company and New Media are required to execute and deliver to the Trustee a supplemental indenture providing for, among other things, the right to convert each $1,000 principal amount of Notes into the kind and amount of shares of stock, other securities or other property or assets (including cash or any combination thereof) that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the New Media Merger would have owned or been entitled to receive upon the New Media Merger;
WHEREAS, the New Media Merger constitutes a Merger Event, Fundamental Change and Make-Whole Fundamental Change;
WHEREAS, New Media wishes to fully and unconditionally guarantee all of the obligations of the Company under the Notes and the Indenture (the “Guarantee”);