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GANNETT CO., INC.
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On April 24, 2019, Gannett Co., Inc. made available the following Investor Presentation.
Driving shareholder value as an innovative, digitally focused media and marketing solutions company Investor Presentation April 2019
Disclaimers Forward-Looking Statements This presentation may include certain forward-looking statements regarding business strategies, variability in the exchange rate relative to the U.S. dollar of currencies in foreign jurisdictions in market potential, future financial performance and other matters. Forward-looking statements include which we operate; all statements that are not historical facts. The words believe, expect, estimate, could, risks associated with our underfunded pension plans; should, intend, may, plan, seek, anticipate, project and similar expressions, among others, generally identify forward-looking statements, which speak only as of the date the statements were adverse outcomes in litigation or proceedings with governmental authorities or administrative made and are not guarantees of future performance. Where, in any forward-looking statement, an agencies, or changes in the regulatory environment, any of which could encumber or impede our expectation or belief as to future results or events is expressed, such expectation or belief is based on efforts to improve operating results or the value of assets; the current plans and expectations of our management and expressed in good faith and believed to volatility in financial and credit markets, which could affect the value of retirement plan assets and have a reasonable basis, but there can be no assurance that the expectation or belief will result or be our ability to raise funds through debt or equity issuances and otherwise affect our ability to achieved or accomplished. Whether or not any such forward-looking statements are in fact achieved access the credit and capital markets at the times and in the amounts needed and on acceptable will depend on future events, some of which are beyond our control. The matters discussed in these terms; forward-looking statements are subject to a number of risks, trends, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the risks to our liquidity related to the redemption, conversion and similar features of our convertible forward-looking statements. These factors include, among other things: notes; and our ability to achieve our strategic transformation; other uncertainties relating to general economic, political, business, industry, regulatory and potential disruption due to the reorganization of our sales force; market conditions. an accelerated decline in general print readership and/or advertiser patterns as a result of changing consumer preferences, competitive alternative media or other factors; A further description of these and other important risks, trends, uncertainties and other factors is an inability to adapt to technological changes or grow our digital businesses; provided in the companys filings with the U.S. Securities and Exchange Commission, including the risks associated with the operation of an increasingly digital business, such as rapid technological companys annual report on Form 10-K for fiscal year 2018. Any forward-looking statements should be changes, challenges associated with frequent new delivery platforms, declines in web traffic levels, evaluated in light of these important risk factors. The company is not responsible for updating or technical failures and proliferation of ad blocking technologies; revising any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. competitive pressures in the markets in which we operate; macroeconomic trends and conditions; Non-GAAP Financial Measures increases in newsprint costs over the levels anticipated or declines in newsprint supply; risks and uncertainties associated with our ReachLocal segment, including its significant reliance on This presentation includes non-GAAP financial measures as that term is defined by the Security and Google for media purchases, its international operations and its ability to develop and gain market Exchange Commissions Regulation G. Further discussion regarding our use of non-GAAP financial acceptance for new products or services; measures, as well as the most directly comparable GAAP financial measures and information our ability to protect our intellectual property or defend successfully against infringement claims; reconciling these non-GAAP financial measures to our financial results prepared in accordance with our ability to attract and retain talent; GAAP, are included at the end of this presentation. labor relations, including, but not limited to, labor disputes, which may cause business interruptions, revenue declines or increased labor costs; potential disruption or interruption of our IT systems due to accidents, extraordinary weather events, civil unrest, political events, terrorism or cyber security attacks; risks and uncertainties related to strategic acquisitions or investments, including distraction of management attention, incurrence of additional debt, integration challenges and failure to realize expected benefits or synergies or to operate businesses effectively following acquisitions; risks and uncertainties related to MNG Enterprises, Inc.s unsolicited proposal to acquire the company and related nomination of six candidates for election to the companys board of directors, which could, among other matters, cause us to incur significant expense and impact the trading value of our securities;
Executive Summary (1/2) Gannett Co., Inc. (Gannett) is an innovative, digitally focused media and marketing solutions company committed to creating shareholder value while strengthening communities across our WE ARE network GANNETT We operate media networks in the U.S. that reach 126MM unique visitors1 and in the U.K. that reach 25MM unique visitors2 We are transitioning from a print-based to a diversified, digitally led product and revenue model We are investing organically and inorganically in various initiatives to drive long-term value, including: WE ARE TRANSFORMING ? Creation of the USA TODAY NETWORK, our U.S. media brand ? Acquisitions of ReachLocal, SweetIQ and WordStream to expand our digital marketing solutions ? Optimization of the cost base of our legacy print business to preserve margins and cash flow while enabling reinvestment in our digital business We are making substantial progress despite industry-wide challenges ? As of 2018 year-end, we generated 36% of total revenue and 47% of advertising revenue from OUR STRATEGY digital IS WORKING ? We have 500,000+ paid digital-only subscribers ? Since becoming a stand-alone company in mid-2015, Gannett has delivered a higher and more stable total shareholder return than the majority of the companys broader peer set3 1. Source: comScore. Monthly average figure for 2018 3. Peers include The New York Times Company, New Media Investment Group Inc., 3 2. Source: Adobe Analytics. Monthly average figure for 2018 Tribune Publishing Company, News Corporation, McClatchy and Lee Enterprises, Incorporated
Executive Summary (2/2) On January 14, 2019, MNG Enterprises, Inc. (MNG), a direct competitor of MNG IS Gannett controlled by Alden Global Capital LLC (Alden), a hedge fund with a Your board ATTEMPTING recent history of destroying value at portfolio companies, submitted an strongly urges TO CONTROL incomplete, unfinanced proposal to acquire Gannett all Gannett GANNETT FOR Gannett immediately, and repeatedly, sought to engage with MNG to assess ITS OWN the viability of the proposal, but was repeatedly rebuffed shareholders to BENEFIT Gannetts board rigorously evaluated and unanimously rejected the proposal support our on the grounds that it undervalues Gannett and is not credible transformative MNG still has made no attempt to substantively address any of your boards plan to deliver concerns regarding its unsolicited proposal value The recent letter procured by MNG from a distressed debt fund of Oaktree Capital Management (Oaktree) does not alter Gannetts assessment that MNG cannot finance its proposal ? Oaktrees letter did not indicate any confidence in its own ability to arrange committed financing or otherwise suggest it would even play a Please vote role in any such financing, as would be customary in a letter of this kind FOR ALL of Now, MNG has nominated 6 director candidates who are affiliated with MNG Gannetts and/or Alden for election to Gannetts board in an apparent effort to take independent control of Gannett director MNG has signaled conflicting plans if its nominees are elected will it seek to nominees on buy Gannett, sell MNG to Gannett or slash costs for temporary profit? the WHITE MNGs nominees are highly conflicted, have poor track records and appear to have been chosen by MNG and Alden to serve their interests, not the proxy card interests of all Gannett shareholders 4
Overview of Business Transformation & Strategic Priorities Financial Results Reflect Progress in Executing Strategy Strong Leadership in Place To Oversee Value Creation Aldens & MNGs Self-Serving Attempt to Control Gannett Appendices Setting the Record Straight Biographies of Our Board Our Local Markets Non-GAAP Financial Measures
Gannett Overview 2018A FINANCIAL SUMMARY $2.9BN $1.1BN $322MM $1.1BN DIGITAL REVENUE ADJUSTED EBITDA1 MARKET CAPITALIZATION2 REVENUE 16% CAGR SINCE 2016 BUSINESSES CONSUMERS $1.7BN SCALED NETWORKS $1.1BN of 2018A Advertising and of 2018A Circulation Revenue Marketing Services Revenue (75% Subscription) PREMIUM LOCAL NEWS BRANDS $781MM 126MM in 2018A Digital Advertising Monthly Unique Visitors4 & Marketing Services PREMIUM NATIONAL Revenues3 500K+ High-Quality Paid Digital-Only Subscribers ROBUST DIGITAL MARKETING SOLUTIONS Trusted Award-Winning Audience at Scale Trusted Journalism ReachLocal and eliminations 1. Non-GAAP measure. See Appendix for reconciliation to amounts reported under GAAP 3. Includes corporate 6 2. As of 04/18/19 4. Source: comScore (represents 2018 monthly average in the U.S.)
Gannett Has Taken Actions to Drive Shareholder Value Strategically positioned the company to thrive in a digital future Invested in innovative technologies to bring content to our audiences and products to local and national businesses Grew digital audience and engagement, with a record high 133MM unique visitors in November 20181 Carefully managed our cost base to maintain profitability despite industry challenges Maintained our commitment to the highest journalistic standards Returned $324MM2 to shareholders while continuing to invest in our business 7 1. Source: comScore 2. Includes all share repurchases and dividends since July 2015
Gannett Has Not Remained complacent about the changing nature of our industry Lost sight of our mission or commitment to serving local communities Overinvested in or overpaid for digital or local market acquisitions or technologies Increased equity risk by adding unsustainable levels of debt to our capital structure Changed our consistent approach to capital management Relied upon real estate sales to finance operations 8
Gannetts Strategy to Create Value Returned $324MM to shareholders, exceeding peer median total shareholder return1 WHERE WE WERE WHERE WE ARE WHERE WE ARE GOING 2016A 2018A 2023E % DIGITAL 26% REVENUE 36% >60% DIGITAL REVENUE $779MM $1.1BN >$1.5BN Separation in June 2015 Created the USA TODAY NETWORK and Committed to refining our strategy and of Gannett from TEGNA2 executing digital transformation evolving transformation USA TODAY and 92 Local Expanded to 109 local markets integrated Build new products to help businesses market Markets with our national premium brand through the USA TODAY NETWORK and/or 2-year contract with G/O Grew digital marketing solutions ReachLocal platforms Digital for digital capabilities with acquisitions of Develop innovative products to expand our marketing solutions ReachLocal, SweetIQ and WordStream paid digital-only subscription portfolio and through June 2017 Launched LOCALiQ, our data-driven revenue Acquisition strategy marketing solutions brand Grow paid digital-only subscribers to >1.5MM focused on local markets > 500,000 paid digital-only subscribers Rationalize costs to allow us to continue to Finished 2018 as #1 in mobile web unique reinvest in our digital business visitors in News and Information category3 Acquire businesses and technologies that accelerate key pillars of our strategy 9 1. Includes all share repurchases and dividends since July 2015 2. Upon separation, TEGNA included broadcasting and digital businesses and Gannett included publishing businesses and their related digital assets 3. Source: comScore
The Future of Gannett: Our Strategy for Value Creation OUR DIFFERENTIATORS OUR BUSINESS OUR STRATEGY Leverage nationwide scale and Deep experience and Business-to-Business 1 local presence to expand and scale in local and (B2B) deepen our relationships with national markets consumers and businesses Marketing solutions partner to national, regional and local Accelerate growth of our digital Longstanding trust businesses 2 revenue through innovative with consumers and consumer experiences and new marketing solutions for advertisers businesses Business-to-Consumer (B2C) Maximize the value of our legacy High quality Producer of engaging 3 print business and rationalize our journalism content with a focus on cost base news and information Pursue accretive growth through 4 disciplined, selective acquisitions that provide synergies 10
Business-to-Business: Marketing Solutions Partner Delivering customers to national, regional and local businesses nationwide ADVERTISING SOLUTIONS REVENUE & DIGITAL MARKETING 10% Digital Marketing Solutions 15% 29% 16% Monetizing Trusted Audiences of Scale 70% 51% 5% 4% 2016A 2018A Digital Classified Print Advertising Digital Media Advertising Digital Marketing Solutions 11 Note: Bar charts exclude Newsquest
Nationwide Digital Marketing Solutions 2018A Revenue: $412MM Managed Service Do-it-for-Me Self Service Do-it-Yourself Digital marketing solutions SaaS digital marketing platform 223MM+ 17,000+ ~2 #1 3,700 $60BN+ LOCAL LEADS TO ACTIVE AVERAGE PRODUCTS CUSTOMER SATISFACTION ACTIVE AD SPEND BUSINESSES CLIENTS PER CLIENT IN SEARCH ADVERTISING1 CLIENTS MANAGED2 END-TO-END SUITE OF DIGITAL MARKETING SOLUTIONS FOR SMBS AT ANY STAGE DIGITAL MARKETING DIGITAL ADVERTISING WEB PRESENCE SOFTWARE Search Geotargeting SEO Listings Lead Management Social Ads Retargeting Websites Reviews Marketing Automation Display Ads Live Chat Analytics 12 1. Source: G2 Crowd 2. As of February 2019
USA TODAY NETWORK Overview Gannetts USA TODAY NETWORK delivers tremendous nationwide reach through strong, trusted national, local and passion brands that form the foundation of our local-to-national network strategy LOCAL ~2,900 USA TODAY Journalists 11MM 1.6MM Local Sunday Readership USA TODAY Average Daily Print Readership 45MM Local National Average Monthly Unique Visitors 81MM Average Monthly Unique Visitors #1 or #2 Local News Website in 25MM Most Markets Passion Mobile App Downloads 109 Local Markets LOCAL STORIES FEED NATIONAL NEWS CONNECTS NATIONAL NEWS WITH LOCAL RELEVANCE 13 Source: comScore (December 2018), MRI, AAM, Scarborough. USA TODAY unique visitors include audience from distributed platforms (YouTube, AppleNews, MSN Video, Google AMP, FBIA) and exclude Sports Media Group owned and operated properties and affiliates
The USA TODAY NETWORK is Monetized in Two Ways Driving Value through Advertising and Circulation B2B: Advertising Revenue B2C: Circulation Revenue Digital Media Advertising Digital 16% 25% Digital Classified 4% Print Advertising 51% Digital Marketing Solutions Print 29% 75% Local market full access (print & digital) Display advertising across all platforms and subscribers devices, including print, desktop and mobile Local paid digital-only subscribers Off-platform monetization across partner channels Local and USA TODAY single copy sales Affiliate sports network USA TODAY hotel distribution 14 Note: Pie charts exclude Newsquest and represent 2018 actuals
Leverage Nationwide Scale and Local Presence to 1 Expand and Deepen Our Relationships with Consumers and Businesses STRATEGIC WHERE WE WHERE WE MARKET INITIATIVES ARE ARE GOING OPPORTUNITY B2B Deepen DMS penetration 9% of Gannett local clients ~9MM 20-25% Strategy of existing local clients buy DMS products SMBs in US, 75% advertise digitally2 1 2X increase in LOCALiQ Grader Leverage data & Launched LOCALiQ sales $60BN Tool usage to drive higher close solution brand and local digital technology rate and average revenue per LOCALiQ Grader Tool 3 client advertising market Focus on client segments Double-digit digital advertising Restructured sales team to and marketing services revenue (versus one-size-fits-all) better serve clients growth B2C Engagement: Engagement: Increase views/ 260MM Strategy Drive further engagement ~3 views/visit visits by 50% on mobile total US monthly and growth of USA TODAY Loyalty: uniques4 NETWORK ~40% of visitors return at Loyalty: 2/3 of visitors return at least twice per week least twice per week 19MM households Focus on increasing across our 109 local Super-serve most valuable Increase retention and subscription rates and markets full access subscribers customer lifetime value acquiring subscribers Grow paid digital-only ~500,000 >1,500,000 subscribers 1. LOCALiQ is Gannetts data-driven marketing solution designed to simplify the complexity of 3. Source: BIA Advisory Services 15 marketing for businesses and drive improved return on investment; launched in September 2018 4. Source: comScore 2. Source: IAB / Borrell
Accelerate Growth of Our Digital Revenue Through 2 Innovative Consumer Experiences and New Marketing Experiences for Businesses WHERE WE ARE WHERE WE ARE GOING GOAL B2B One stop shop for digital marketing, Digital advertising and marketing Increase sales helping businesses get more customers solutions offerings that leverage productivity Strategy artificial intelligence and predictive Search, display, social tools Improve client retention SEO, website management Listing and reputation management LOCALiQ packages to migrate print Create stickier Best-in-class success metrics reporting clients to appropriate digital solutions relationship with more products per client Custom and high-impact advertising across Gannetts owned and operated network Branded content Gravity ad unit B2C Compelling and engaging content Content experiences Increase paid digital-only experiences for local and national subscriptions Strategy More engaging consumption formats audiences Additional video franchises Expand and diversify Award-winning mobile web experiences Over-the-top (OTT) digital audience Several growing video franchises (e.g., Kind Series) More subscription offerings Drive engagement Virtual reality / augmented reality Content offerings outside of news experiences (e.g., The Wall, 3-2-1 Launch) Create and foster loyal (e.g., crossword puzzles, sports) Hybrid / freemium offers relationships Subscription-based offerings Packaged subscriptions across our Core news subscriptions in local markets diverse portfolio USA TODAY ad-free app 16
3 Maximize the Value of Our Legacy Print Business and Rationalize Our Cost Base Track Operating Record Expenses of Reducing Continued Opportunity to Maximize Profits Distribution and Production Standardization / Facility consolidation (closed13 print facilities since the Optimization $3,709 separation) $820MM+ Standardize print products to MM Outsource certain printing and distribution to third drive efficiencies in centralized In Opex parties design studios Reductions Maximize press capacity with commercial work Created digital optimization teams to manage small sites Optimize newspaper delivery routes Rationalize subscriber acquisition Regionalization / Centralization costs (both print and digital) $2,888 MM Salesforce reorganization, including migrating certain Outsourcing accounts to more efficient call centers and optimizing post-sales Leverage ReachLocals India operations for routine digital ad Develop more regional / state editorial structures, as design we have done in Tennessee, Wisconsin, New Jersey and Florida Subscriber call centers Optimize financial and accounting functions (e.g., Certain technology functions advertising and circulation accounting, integrate acquisitions) Leverage scale to drive savings in technology services (e.g., cloud services, hosting, software services) PF 20151 2018 Opportunity remains to maximize profits to enable reinvestment in our digital business and maintain EBITDA margins of 10-12% while our business transforms 17 1. Pro forma for acquisition of JMG, NJMG and ReachLocal. Source: Pro forma financials filed with 8-K on 10/21/16
4 Pursue Accretive Growth Through Disciplined, Selective Acquisitions that Provide Synergies Digital Marketing Local Market Consumer Software and Services Expansion Engagement Objective To provide national and local To grow the size of the USA To provide consumers with marketers with best-in-class TODAY NETWORK audience and engaging digital content, live solutions that generate a expand our editorial coverage experiences and exclusive benefits superior ROI for their digital where news is happening in as members of the USA TODAY marketing investments America NETWORK Acquisitions since 2015 August 2016, $163MM October 2016, undisclosed 2 April 2016, $261MM April 2017, $32MM October 2017, undisclosed July 2016, $39MM June 2018, $133MM1 Future Product tuck-ins to Fill in geographic gaps and Accelerate paid digital-only enhance the B2B offer strong synergy customer acquisition or offering opportunities enhance content 1. Excludes up to $20MM of additional consideration payable in 2019 and 2020 based upon the achievement of certain revenue targets 18 2. JMG acquisition added print and digital publishing operations serving 15 U.S. markets in nine states, including the Milwaukee Journal Sentinel, the Knoxville News Sentinel and the Commercial Appeal in Memphis
Overview of Business Transformation & Strategic Priorities Financial Results Reflect Progress in Executing Strategy Strong Leadership in Place To Oversee Value Creation Aldens & MNGs Self-Serving Attempt to Control Gannett Appendices Setting the Record Straight Biographies of Our Board Our Local Markets Non-GAAP Financial Measures 19
Financial Highlights 1 Digital marketing solutions business providing a growth engine and strong earnings 2 Stable margins and positive cash flow generation 3 Strong balance sheet 4 Clear, consistent and disciplined approach to capital allocation 5 Delivered total shareholder returns in excess of most peers 20
1 Digital Marketing Solutions Business Providing a Growth Engine and Strong Earnings ($ in MM) REACHLOCAL OPERATIONAL REVENUE $412 Focus on local small and $359 medium-sized businesses maximizes existing client relationships and trusted $110 brands YoY Growth 2016A1 2017A 2018A RL Segment 226% 15% Growth engine for Gannett Gannett 3% (7%) with further potential as meaningful contributor to REACHLOCAL ADJUSTED EBITDA2 overall profitability $48 $17 Return on digital marketing solutions acquisitions is ($6) ahead of internal targets 1 % Margin 2016A 2017A 2018A RL Segment (5%) 5% 12% Gannett 12% 11% 11% 1. Represents partial year ownership of ReachLocal (acquired in August 2016) 21 2. Non-GAAP measure. See Appendix for reconciliation to amounts reported under GAAP
2 Stable Margins and Positive Cash Flow Generation ($ in MM) TOTAL DIGITAL ADVERTISING & MARKETING SERVICES REVENUE AND DIGITAL CONTRIBUTION REVENUES AND CONTRIBUTION $3,047 $3,146 $781 $2,917 $744 36% $505 47% 32% 41% 26% 29% 2016A 2017A 2018A 2016A 2017A 2018A Revenue u Dig Digital ta Re Revenue u as as a % % of of Total Total R Revenue nu Digi Digital Advertising Advertising and & Marketing rk ti Servic Services Re Revenue enue % of Total Advertising & Marketing Services Revenue FREE CASH FLOW1 ADJUSTED EBITDA MARGIN AND ADJUSTED EBITDA3 12% 11% 11% $164 $108 $360 $360 $94 $322 2016A 2017A2 2018A 2016A 2017A 2018A Adjusted EBITDA Margin Adjusted Adjusted EBITDA EB TDA 1. Non-GAAP measure defined as cash flow from operating activities less capital expenditures. See 2. 2017 free cash flow includes $24MM of tax refunds 22 Appendix for reconciliation to amounts reported under GAAP 3. Non-GAAP measure. See Appendix for reconciliation to amounts reported under GAAP
3 Strong Balance Sheet Net debt of $211MM1 NET DEBT / 2018 ADJUSTED EBITDA2 Cash on hand of $94MM Revolving credit facility maturing in 2020 6.3x Convertible note maturing in 2024 3.6x Financial flexibility to: Median: 2.5x 2.5x Continue executing our digital transformation 0.8x Maintain a balanced 0.1x n.m. n.m. approach to capital allocation Source: Company filings 23 1. As of 12/31/18. Debt figure in net debt calculation is based on carrying value of long-term debt, excluding current maturities 2. Adjusted EBITDA includes stock-based compensation. Non-GAAP measure. See Appendix for reconciliation to amounts reported under GAAP
4 Clear, Consistent and Disciplined Approach to Capital Allocation Returned $324MM to shareholders since July 2015 Dividends Consistently paid $0.16 per share quarterly dividend since July 2015 CAPITAL Share Repurchases ALLOCATION $100MM share repurchase program authorized Maximize FRAMEWORK Opportunistic approach where there is a clear value Total Focused on creation potential for Gannett shareholders Shareholder balancing Return Over returning capital Investments to shareholders Time Disciplined approach, clear internal hurdle requirements and investing in Gannetts future Organic and M&A with focus on accretion and ROI Excess Cash Best distribution mechanism judged at the relevant time 24
4 Clear, Consistent and Disciplined Approach to Capital Allocation Gannett has prioritized returning capital to shareholders, investing in the business and maintaining a balanced and opportunistic approach to strategic M&A to position Gannett for a digital future GANNETT CAPITAL ALLOCATION1 SHARE REPURCHASES + DIVIDENDS1 As a % of Enterprise Value2 Local Media Dividends 24% 24% M&A 29% 32% 16% Share 8% Repurchases 5% 5% 2% 0% Digital M&A 34% Source: Company filings, Factset. Note: Includes the last two calendar quarters of 2015, the calendar years 2016, 2017, 2018 and the first calendar quarter of 2019 25 1. Since July 2015 2. Enterprise value reflects 1/11/19 share prices, the last trading day before MNGs announcement, as well as financial data for the period ended 12/31/18
5 Delivered Total Shareholder Returns in Excess of Most Peers TOTAL SHAREHOLDER RETURN Since 2015, June 29, 2015 to January 11, 2019 Gannett has 86% delivered a higher and more stable total 2% shareholder return than the majority of peers Median: (10%) (6%) (10%) (11%) in the face of (27%) (29%) industry 1 challenges January 11, 2018 to January 11, 2019 Gannett has 26% returned $324MM to shareholders via dividends and share (3%) 1 Median: (17%) (10%) (15%) repurchases (18%) (27%) (27%) 1 Source: FactSet. Note: Total shareholder return takes into account both dividends and share repurchases in addition to the share price performance 26 1. Given the volatility and trading volume in Gannetts stock immediately upon its separation (as is common in separation situations), Gannetts total shareholder return is presented using the initial price of $12.74, which reflects the volume weighted average price from the companys first 10 trading days post-separation, 06/29/15-07/13/15
Overview of Business Transformation & Strategic Priorities Financial Results Reflect Progress in Executing Strategy Strong Leadership in Place To Oversee Value Creation Aldens & MNGs Self-Serving Attempt to Control Gannett Appendices Setting the Record Straight Biographies of Our Board Our Local Markets Non-GAAP Financial Measures
Your Board and Leadership Possess the Experience, Skills and Vision to Drive Long-Term Value Creation Board has deep and broad expertise in finance, operations, marketing, Fully Independent and M&A, and HR and in the media, publishing and digital sectors 1 All Diverse Board Nominees independent Above-market gender diversity 2 Best-in-Class Corporate Ensures the interests of Gannett and its shareholders are aligned Governance Effective oversight of environmental and social issues Experienced leadership team with broad institutional knowledge as well as Deep Bench of Experienced outside perspectives 3 Leaders Executing Our Business Transformation Deep expertise both in print and digital media to execute on our digital transformation Incentive-based compensation aligns executive pay directly to company Executive Compensation performance with significant portion at risk 4 Aligned with Execution of Incentives include specific digital goals to ensure alignment with our the Companys Strategy and transformation plan Shareholder Value Creation Aligned with shareholders interests 28 Note: Directors Robert Dickey and Tony Prophet will not stand for reelection
1 Highly Skilled and Diverse Board of Directors SKILLS & EXPERIENCE GOVERNANCE HIGHLIGHTS1 Public CEO 25% All director nominees are Experience independent Governance 38% Independent board chair Operations 63% Annual director elections Finance & 63% Average independent director Accounting age of 60 vs. 63 for S&P 5002 Media & 50% Journalism 38% of board members are female vs. 24% for S&P 5002 Financial Markets 75% All directors are shareholders Marketing 25% No over-boarded directors Digital Expertise 38% M&A 63% 29 1. Metrics based on managements 2019 director nominees 2. Source: 2018 United States Spencer Stuart Board Index
1 Accomplished and Independent Board of Directors John Jeffry Louis Lila Ibrahim Chairman, Gannett Chief Operating Officer, DeepMind Co-Founder, Former Chairman, Parson Capital Compensation Committee Audit Committee Transformation Committee (Chair) Compensation Committee Brings technology and business development Brings financial expertise and history of building businesses experience John E. Cody Lawrence S. Kramer Former EVP/COO, Broadcast Music Former President and Publisher, USA TODAY Audit Committee (Chair) Nominating & Public Responsibility Committee Compensation Committee Transformation Committee Brings management, leadership and human resources Brings news industry experience expertise Stephen W. Coll ?Debra A. Sandler Dean of the Graduate School of Journalism President & Founder, LaGrenade Group for Columbia University Audit Committee Nominating & Public Responsibility Committee Nominating & Public Responsibility Committee Transformation Committee (Chair) Brings experience in journalism, particularly financial Brings marketing and operating experience journalism Donald Felsinger Chloe Sladden Former Executive Chairman, Sempra Energy Co-Founder and co-CEO of Honeycomb Labs, and co-Founder of #Angels Audit Committee Former Vice President, Media, Twitter Compensation Committee (Chair) Nominating & Public Responsibility Committee Brings leadership, CEO, and Chair experience Transformation Committee Brings digital media and entertainment experience 30 Note: Directors Robert Dickey and Tony Prophet will not stand for reelection
2 Best-in-Class Corporate Governance Key Elements of Governance Profile No dual class capital Strong alignment of pay and Strong structure performance (incentives shareholder heavily weighted on financial support on all No supermajority results and shareholder provisions return) voting items in 2018 Double trigger change in Right to call special meeting (20%) control provisions No poison pill 5x CEO stock ownership guideline Majority voting Anti-hedging and pledging policies Good internal and external pay parity 31
2 ESG Oversight is Core to Our Boards Responsibilities essential Effective to oversight Gannetts of ESG sustainability, matters is providing core to the value boards to shareholders risk oversight and function benefits and to the communities we serve ENVIRONMENTAL AND ANNUAL BOARD REVIEW SUSTAINABILITY PRACTICES HUMAN RIGHTS CAMPAIGN AWARDS Corporate social responsibility programs Gannett has adopted an environmental protection and Perfect score Diversity initiatives and HR policies and sustainability policy that on Corporate practices emphasizes: Equality Fairness obligations Index for our obligation to comply with environmental law in our 2018 Executive compensation programs including components tied to ESG operations objectives our commitment to minimize Best Place to the use of energy and natural Work for SEC-filed environmental disclosures resources LGBTQIA Annual stockholder engagement activity Equality our dedication to reducing, Whistleblower program and procedures reusing and recycling the for handling complaints materials we use Ethics Policy and related compliance activities 32
2 ESG Oversight is Core to Our Boards Responsibilities WORKPLACE COMMUNITIES We are committed to supporting a We foster a workforce that Since 1991, the Gannett Foundation has diverse, inclusive mirrors the communities supported communities through grant making we serve by keeping and volunteer initiatives of more than $200MM. and equitable inclusion, diversity and The foundation has three areas of focus: workplace and equity in the forefront of promoting our recruitment efforts, Communities: financial support and an compensation practices opportunity for national and local visibility, positive change in raising awareness for social impact the communities and employee engagement efforts, organizations in which we which include employee Industry: grants to industry associations for operate resource groups, professional development, inclusion and engagement surveys and diversity efforts, innovation and awards employee focus groups showcasing excellence in the industry Employees: encouraging our employees to engage with causes important to them by supporting a donation match program and by offering up to ten hours of paid leave per year for volunteer efforts 33
3 Deep Bench of Experienced Leaders Executing Our Business Transformation Robert Dickey Barbara Wall Alison Engel NOTABLE President and Chief Executive Senior Vice President, Interim Senior Vice President, Chief HIGHLIGHTS Officer (Retiring) Chief Operating Officer and Financial Officer and Treasurer Chief Legal Officer Highly qualified Gannett (since 1989) Gannett (since 1985), Satterlee & A. H. Belo, Belo Corp. team Stephens Leading digital experience Kevin Gentzel Maribel Perez Elizabeth Allen Kris Barton President, USA Wadsworth Vice President, Chief Product Complementary TODAY NETWORK President, USA TODAY General Counsel and Officer Marketing Solutions NETWORK & Publisher Secretary mix of of USA TODAY institutional knowledge and Yahoo!, Forbes, Gannett (since 1996) Gannett (since 2004), Nixon ReachLocal, Nero, outside Washington Post Peabody Microsoft, Omniture perspectives Deep experience Andy Yost David Harmon Henry Faure Alex Meza in transforming Walker publishing Chief Marketing Chief People Officer Vice President of businesses Officer Chief Executive Corporate Officer, Newsquest Development Media Group Diverse backgrounds Viacom, Dow Jones, Federal Reserve Board, Newsquest Media Group, Gannett (since 1995) deliver broad American Express AOL Johnston Press plc, The Scotsman Publications perspectives 34
4 Executive Compensation Aligned with Execution of the Companys Strategy and Shareholder Value Creation Board engages with shareholders on compensation, including elements tied to strategic goals Base Competitive to attract and retain key talent, taking into account: 2018 AWARDED CEO Salaries The nature and responsibility of position COMPENSATION Executive officer and company performance Internal pay equity among positions Comparative market data1 17% Annual Cash Tied to annual financial performance goals, measured by: IncentivesAdjusted EBITDADigital Revenue 57% 26% Tied to key elements of strategic plan and contributions to company culture, including components of the corporate responsibility program Long-Term 40% RSUs, key for retention in transitioning sector IncentivesVest pro rata over 3 years (market standard)RSU-based equity links executives and shareholders interests 60% performance-based awards split between TSR metric and digital revenue growthAwards pay out following a 3-year incentive period50% Performance Shares, 50% cash-settled Performance UnitsDigital revenue growth achievement evaluated as percentage of specific targetsTSR-based equity links executives and shareholders interests 35 1. In October 2017, Meridian provided a report to the Executive Compensation Committee for use in making 2018 compensation decisions. Among other things, Meridian outlined current executive compensation trends and practices and compared each senior executives compensation to the compensation of similar officers at market, industry and revenue-size peer companies. The comparative market data is updated annually
Timeline of CEO Search Process 36 December 2018 Gannett announced that President and CEO Robert J. Dickey would retire on May 7, 2019 Board engaged an outside search firm, Egon Zender, to assist in evaluating internal and external candidates Board has been in a deliberate process to identify candidates who will bring the required skills, experience and integrity to lead Gannett March 2019 MNG filed its contested proxy statement, attempting to gain control of Gannett Gannett appointed Barbara Wall as interim COO in connection with planning for succession Barbara brings 30+ years experience with Gannett across various roles and has developed the deep knowledge of our business required to lead our transformation through the conclusion of our CEO search May 2019 Mr. Dickey will continue to lead the company as President and CEO until May 7, 2019 Through October 7, 2019 Mr. Dickey will serve as outside consultant and will advise the successor President and CEO on transition matters and other services requested by the successor President and CEO or the board Our search process is proceeding as planned and has identified a number of highly qualified candidates Despite the MNG proxy contest, the search process continues to progress towards a successful conclusion. Under the current circumstances, the search committee does not anticipate completing its process prior to the annual meeting
Overview of Business Transformation & Strategic Priorities Financial Results Reflect Progress in Executing
Strategy Strong Leadership in Place To Oversee Value Creation Aldens & MNGs Self-Serving Attempt to Control Gannett Appendices Setting the Record Straight Biographies of Our Board Our Local Markets Non-GAAP Financial Measures
Timeline of MNGs Actions and Gannetts Responses MNGS ACTIONS January 14 March 20
MNG publicly CURRENT Pre-January 14 MNG submits and publicly February 7 announces that a MNG has yet to Despite being announces its unsolicited distressed debt secure committed well known to one proposal to acquire Gannett, February 5
MNG submits notice of fund of Oaktree financing or provide another, MNG disclosing a 7.5% stake in the MNG accepts its intent to nominate 6 believes financing substantive makes no private company Gannetts MNG and/or Alden- could be answers to
other proposal to affiliated director attainable for questions initially acquire Gannett invitation to meet candidates for election MNGs unsolicited raised by Gannett to Gannetts board proposal on January 16, 2019 JANUARY FEBRUARY
MARCH GANNETTS ACTIONS January 16 February 4 February 7 March 20 Gannett board sends letter Gannett announces Gannett meets with Gannett issues a press release to to MNG, asking for meeting rejection of
MNGs MNG to provide MNG clarify that Oaktrees letter does not January 13 to address critical questions unsolicited proposal another opportunity to represent committed financing, or related to the credibility of answer questions even
Oaktrees willingness to Gannett first learns MNGs unsolicited proposal regarding its participate in arranging financing of MNGs unsolicited unsolicited proposal proposal through In the following days, MNG Gannett reiterates that it
would Wall Street Journal declines 2 meeting dates At the meeting, MNG engage with any party that makes a article offered by Gannett and also fails to provide bona fide, credible proposal that refuses to provide a written substantive answers or
appropriately values the company response to questions actionable evidence of and is capable of being closed a credible proposal 38
MNGs Misguided Two-Pronged Approach to Gannett 39 MNGs Unsolicited Proposal to Acquire Gannett is Not Credible The Election of MNGs Nominees Would Jeopardize the Value of Your Investment MNG has not secured committed financing The proposal undervalues Gannetts long-term value potential MNG has repeatedly glossed over critical questions regarding its proposal All 6 of MNGs nominees are highly conflicted and have close ties to MNG and Alden 3 nominees are directors or officers of MNG, a direct competitor of Gannett 4 nominees serve on the board of another Alden portfolio company, with a proven track record of destroying value 1 nominee exceeds the boards mandatory retirement age Alden has a track record of diverting cash and destroying value Electing MNGs nominees transfers control of Gannett to Alden with no change of control premium A
A MNGs Approach Lacks Credibility Elements of a Credible MNG M&A Approach Approach Reach out to management or board Never sought to engage privately with Gannett on an for a strategic dialogue meeting acquisition proposal, despite MNG and Gannett management being well known to one another Send a letter to the board with a Informed the board of its proposal by leaking it to the press proposal and then later sent a letter to the board proposing its transaction giving the board no opportunity to engage or respond Provide clear financing sources for the Indicated no new equity financing, only debt financing. No proposed acquisition and certainty of evidence of committed financing provided and no plan to closing overcome substantive antitrust and pension issues its proposal presents 40
Board Unanimously Determined that MNGs Proposal A Undervalues Gannett and is Not in the Best Interest of Shareholders Reasons for Proposal price undervalues Gannett, its key assets and its prospects Rejection MNG presented no ability to finance transaction No pathway proposed for antitrust concerns Failure to address pension-related risks Apparent preference that someone else buy Gannett Rationale for Not MNG has attempted to mislead shareholders regarding Gannetts decision not to enter into an NDA with MNG Entering into a No company would share confidential information with a competitor in the absence of Non-Disclosure at least some reliable evidence of its capacity to finance its proposed transaction Agreement (NDA) An NDA in which Gannett would have to promise not to disclose the information obtained from MNG would prevent Gannett from informing shareholders about the with MNG answers to the boards fundamental questions regarding whether MNG could finance and close its proposed transaction It is not the responsibility of Gannetts shareholders to bear the risks of disseminating Gannetts commercially sensitive, confidential information so a competitor can explore a financing plan Gannetts financial information is publicly available, and committed financing is often obtained based upon such information 41
A MNG Has Failed to Secure Committed Financing LEVERAGE VS. PEERS IN EXCESS OF FINANCING THRESHOLDS Gannett & Peers Gross Leverage PARAMETERS OF MNGS McClatchy is not comparable 4.5 x UNSOLICITED given distressed capital structure (~5% equity PROPOSAL: 3.9 x capitalization) Offer Value: $12 per share 3.0 x 2.9 x Total Enterprise Value: $1.9BN Financing: 100% 4.0 x 3.8 x 1.7 x debt financing with 1.5 x 2.8 x no additional equity Consideration: 1.4 x All cash 1.0 x 1.0 x 0.2 x 0.1 x Financing Partner: MNG None committed to PF for GCI providing financing ? Gross Debt / LTM EBITDA ? Gross Debt (Incl. Pensions) / LTM EBITDA1 MNG claims that Gannetts current leverage of 0.8x 2018 EBITDA poses capital structure risk but how then can it justify pro forma leverage of at least 4.0x 2018 EBITDA? Source: Market data, latest publicly available financial statements, Wall Street Research and IBES estimates as of 03/11/19 42 Note: Assumes MNG financeable 2018 EBITDA contribution of $100MM 1. Based on post-tax unfunded pension liabilities
A Oaktree Letter is Highly Conditional MNG does not have The letter that MNG procured from a distressed debt fund, Oaktree Strategic Credit, more than two committed financing months after MNG submitted its unsolicited proposal, is highly conditional and does not represent a contractual commitment or even a best efforts obligation on behalf of Oaktree to provide or arrange financing for MNGs transaction Oaktree is highly confident that a debt financing package can be arranged Our view regarding the potential financing is subject to (i) satisfactory completion of business, financial and legal due diligence This letter does not constitute or give rise to (i) any legal obligation on the part of the Lender to arrange, underwrite or provide.any financing for the acquisition Letter from Oaktree Capital Management to MNG, March 20, 2019 Oaktree has not Oaktree Strategic Credit did not indicate that it was confident in its own ability to arrange committed to committed financing or otherwise suggest it would even play a role in the financing, as would be customary in a letter of this kind participating in the financing itself Oaktrees fund is too Oaktrees Strategic Credit fund has $5.3BN of assets under management; financing >$1.7BN all small to finance MNGs debt proposal would require ~32% of the funds entire assets, which would result in unfeasible concentration in a single investment proposal by itself Why did MNG turn to a The fact that after more than two months, MNG could find no better alternative than a distressed debt investors non- Oaktree added the Strategic Credit distressed debt strategy to capture attractive committal letter validates Gannetts concerns investment opportunities that investor? appear to offer too little return for distressed debt investors, but may This letter is further evidence that MNGs proposal is not pose too much uncertainty for high considered actionable by traditional lenders yield bond creditors1 43 1. Source: www.oaktreecapital.com
A Equity Research Supports Gannetts Rejection of MNGs Unsolicited Proposal Alden has a controversial We believe that the offer is We also agree with Gannetts decision reputation in the newspaper opportunistic given that to reject the unsolicited $12/share business and is known for Gannett is going through tender offer from Digital First Media aggressively slashing staff leadership changes that the based on Digital Firsts inability to GCI is on the right path with company is efficiently run demonstrate its ability to finance a its digital growth push and [and] that the companys potential buyout of Gannett Digital legacy cost cuts intrinsic value is higher than Firsts track record of decimating the the $12 per share offer operations of the papers it acquires Huber Research Partners and Digital Firsts parent Alden January 14, 2019 Noble Capital Markets Capital presided over the bankruptcy January 14, 2019 of Payless Shoe Stores Saibus Research February 25, 2019 44
HEATH B. FREEMAN, 38 Alden Global Capital President, Founding Member MNG Enterprises, Inc. Vice Chairman Freds, Inc. Chairman since 2017 R. JOSEPH FUCHS, 78 Exceeds Gannetts mandatory retirement age for directors MNG Enterprises, Inc. Executive Chairman GUY GILMORE, 63 MNG Enterprises, Inc. Chief Operating Officer MNGs nominees have irreconcilable conflicts of interest and would reduce the quality of Gannetts board in terms of diversity, skills and experience 4 are current Freds, Inc. board members and poor stewards of capital, evidenced by the 92% share price decline since Alden invested in December 2016 3 are current board members of MNG (aka Digital First Media), a direct competitor to Gannett Of MNGs nominees ALL NOMINEES LINK BACK TO MR. FREEMAN, PRESIDENT AND FOUNDING MEMBER OF ALDEN GLOBAL CAPITAL TIMOTHY A. BARTON, 52 Freds, Inc. Director since 2017 DANA GOLDSMITH NEEDLEMAN, 46 Freds, Inc. Director since 2018 STEVEN B. ROSSI, 69 MNG Enterprises, Inc. Former Chief Executive Officer Freds, Inc. Director since 2017 MNGs Nominees Are Highly Conflicted and Lack Experience 45 B Source: Market data as of 04/18/19
Dec 6, 2017 Freds, Inc. cancels dividend and updates share repurchase program to protect ability to use net operating losses May 29, 2018 Freds, Inc. removed from S&P SmallCap 600 Aldens Track Record of Value Destruction: Freds 46 Source: Market data, latest publicly available financial statements as of 04/18/19 1. Shareholder value lost estimated as beginning share count multiplied by change in share price over period. Undisturbed price of $11.15 used as beginning share price for calculation. Market growth source: Euromonitor. Statement based on 13-18 CAGR of 3%. CAGR represents growth in market size (measured by retail value RSP excl. sales tax) for drugstores/parapharmacies in the U.S. ~$360MM of shareholder value lost since Alden investment, despite operating in a steadily growing market1 Alden controls 35% of shares outstanding as of Q4 18 B Dec-2016 Mar-2017 Sep-2017 Mar-2018 Jun-2018 Nov-2018 Apr-2019 $0 $5 $10 $15 $20 $25 $1.67 (92%) Alden Representatives Apr 27, 2017 Steven Rossi and Timothy Barton appointed to board of Freds, Inc. Dec 22, 2016 Alden completes acquisition of 24.8% position in Freds, Inc. for $158MM on back of speculative transaction Jun 29, 2017 Plan to buy Rite Aid stores is terminated Sep 6, 2017 Heath Freeman installed as new chairman of Freds, Inc. Sep 9, 2017 Freds, Inc. amends shareholder rights plan to protect ability to utilize net operating losses Apr 27, 2018 Freds, Inc. CEO Michael Bloom resigns and former MNG Executive Joe Anto installed as interim CEO May 3, 2018 Glancy Prongay & Murray announce investigation on behalf of Freds, Inc. investors concerning possible violations of federal securities laws by Freds, Inc. and its officers May 08, 2018 Freds, Inc. announces it will sell off specialty pharmacy division to CVS for $40MM May 22, 2018 Dana Needleman appointed to the board Dec 20, 2016 Freds, Inc. announces agreement to buy 865 Rite Aid stores
B Aldens Track Record of Value Destruction: Payless ShoeSource Lays off 170 employees at Fails to re-launch its eCommerce site Filed for bankruptcy Files for Chapter 11 the companys headquarters, and integrate its physical and online twice in 2 years bankruptcy; struggling which followed the layoff of offerings, with an employee reporting with retail shoppers another 165 employees that the companys digital plan was Failed to turnaround migration to eCommerce earlier in the year put on hold for no concrete reason business due to dwindling staff numbers and April Aug Nov Dec May Sep Feb management changes 2017 2017 2017 2017 2018 2018 2019 Dropped the ball on the relaunch of the companys eCommerce site Puts headquarters Emerges from up for sale Liquidation Moves its headquarters Files for Chapter 11 Alden wasnt able to bankruptcy, from Topeka to Bryan help Payless find a bankruptcy, with eliminating a Tower in Dallas, a viable strategy significant portion of plans to close all of property owned by its 2,000+ remaining its debt by giving Alden co-founder lenders, including U.S. stores Randall Smith. Amidst Alden, equity stakes. the new real estate The Company closes expenditure, the more than 600 stores company continues during process layoffs 47 Source: Public filings, press
Aldens Track Record of Value Destruction: Diverting Cash from Investments 48 1. Sola Ltd and Ultra Master Ltd v. MNG Enterprises, DE Court of Chancery Case No. 2018-0134-JRS, March 5, 2018 2. Sola Ltd and Ultra Master Ltd v. MNG Enterprises, DE Court of Chancery Case No. 2018-0134-JRS, March 19, 2018 3. Jonathan OConnell. The hedge fund trying to buy Gannett faces federal probe after investing newspaper workers pensions in its own funds. The Washington Post. April 11, 2019 B RECENT LITIGATION BETWEEN MNG AND ITS LARGEST MINORITY SHAREHOLDER, SOLUS ASSET MANAGEMENT LP (SOLUS), DEMONSTRATES THAT MNG HAS SIPHONED VALUE TO ALDEN, WHILE CRIPPLING ITS NEWSPAPERS THROUGH VALUE-DESTRUCTIVE ACTIONS According to the lawsuit, MNG has diverted hundreds of millions of dollars from its newspapers into Alden ventures that have no connection to its media business1 In its response, MNG admitted to making a number of investments with diverted cash, including investing $248.5MM of workers pension funds in funds controlled by Alden and investing $158MM for a 24.8% stake in Freds, Aldens largest single holding2 ALDEN IS NOW BEING INVESTIGATED BY THE U.S. DEPARTMENT OF LABOR FOR THE MANAGEMENT OF ITS PENSIONS3 MNG and Alden have a history of enriching Alden at other shareholders expense. DONT GIVE MNG AND ALDEN THE OPPORTUNITY TO DO THIS AT GANNETT
MNGs $12 Proposal is NOT REAL WE BELIEVE MNG COULD NOT COMPLETE THE MNGS DISCLOSED OPERATING PLAN SHOWS IT TRANSACTION IT PROPOSED AND WILL NOT WILL SEEK TO EXTRACT THE VALUE OF PURSUE THE TRANSACTION IF IT GAINS GANNETTS ASSETS WITHOUT PAYING A CONTROL OF GANNETT PREMIUM TO SHAREHOLDERS MNGs new, highly conflicted directors would MNG has not tendered for your shares purportedly run a strategic review process, the outcome of which is entirely uncertain, while operating MNG has no guaranteed financing to tender for Gannett in the same manner Alden runs MNG purely your shares or to finance any transaction for short-term cash. Their priorities include:1 Abandoning investments MNGs proxy fight would allow it to take control of Condemning Gannett to shrink with the the company without having to pay shareholders underlying print market anything EVER Slashing costs at the expense of growth If MNG and Alden gained control through your Undermining the quality of journalistic content vote, what incentive would they have to ever and ability to attract advertising and actually buy your shares when they can siphon subscription revenue cash from the business to themselves just as Selling real estate Alden has done at MNG? Given their record, do you trust that MNG and Alden wont pursue self-dealings rather than invest in the business or return cash to all shareholders? We believe MNGS approach is designed to siphon value to MNG/Alden and disregards the boards duty to oversee value creation for all shareholders 49 1. See Investor Presentation filed by MNG on 04/11/19
Key Points to Remember We have focused on delivering long-term shareholder value In the face of challenging industry dynamics, we have a strategy for long-term growth and profitability We have strong leadership in place to oversee value creation Our business transformation strategy is succeeding Our director nominees are all independent and qualified MNGs unsolicited proposal is not real Each one of MNGs nominees is conflicted A vote for MNG is a vote to give MNG and Alden control of your company with no guaranteed compensation 50
YOUR VOTE IS VERY IMPORTANT A vote on the Blue proxy card is a vote for giving Alden control of Gannett with NO guaranteed premium Your board strongly urges all Gannett shareholders to support our transformative plan to deliver value. Please vote FOR ALL of Gannetts independent director nominees on the WHITE proxy card 51
Overview of Business Transformation & Strategic Priorities Financial Results Reflect Progress in Executing Strategy Strong Leadership in Place To Oversee Value Creation Aldens & MNGs Self-Serving Attempt to Control Gannett Appendices Setting the Record Straight Biographies of Our Board Our Local Markets Non-GAAP Financial Measures 52
Setting the Record Straight: Correcting MNGs False and Misleading Statements MNGs Attack Themes The Facts We have a detailed strategic plan to position the company for the digital future and create significant shareholder value Strategy Our digital acquisitions and organic growth are paying off Our digital marketing solutions business is a growth engine and has demonstrated its potential as a meaningful contributor to profitability Executive compensation is aligned with the execution of the companys transformation CEO Compensation strategy and shareholder value creation, with incentives that are heavily weighted on the delivery of financial results (with a significant portion at risk) and include specific digital goals Our profitability is in line with our public peer group Financial Performance Our strategy is delivering results, with stable margins and positive cash flow generation 2016 was our first full year of operations as an independent company and should be the basis for any financial analysis We have the highest total capital return as a % of enterprise value of our peers We have maintained a clear, consistent and balanced approach to capital allocation, Capital Allocation focused on returning capital to shareholders and investing in Gannetts future ? Since becoming an independent company in mid-2015, we have returned $324MM to shareholders via dividends and share repurchases 53
Setting the Record Straight: Compensation Gannett maintains a transparent compensation program which rigorously links pay with performance and aligns managements and shareholders interests CEO COMPENSATION EVOLUTION ($000) A majority of target total compensation is performance-based (52% in 2018, 70% in 2017 and 65% in 2016)1 $ 8,713 (40)% The increase in compensation $ 6,856 $ 2,468 (24)% excluding from 2016 to 2017 was driven $ 6,373 pensions primarily by changes in pension $ 1,350 $ 1,815 $ 5,257 value (not subject to Executive $ 1,238 Compensation Committee $ 560 approval) and a change in $ 1,300 $ 1,110 translation methodology for $ 1,320 performance shares $ 1,050 $ 3,232 $ 2,255 $ 1,192 In 2018, the annual incentive $ 1,850 $ 807 $ 1,235 program paid out below target $ 752 based on the companys financial $ 823 $ 925 $ 967 $ 950 results and the 2016-2018 2015 2016 2017 2018 performance shares did not pay out, demonstrating a strong Base Salary Bonus2 RSUs Per rform formance Shares Shares Non-Equity Incentive All Other (Incl. Pensions)3 linkage of pay outcomes and Performance-based compensation performance 54 1. Calculation excludes changes in pension values 2. In 2015, bonus included a one-time promotion bonus upon appointment as CEO ($150k) and a one-time transaction bonus upon completion of the separation from TEGNA ($500k) 3. Changes in pension values are driven primarily by external interest rate changes
Setting the Record Straight: Profitability in Line with Peers GANNETTS PROFITABILITY IS IN LINE WITH PUBLIC PEERS Gannett and Peers EBITDA Margin (%)1 24 % 13 % 13 % 13 % 10 % 10 % 10 % 9 % 2019 2019 GCI GCI IBES Guidance Estimate Source: Market data, latest publicly available financial statements, Wall Street Research and IBES estimates as of 03/11/19 55 1. Based on median broker estimates of $2,758MM, $2,746MM, $2,770MM and $2,760MM for FY2019 revenue and $285MM, $292MM, $289MM and $289MM for EBITDA from Huber, JP Morgan, Noble and Stephens, respectively. FY2018A actuals used for Lee Enterprises, Incorporated, where research estimates are not available
Overview of Business Transformation & Strategic Priorities Financial Results Reflect Progress in Executing Strategy Strong Leadership in Place To Oversee Value Creation Aldens & MNGs Self-Serving Attempt to Control Gannett Appendices Setting the Record Straight Biographies of Our Board Our Local Markets Non-GAAP Financial Measures 56
Our Board (1/4) 57 John Jeffry Louis Age: 56 | Chairman of the Board | Independent Committees: Audit Committee Executive Compensation Committee John E. Cody Age: 72 | Independent Committees: Audit Committee (Chair) Executive Compensation Committee Background Mr. Cody served as Executive Vice President and Chief Operating Officer of Broadcast Music, Inc. from November 2006 until his retirement in November 2010. Previously, he served as BMIs Senior Vice President and Chief Financial Officer from 1999 to 2006. Before joining BMI, he served as Vice President/Controller of the Hearst Book Group and Vice President/Finance and Chief Financial Officer for the U.S. headquarters of LM Ericsson. He currently serves as a board member of Creative and Dreams Music Network, LLC and Core Rights, LLC, and served as a director of the Tennessee Performing Arts Center until June 2016. He served as a director of the Companys former parent from 2011 until the separation and has served as a director of the Company since June 23, 2015. Qualifications Mr. Cody has financial expertise, significant management, leadership and operational experience in the areas of licensing, information technology, human resources, public policy, business development and implementing enterprisewide projects, and broad business experience in the music broadcast, publishing and telecommunications industries from the various senior leadership positions he held with BMI, Hearst and Ericsson. Background Mr. Louis was co-Founder of Parson Capital Corporation, a Chicago-based private equity and venture capital firm, and served as its Chairman from 1992 to 2007. He is currently a director of The Olayan Group and S.C. Johnson and Son, Inc. He served as a director of Gannetts former parent from 2006 until the separation and has served as Chairman of our board since June 29, 2015. Qualifications Mr. Louis has financial expertise, substantial experience in founding, building and selling companies and in investing in early stage companies from his years of experience in the venture capital industry as a leader of Parson Capital and as an entrepreneur who has founded a number of companies.
Our Board (2/4) Stephen W. Coll Donald Felsinger Age: 60 | Independent Age: 71 | Independent Committees: Committees: Nominating and Public Responsibility Committee Audit Committee Transformation Committee Executive Compensation Committee (Chair) Background Background Mr. Coll is the Dean of the Graduate School of Journalism for Columbia Mr. Felsinger retired in December 2012 from his position as Executive Chairman of University in New York, a position he has held since 2013, a staff writer at The Sempra Energy, an energy services company, a position which he had held from New Yorker, the author of eight non-fiction books, and a two-time winner of June 2011. Mr. Felsinger served as Chairman and CEO of Sempra Energy from the Pulitzer Prize. Previously, Mr. Coll served as President of New America February 2006 until June 2011, and had served as CEO and President of Sempra Foundation, a public policy institute and think tank in Washington, D.C., Energy Global Enterprises beginning August 1997. Before joining Sempra Energy, between 2007 and 2012. Between 1985 and 2005, Mr. Coll served in various he served as Executive Vice President, President and COO of Enova Corporation, positions with the Washington Post as a writer, foreign correspondent and the parent company of San Diego Gas & Electric (SDG&E), and held other senior editor. There, he covered Wall Street, served as the papers South executive positions within SDG&E. He currently serves as lead director on the Asia correspondent, and was the Posts first international investigative boards of Archer-Daniels-Midland (ADM) and Northrop Grumman Corp., and correspondent, based in London. Over the years, he won the Gerald R. Loeb previously served as a director of Sempra Energy and SDG&E. Our board elected Award for his business coverage, the Livingston Award for his work from Mr. Felsinger as a Company director on September 28, 2015. India and Pakistan, and the Robert F. Kennedy Award for his coverage of the civil war in Sierra Leone. He served as managing editor of the Post between Qualifications 1998 and 2004. Our board elected Mr. Coll as a Company director on July 28, Mr. Felsinger brings extensive experience as a board member, Chair and CEO with 2015. Fortune 500 companies. His leadership roles at Sempra Energy and other energy companies have allowed him to provide our board with his expertise in mergers Qualifications and acquisitions, environmental matters, corporate governance, strategic Mr. Coll offers us significant experience and expertise in journalism as well as planning, engineering, finance, human resources, compliance, risk management, leadership skills. In addition, he brings substantial financial expertise to the international business and public affairs. board due to, among other things, his work as a financial journalist for over ten years. 58
Our Board (3/4) Lila Ibrahim Lawrence S. Kramer Age: 49 | Independent Age: 68 | Independent Committees: Committees: Executive Compensation Committee Nominating and Public Responsibility Committee Transformation Committee (Chair) Transformation Committee Background Background Ms. Ibrahim became Chief Operating Officer of DeepMind Technologies Limited, Mr. Kramer served as interim Chief Executive Officer and President of TheStreet, Inc. a company focused on artificial intelligence research, in April 2018. Before (NASDAQ: TST), a financial information services company, from February 2016 to joining DeepMind, she served as Chief Operations Officer of Coursera Inc., an June 2016, at which time he resumed his role as its non-executive Chairman of the education company that partners with leading universities and organizations to Board. Mr. Kramer has served as a director of TheStreet since October 2015 and as offer free online courses, from May 2016 to November 2017. She served as Chief Chairman since December 2015. In March 2016, Mr. Kramer joined the board of Business Officer of Coursera from April 2014 to May 2016 and as its President directors of MDC Partners Inc. (NASDAQ: MDCA), a marketing and communications from August 2013 to April 2014. From July 2010 to March 2015, Ms. Ibrahim consulting firm. Mr. Kramer served with the Companys former parent as President served as a Senior Operating Partner at Kleiner Perkins Caufield & Byers (KPCB), and Publisher of USA TODAY from May 2012 until he resigned in connection with the which had an ownership stake in Coursera, during which time she also served as separation. Prior to joining the Companys former parent, he was a media consultant Chief of Staff to John Doerr. Prior to joining KPCB, Ms. Ibrahim spent 18 years and adjunct professor. Mr. Kramer served as a director of Discovery Communications with Intel Corporation in a variety of roles, most recently as General Manager of Inc. from 2008 until 2012. From March 2005 until March 2008, he served in a number of positions at CBS, MarketWatch and Data Sport, Inc. Prior to founding Data Sport, the Education Platform Group from 2007 until 2010. She is a co-Founder and he spent more than 20 years in journalism as a reporter and editor, including as Chair of Team4Tech, a non-profit organization established in 2012 to improve Assistant Managing Editor and Metro Editor of the Washington Post and Editor of education in developing countries through innovative technology solutions. She the San Francisco Examiner. While a journalist, he won several awards for reporting, has served as a director of the Company since June 29, 2015. including the National Press Club Award, and his staff won two Pulitzer Prizes. Mr. Qualifications Kramer also serves on the board of directors of Harvard Business Publishing and the Ms. Ibrahim has extensive expertise in technology development, business board of trustees of Syracuse University. He was a founding board member and development, investing in companies, building new businesses, strategic former Chairman of The Online Publishers Association (now known as Digital Content planning and leading technology operations as a result of the various senior Next). He has served as a director of the Company since June 29, 2015. leadership positions she has held with Coursera, KPCB and Intel. Qualifications Mr. Kramers extensive experience in multiple roles in the news industry gives him a deep understanding of and unique insights into the business of news. 59
Our Board (4/4) Debra Sandler Chloe R. Sladden Age: 59 | Independent Age: 44 | Independent Committees: Committees: Audit Committee Nominating and Public Responsibility Committee Nominating and Public Responsibility Transformation Committee Committee (Chair) Background Background Ms. Sandler founded and serves as President and Chief Executive Officer of La Ms. Sladden is co-Founder and co-CEO of Honeycomb Labs, a consumer Grenade Group, LLC, a privately held consulting firm advising a wide range of technology company serving parents and families. She also advises and invests in clients on marketing innovation and overall business development. She is also early stage companies at #Angels, an investment group made up of current and the founder of Mavis Foods, LLC, an entrepreneurial startup of Caribbean former Twitter executives, which she co-founded in 2015. Prior to founding sauces and marinades. Previously, Ms. Sandler served as Chief Health and #Angels, Ms. Sladden served as Vice President, Media at Twitter, Inc. from Wellbeing Officer of Mars, Inc. from July 2014 through June 2015. Prior to February 2012 to August 2014, and as Director, Media of Twitter from April 2009 assuming that role, Ms. Sandler served as President, Chocolate, North America to February 2012. Before joining Twitter, Ms. Sladden held leadership positions at from April 2012 to July 2014, and Chief Consumer Officer, Mars Chocolate, Current TV LLC, which previously operated a cable television channel and North America from November 2009 to March 2012. Prior to joining Mars, Ms. website. Before joining Current TV, Ms. Sladden advised traditional media Sandler spent ten years with Johnson & Johnson in a variety of leadership companies as a member of Booz Allens media practice. She has served as a roles and, before that, 13 years with PepsiCo. She is a director of ADM, a director of the Company since June 29, 2015. Trustee of Hofstra University and a member of the Executive Leadership Council. Ms. Sandler also is a regular speaker on topics such as diversity and Qualifications inclusion, multicultural business development and health and wellbeing in the Ms. Sladden has significant experience in digital media, building strategic media consumer packaged goods industry. She has served as a director of the and entertainment partnerships, designing and producing interactive media, Company since June 29, 2015. content strategy, advising and investing in early stage companies and driving innovation as a result of the leadership positions she held with #Angels, Twitter Qualifications and Current TV. Ms. Sandler has strong marketing and operating experience and a proven record of creating, building, enhancing and leading well-known consumer brands as a result of the leadership positions she has held with Mars, Johnson & Johnson and PepsiCo. 60
Overview of Business Transformation & Strategic Priorities Financial Results Reflect Progress in Executing Strategy Strong Leadership in Place To Oversee Value Creation Aldens & MNGs Self-Serving Attempt to Control Gannett Appendices Setting the Record Straight Biographies of Our Board Our Local Markets Non-GAAP Financial Measures 61
Largest Local Media Organization in the United States Wisconsin Des Moines (88) Rochester (51) WA KEY HIGHLIGHTS ND MT MN ME #1 or #2 OR ID Milwaukee (39) NY VT local news website Detroit (14) NH Westchester SD MA in most markets WY WI CT RI MI NJ CA NE PA 32% NV IA UT IL DE millennial audience MO IN OH WV CO MD across top markets KS VA Cincinnati (29) KY AZ 1,500+ NC Indianapolis (34) NM OK TN FTE Sales AR MI AL SC Louisville (45) Organization GA Knoxville (64) ~2,900 Guam Phoenix (11) TX LA Journalists1 FL Nashville (36) Fort Myers (77) Naples (144) 36 2 2 4 2 Large Markets / Clusters Small Markets Print Sites Content Advertising Circulation Digital Creative Call Optimization Design Centers Teams Large Community Bureaus and Correspondents Studios Services Note: Numbers in parentheses represent MSA rankings based on 2017 US Census estimates 62 NETWORK 1. Includes total USA TODAY journalists
Leading Community Newspaper Publisher in the U.K. 22 Daily and 150 Weekly Papers Highly Engaged UK News Publications Specialist Media KEY HIGHLIGHTS Brands 200+ local news brands and magazines 25MM digital users per month Durham North Digital Consumer 8MM Cumbria Yorkshire Marketplaces West Yorkshire print readers per week Merseyside Lancashire Oxfordshire 900+ Greater Bucks Manchester FTE Sales Cheshire Organization West Midlands ~800 Herefordshire Essex Carmarthenshire journalists Herts Digital Marketing Pembrokeshire London Gloucestershire Expertise $300MM Wiltshire 2018A revenue Somerset Surrey Cornwall DorsetHampshire East Sussex 63
Overview of Business Transformation & Strategic Priorities Financial Results Reflect Progress in Executing Strategy Strong Leadership in Place To Oversee Value Creation Aldens & MNGs Self-Serving Attempt to Control Gannett Appendices Setting the Record Straight Biographies of Our Board Our Local Markets Non-GAAP Financial Measures 64
Non-GAAP Financial Measures Consolidated ($ in MM) Fiscal Year 2018 2017 2016 Net income (GAAP basis) $15 $7 $53 Provision for income taxes 15 34 14 Interest expense 25 17 13 Other non-operating items, net (26) 10 10 Operating income (loss) (GAAP basis) $29 $68 $89 Depreciation and amortization 158 192 133 Restructuring costs 68 44 46 Asset impairment charges 50 47 56 Acquisition-related items 8 5 33 Other items 9 4 3 Adjusted EBITDA (non-GAAP basis) $322 $360 $360 ReachLocal Segment ($ in MM) Fiscal Year 2018 2017 2016 Operating income (loss) (GAAP basis) ($1) ($19) ($19) Depreciation and amortization 42 34 12 Restructuring costs 5 1 1 Asset impairment charges 0 0 0 Acquisition-related items 0 0 0 Other items 1 1 0 Adjusted EBITDA (non-GAAP basis) $48 $17 ($6) 65
Non-GAAP Financial Measures Consolidated ($ in MM) Fiscal Year 2018 2017 2016 Net income (GAAP basis) $15 $7 $53 Adjustment to reconcile net income to operating cash flows Depreciation and amortization 158 192 133 Facility consolidation costs 17 7 2 Asset impairment charges 50 47 56 Stock-based compensation Equity awards 19 20 21 Provision for deferred income taxes 26 32 16 Pensions and other postretirement expense, net of contributions (89) (39) (85) Decrease in accounts receivable 16 13 28 Decrease (increase) in other receivables 8 (6) 7 Decrease (increase) in inventories (14) 11 (8) Decrease in accounts payable (14) (22) (22) Increase (decrease) in interest and taxes payable (8) 14 3 Decrease in accrued expenses (1) (38) (26) Increase (decrease) in deferred revenue (6) (13) 3 Other, net (19) 12 (13) Net cash provided by operating activities $158 $236 $168 Less: Purchase of property, plan and equipment (63) (72) (60) Free Cash Flow $94 $164 $108 66