Transaction Valuation*
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Amount Of Filing Fee**
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$203,268,090.28
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$26,384.20
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*
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The transaction value is estimated only for purposes of calculating the filing fee. The purchase price of the 4.50% Convertible Senior Notes Due 2024 (the “Notes”), as described herein,
is calculated as the sum of (a) $201,250,000, representing 100% of the principal amount of the Notes outstanding as of November 27, 2019, plus (b) $2,018,090.28, representing accrued but unpaid interest on the Notes up to, but excluding,
December 31, 2019, the repurchase date.
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**
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The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, equals $129.80 for each $1,000,000 of the value of the
transaction.
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☒
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.
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Amount Previously Paid:
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$26,384.20
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Filing Party:
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Gannett Media Corp.
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Form or Registration No.:
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005-88918
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Date Filed:
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November 29, 2019
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☐ |
☐☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
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☐ |
☐
third-party tender offer subject to Rule 14d-1.
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☒
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issuer tender offer subject to Rule 13e-4.
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☐ |
going-private transaction subject to Rule 13e-3.
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☐ |
amendment to Schedule 13D under Rule 13d-2.
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☐ |
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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☐ |
Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
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Exhibit No.
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Description
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Press Release, dated January 2, 2020.
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GANNETT MEDIA CORP.
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Dated: January 2, 2020
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By:
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/s/ Michael Reed
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Name:
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Michael Reed
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Title:
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Chief Executive Officer
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Exhibit No.
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Description
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Fundamental Change Company Notice and Offer to Repurchase for Cash, dated November 29, 2019.
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Press Release, dated November 29, 2019.
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Press Release, dated January 2, 2020.
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(b)
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Not applicable.
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(d)(1)**
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Indenture, dated as of April 9, 2018, between Gannett Media Corp. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form
8-K filed on April 9, 2018).
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(d)(2)**
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First Supplemental Indenture, dated as of November 19, 2019, between Gannett Media Corp., Gannett Co., Inc. and U.S. Bank National Association (incorporated by reference to Exhibit
4.1 to the Issuer’s Current Report on Form 8-K filed on November 20, 2019).
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(g)
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Not applicable.
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(h)
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Not applicable.
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*
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Previously filed as exhibits to the initial Schedule TO filed on November 29, 2019.
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**
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Incorporated by reference as indicated.
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