On August 5, 2019, Gannett Co. Inc. entered into an Agreement and Plan of Merger with New Media Investment Group Inc., Arctic Holdings LLC, a wholly owned subsidiary of New Media, and Arctic Acquisition Corp., a wholly owned subsidiary of Intermediate Holdco, pursuant to which Merger Sub will merge with and into Gannett with Gannett surviving the merger as a wholly owned subsidiary of Intermediate Holdco and an indirect wholly owned subsidiary of New Media. For purposes of clarity, although the merger agreement provides that New Media will appoint Gannett’s current CEO, Paul J. Bascobert, as the CEO of all of New Media’s operating subsidiaries as of the effective time, as of November 4, 2019.