Plan Sponsor in Successful Prepackaged Bankruptcy of GateHouse Media, Inc.

November 26, 2013

Cleary Gottlieb represented Newcastle Investment Corp., a REIT managed by Fortress Investment Group, as plan sponsor and the largest secured lender in a prepackaged chapter 11 restructuring of GateHouse Media, Inc., one of the largest publishers of locally based print and online media in the United States. GateHouse (and certain of its subsidiaries) filed for bankruptcy on September 27, 2013 to consummate the prepackaged plan, which was confirmed by the bankruptcy court on November 6, 2013. GateHouse emerged from bankruptcy in less than 60 days after the bankruptcy filing.

Under the plan, lenders were given the opportunity to elect to receive either: (a) common stock in New Media Investment Group Inc., a newly formed holding company that acquired GateHouse, and cash proceeds from new credit facilities or (b) cash, to be paid by Newcastle, in an amount equal to 40% of their loans. Unsecured claims were not impaired under the plan.

As part of the restructuring, Cleary Gottlieb also represented Newcastle in its acquisition of Local Media Group, Inc. from News Corp. for $87 million, which closed on September 3, 2013. Upon emergence from bankruptcy, pursuant to the chapter 11 plan, Newcastle contributed Local Group to New Media, and GateHouse and New Media consummated other restructuring transactions including raising $165 million in new credit facilities. In addition, New Media is currently going through an SEC review process to spin off the shares of common stock of New Media received by Newcastle, which constitute a controlling stake in New Media.