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Newcastle Declares Record Date & Distribution Date For Spin-Off Of New Media Investment Group Inc.

Stocks in this article: NCT

Newcastle Investment Corp. (“Newcastle” or the “Company”; NYSE:NCT) announced today that its Board of Directors has formally declared the distribution of its equity interest in New Media Investment Group Inc. (“New Media”). Newcastle’s equity interest represents 25,373,120 shares (the “Distributed Shares”), or approximately 85% of the total number of outstanding shares of New Media common stock. Following the distribution, New Media will be an independent, publicly traded company (NYSE: NEWM) primarily focused on investing in local media assets and on growing its existing online advertising and digital marketing services business.

The distribution will be made on or about February 13, 2014 (the "Distribution Date") to Newcastle common stockholders of record ("NCT Record Holders") as of 5:00 p.m., Eastern Time, on February 6, 2014 (the "Record Date").

A registration statement relating to the Distributed Shares has been filed with the Securities and Exchange Commission (the “SEC”) but has not yet become effective. Newcastle expects the registration statement to be declared effective in the coming days. The Distributed Shares may not be distributed prior to the time the registration statement becomes effective. A copy of the prospectus may be obtained from New Media Investment Group Inc., Attention: Investor Relations, 1345 Avenue of the Americas, New York, New York 10105, Tel: 212-479-3160.

Distribution Ratio

The distribution ratio for the spin-off is 0.07219 shares of New Media for each share of Newcastle common stock held as of the Record Date. Fractional shares will not be distributed in the spin-off. Instead, as soon as practicable after the spin-off, American Stock Transfer & Trust Company, LLC, the distribution agent, will aggregate fractional shares and sell these shares in the open market at prevailing market prices and distribute the applicable portion of the aggregate net cash proceeds of these sales to each holder who otherwise would have been entitled to receive a fractional share in the spin-off.

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