IBT Media Inc. Notifies NW Media Holdings Corp. That Newsweek Transaction Was Never Consummated and Is Irrevocably Null
NEW YORK — IBT Media Inc., the global digital media company that founded the International Business Times and acquired Newsweek in 2013, has sent a final notice to NW Media Holdings Corp. stating the 2018 Membership Interest Purchase Agreement (MIPA) intended to transfer Newsweek LLC out of IBT was never consummated and is irrevocably null, according to a letter dated April 24, 2026 and delivered to NW Media’s offices at 1 World Trade Center on Monday morning.
The letter, signed by IBT Media President Etienne Uzac and addressed to NW Media President Dev Pragad, characterizes the September 13, 2018 transaction as one in which “one or more required conditions were never satisfied, meaning the transaction never took effect.” IBT says it is asserting its rights as the owner of the Newsweek brand and assets.
The Purchase Price That Was Never Paid
At the heart of IBT’s position is the contention that NW Media never paid the $5,000 purchase price required at closing — a condition precedent that, IBT argues, prevented the seller’s obligation to complete the transaction from ever arising in the first place.
According to the letter, the MIPA expressly conditioned IBT’s obligation to close on delivery of the purchase price by the buyer. IBT states that NW Media “never paid this amount — not on the closing date, and not at any time afterward.” The letter further notes that IBT’s Chief Executive Officer testified under oath that the $5,000 was never paid and that NW Media Holdings Corp. never claimed to have paid it.
Because the assignment of membership interest executed alongside the MIPA was, according to IBT, contingent on payment and compliance with the agreement’s terms, IBT’s position is that the assignment likewise never took effect.
Missed Quarterly Payments Totaling $1.5 Million
IBT’s letter also points to a separate and substantial financial obligation under MIPA Section 5(f), which required Newsweek LLC to make 20 quarterly payments of $81,045.95 between September 2018 and September 2023, totaling approximately $1.5 million in satisfaction of a reduced intercompany indebtedness owed to IBT.
According to the letter, none of those 20 payments were made. IBT states that NW Media’s Chief Financial Officer, Alvaro Palacios, confirmed under oath in a January 2026 New York State court proceeding that the quarterly payments were not made. IBT characterizes the complete non-performance as additional confirmation that “this is not a valid and effective contract.”
“Patience Should Not Be Mistaken for Acquiescence”
The letter addresses, at length, why IBT is taking this step now. IBT states that it monitored the Section 5(f) installment obligations through September 2023, “the complete non-performance of which became definitive only at the end of that five-year period,” and that since then it has attempted to resolve the matter informally, including through mutual intermediaries, in the expectation that NW Media would voluntarily relinquish its claims to the Newsweek assets.
Those efforts, IBT says, have been unsuccessful.
“IBT’s patience should not be mistaken for acquiescence, and the passage of time does not cure NW Media’s non-performance,” the letter states. It expressly disclaims any waiver, ratification, or acceptance of the purported transaction, and is sent under a full reservation of rights.
Background
IBT Media was incorporated in New York in March 2006. It built the International Business Times into a global digital business media company with editions across the United States, United Kingdom, Australia, India and Singapore. IBT acquired Newsweek in August 2013 and grew the publication significantly under its stewardship before the disputed 2018 separation.
This article reports on a legal notice issued by IBT Media Inc., the parent company of International Business Times. The factual assertions contained in the letter described above reflect IBT’s stated legal position.
