mni8k052109amend.htm
UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
[Missing Graphic Reference]
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of
1934
Date of
Report (Date of earliest event reported): May 20, 2009
The
McClatchy Company
(Exact
name of registrant as specified in its charter)
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DELAWARE
(State
or other jurisdiction of
incorporation
or organization)
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1-9824
(Commission
File
Number)
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52-2080478
(I.R.S.
Employer
Identification
No.)
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2100
Q Street
Sacramento,
CA 95816
(Address
of principal executive offices, zip code)
Registrant’s
telephone number, including area code (916) 321-1846
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01
Entry Into a Material Definitive Agreement
On May
20, 2009, The McClatchy Company, a Delaware corporation (“McClatchy” or the
“Company”), entered into an agreement with Bank of America, N.A., as
Administrative Agent, to amend the Credit Agreement dated June 27, 2006 (the
“Credit Agreement”) by and among McClatchy and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer, JPMorgan Chase Bank,
N.A., as Syndication Agent, and other lenders thereto (the “Fifth
Amendment”).
Pursuant
to the Fifth Amendment, the Company is permitted to use up to $60 million drawn
from the revolving credit facility under the Credit Agreement or from operations
as cash consideration in connection with an exchange offer for the Company’s
7.125% notes due 2011 and 4.625% notes due 2014 (with no more than $25 million
available in exchange for the 2104 Notes). In addition, among other
things, the Fifth Amendment:
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provides
for Revolving Credit Facility reduction upon the sale of certain land in
the Miami FL, by $125,000,000; and by $5 million on the earlier to occur
of the date of closing of an exchange offer or June 30, 2009; by $5
million on September 30, 2009; by $30 million on December 31, 2009; by $5
million on March 31, 2010; and by $5 million on June 30, 2010;
and
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increases
pricing on all outstanding loans to interest at the London Interbank
Offered Rate (LIBOR) plus a spread ranging from 325 basis points to 475
basis points, based upon the Company’s total leverage
ratio;
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amends
the requirements for mandatory prepayments from certain sources of cash;
and
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further
limits the ability of the Company to pay dividends, repurchase stock and
make payments for the early retirement of bonds that come due after
2011.
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The
foregoing description of the Amendment does not purport to be complete and is
qualified in its entirety by reference to the Fifth Amendment, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit
10.1 Amendment
No. 5 to Credit Agreement dated as of May 20, 2009, by and between The McClatchy
Company and Bank of America, N.A., as Administrative Agent.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
May 21,
2009 The
McClatchy Company
/s/Patrick J.
Talamantes
By:
Patrick J. Talamantes
Vice
President and Chief Financial Officer
INDEX
TO EXHIBITS
Exhibit
Number Description
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10.1
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Amendment
No. 5 to Credit Agreement dated as of May 20, 2009, by
and
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between The McClatchy Company as Bank
of America, N.A., as Administrative Agent