UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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): February 4, 2010
(Exact
name of Registrant as specified in its charter)
|
Delaware
|
1-9824
|
52-2080478
|
|
(State
or other jurisdiction of
incorporation or
organization)
|
(Commission
File
Number)
|
(I.R.S.
Employer
Identification
Number)
|
|
2100
Q Street
Sacramento,
CA 95816
|
|
(Address of principal executive
offices) (Zip Code)
|
(916)
321-1846
(Registrant’s
telephone number, including area code)
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:
⃞ Written communications pursuant to
Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞ 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
February 4, 2010, The McClatchy Company, a Delaware corporation (the “Company”),
entered into a purchase agreement (the “Purchase Agreement”) by and among the
Company, certain of the Company’s subsidiaries (the “Guarantors”) and the
initial purchasers named therein (the “Initial Purchasers”), pursuant to which
the Company has agreed to issue and sell, and the Initial Purchasers have agreed
to purchase, $875,000,000 aggregate principal amount of 11.50% Senior Secured
Notes due 2017 (the “Notes”) in a private placement to qualified institutional
buyers in the United States in reliance on Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”) and outside the United
States to non-U.S. persons in reliance on Regulation S under the
Securities Act..
The Notes
will bear interest at an annual rate equal to 11.50%., and the Initial
Purchasers have agreed to purchase the Notes from the Company at a purchase
price equal to 96.984% of the principal amount thereof. The offering of the
Notes is expected to close on February 11, 2010, subject to satisfaction of
customary closing conditions.
The
Purchase Agreement contains customary representations and warranties of the
parties and indemnification and contribution provisions whereby the Company and
its guarantor subsidiaries, on the one hand, and the Initial Purchasers, on the
other, have agreed to indemnify each other against certain
liabilities.
Affiliates
of certain of the Initial Purchasers are lenders under our existing senior
secured credit agreement.
The
foregoing description of the Purchase Agreement is only a summary and is
qualified in its entirety by reference to the full text of the Purchase
Agreement which is attached hereto as Exhibit 10.1 and is incorporated by
reference in this Item 1.01.
Item 8.01 Other
Events
On
February 5, 2010, the Company issued a press release announcing the pricing of
$875 million aggregate principal amount of senior notes due
2017. A copy of this press release is attached as Exhibit 99.1
hereto and is incorporated by reference in this Item 8.01.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Purchase
Agreement, dated February 4, 2010, by and among the Company, certain of
the Company’s subsidiaries and the Initial Purchasers
|
|
|
99.1
|
Press
Release, dated February 5, 2010 announcing the pricing of the
Notes.
|
|
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, hereunto
duly authorized.
|
February
9, 2010
|
By:
|
/s/Patrick
J. Talamantes
|
|
Patrick J.
Talamantes
|
||
|
Vice
President and Chief Financial
Officer
|
||
EXHIBIT INDEX
|
Exhibit
No.
|
Description
|
|
|
10.1
|
Purchase
Agreement, dated February 4, 2010, by and among the Company, certain of
the Company’s subsidiaries and the Initial Purchasers
|
|
|
99.1
|
Press
Release, dated February 5, 2010 announcing the pricing of the
Notes.
|
|