McClatchy Announces Early Participation Results of Debt Tender Offer and Consent Solicitation
The McClatchy Company (NYSE: MNI) announced today the early participation results of its offer to purchase for cash (the "Offer") any and all of its outstanding 7.125% Notes due June 1, 2011 (the "2011 Notes") and 15.75% senior notes due 2014 (the "2014 Notes," and together with the 2011 Notes, the "Notes") and solicitation of consents (the "Consents") relating to its outstanding 2014 Notes.
Based on the count provided by the depositary for the Offer, $147,215,000.00 aggregate principal amount of 2011 Notes were validly tendered (and not validly withdrawn) on or before 5:00 p.m., New York City time on February 9, 2010 (the "Early Tender Date"). In accordance with the terms of the Offer, McClatchy will accept all $147,215,000.00 of the validly tendered 2011 Notes at a purchase price of $1,050.00 for each $1,000 principal amount of 2011 Notes tendered, which includes an early participation premium of $50.00 per $1,000 principal amount of 2011 Notes, plus accrued and unpaid interest on the 2011 Notes from December 1, 2009 to, but excluding, the date of purchase.
Additionally, based on the count provided by the depositary for the Offer, $23,850,000.00 aggregate principal amount of 2014 Notes were validly tendered (and not validly withdrawn) on or before 5:00 p.m., New York City time on February 9, 2010 (the "Consent Date"). In conjunction with the tender of 2014 Notes, holders of $23,850,000.00 aggregate principal amount of 2014 Notes delivered Consents on or prior to the Consent Date. In accordance with the terms of the Offer, McClatchy will accept all $23,850,000.00 of the validly tendered 2014 Notes (and the related Consents) at a purchase price of $1,338.75 for each $1,000 principal amount of 2014 tendered, which includes a consent payment of $50.00 per $1,000 principal amount of 2014 Notes, plus accrued and unpaid interest on the 2014 Notes from January 15, 2010 to, but excluding, the date of purchase.
Since the consents of a majority of the registered holders of 2014 Notes were obtained on February 4, 2010, McClatchy entered into a supplemental indenture to the indenture governing the 2014 Notes which will eliminate substantially of the restrictive covenants and certain events of default contained in the indenture governing the 2014 Notes. As a result of the execution of the supplemental indenture to the indenture governing the 2014 Notes, the withdrawal date for the 2014 Notes was 5:00 p.m., New York City time, on February 4, 2010. The withdrawal date for the 2011 Notes was 5:00 p.m., New York City time, on February 9, 2010. Notes validly tendered pursuant to the Offer may not be revoked or withdrawn, unless the Company reduces the principal amount of, or the consideration for, the Notes subject to the Offer or is otherwise required by law to permit revocations or withdrawals (in which case previously tendered Notes may be validly withdrawn to the extent required by law).
McClatchy expects that the date of payment for the Notes tendered on or before the Early Tender Date and the Consent Date will be February 11, 2010. McClatchy expects the date of payment for any Notes validly tendered (and not validly withdrawn) after the Early Tender Date and the Consent Date to be March 1, 2010. Payment for the Notes will be made in cash.
This press release is neither an offer to purchase, nor a solicitation for acceptance of the offer. The McClatchy Company is making the Offer only by, and pursuant to the terms of, the Offer to Purchase and Consent Solicitation Statement and the related Consent and Letter of Transmittal.
The complete terms and conditions of the tender offer and consent solicitation are set forth in the Offer to Purchase and Consent Solicitation Statement, dated January 27, 2010, as amended and supplemented by Supplement No. 1 to the Offer to Purchase and Consent Solicitation Statement, dated February 3, 2010, Supplement No. 2 to the Offer to Purchase and Consent Solicitation Statement, dated February 4, 2010 and Supplement No. 3 to the Offer to Purchase and Consent Solicitation Statement, dated February 5, 2010 and the related Consent and Letter of Transmittal, dated January 27, 2010.
Credit Suisse Securities (USA) LLC is the Lead Dealer Manager and Solicitation Agent and Lazard Freres & Co. LLC is the Co-Dealer Manager and Solicitation Agent for the Offer. Questions regarding the Offer may be directed to Credit Suisse Securities (USA) LLC, Liability Management Group at (800) 820-1653 (toll-free) and (212) 325-5912 (collect).
The McClatchy Company is the third largest newspaper company in the United States, with 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local websites in each of its markets which extend its audience reach. The websites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh).
McClatchy also owns a portfolio of premium digital assets, including 14.4% of CareerBuilder, the nation's largest online job site, 25.6% of Classified Ventures, a newspaper industry partnership that offers two of the nation's premier classified websites: the auto website, cars.com, and the rental site, Apartments.com and 33.3% of HomeFinder, LLC which operates the real estate website HomeFinder.com. McClatchy is listed on the New York Stock Exchange under the symbol MNI.
Statements in this press release regarding future financial and operating results, including revenues, anticipated savings from cost reduction efforts, future dividend payments, cash flows, debt levels, as well as future opportunities for the company and any other statements about management's future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Any statements that are not statements of historical fact (including statements containing the words "believes," "plans," "anticipates," "expects," "estimates" and similar expressions) should also be considered to be forward-looking statements. There are a number of important risks and uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including: the duration and depth of the economic recession; McClatchy may not generate cash from operations, or otherwise, necessary to reduce debt or meet debt covenants as expected; McClatchy may not consummate contemplated transactions to enable debt reduction on anticipated terms or at all; McClatchy may not achieve its expense reduction targets or may do harm to its operations in attempting to achieve such targets; McClatchy's operations have been, and will likely continue to be, adversely affected by competition, including competition from internet publishing and advertising platforms; the Company's inability to continue to satisfy the New York Stock Exchange's qualitative and quantitative listing standards for continued listing; increases in the cost of newsprint; bankruptcies or financial strain of its major advertising customers; litigation or any potential litigation; geo-political uncertainties including the risk of war; changes in printing and distribution costs from anticipated levels; changes in interest rates; changes in pension assets and liabilities; increased consolidation among major retailers in our markets or other events depressing the level of advertising; our inability to negotiate and obtain favorable terms under collective bargaining agreements with unions; competitive action by other companies; decreased circulation and diminished revenues from retail, classified and national advertising; and other factors, many of which are beyond our control; as well as the other risks detailed from time to time in the Company's publicly filed documents, including the Company's Annual Report on Form 10K for the year ended December 28, 2008, filed with the U.S. Securities and Exchange Commission. McClatchy disclaims any intention and assumes no obligation to update the forward-looking information contained in this release.
SOURCE The McClatchy Company