McClatchy Announces Amendment to Debt Tender Offer and Consent Solicitation for Its 15.75% Senior Notes Due 2014
SACRAMENTO, Calif., Feb. 3 /PRNewswire-FirstCall/ -- The McClatchy Company (NYSE: MNI) announced today that it has amended (the "Amendment") its offer to purchase for cash (the "Offer") any and all of its outstanding 15.75% Senior Notes due 2014 (the "2014 Notes") and solicitation of consents relating to its outstanding 2014 Notes, which was previously announced on January 27, 2010. McClatchy has amended the Offer to increase the consideration paid for each $1,000 principal amount of 2014 Notes that are validly tendered (and not validly withdrawn) on or before 5:00 p.m., New York City time on February 9, 2010 (the "Consent Date") and have validly consented to the proposed amendments to the indenture (the "Proposed Amendments") pursuant to which the 2014 Notes were issued on or prior to the Consent Date. The consideration to be paid for each $1,000 principal amount of 7.125% Notes due June 1, 2011 (the "2011 Notes") that are validly tendered (and not validly withdrawn) has not been changed pursuant to this Amendment.
The terms and conditions of the Offer are set forth in the Offer to Purchase and Consent Solicitation Statement dated January 27, 2010, as amended by Supplement No. 1 to the Offer to Purchase and Consent Solicitation Statement, dated February 3, 2010 (as supplemented, the "Offer to Purchase") and the related Consent and Letter of Transmittal (the "Letter of Transmittal"). The new consideration offered for the 2014 Notes subject to the Offer is set forth in the following table:
Principal Tender Early
Title Amount Offer Partici- Total
Of CUSIP Out- Consider- pation Consent Consider-
Security Number(s) standing ation Premium Payment ation
--------- --------- -------- --------- -------- ------- -----
15.75%
Senior
Notes
due 579489AA3
2014 U57365AA3 $24,225,000 $1,288.75 N/A $50.00 $1,338.75
Holders of 2014 Notes that are validly tendered (and not validly withdrawn) on or before the Consent Date and have validly consented to the Proposed Amendments on or prior to the Consent Date will receive the amount set forth in the table above under the heading "Total Consideration" for each $1,000 principal amount of 2014 Notes tendered, which includes a consent payment of $50.00 per $1,000 principal amount of 2014 Notes. Holders of the 2014 Notes that are validly tendered after the Consent Date will receive the amount set forth in the table above under the heading "Tender Offer Consideration" for each $1,000 principal amount of 2014 Notes tendered.
The Expiration Date, Early Tender Date, Consent Date, 2011 Withdrawal Date and 2014 Withdrawal Date of the Offer have not been extended and no other terms of the Offer have been modified pursuant to this Amendment.
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 the related Letter of Transmittal.
The complete terms and conditions of the Offer is set forth in the Offer to Purchase and Letter of Transmittal that is being sent to holders of Notes. Holders are urged to read the tender offer documents carefully when they become available. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Information Agent for the Offer, Global Bondholder Services Corporation, at 866-470-3900 (US toll-free) and 212-430-3774 (collect).
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).
About McClatchy:
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.
Additional Information:
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 10-K 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
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