MCCLATCHY CO Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-09-10: Form 8-K; Period of report 2020-09-03; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 1.01.
- 2020-07-30: Form 8-K; Period of report 2020-07-24; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2020-07-16: Form 8-K; Period of report 2020-07-12; Description 8.01 Other Events; Details 8.01.
- 2020-04-27: Form 8-K; Period of report 2020-04-24; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-09-10 | 8-K | 2020-09-03 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 As previously disclosed, the Company had access to an aggregate principal amount of $50 million of debtor-in-possession financing on the terms set forth in that certain Debtor-in-Possession Credit Agreement (the “DIP Credit Agreement”) among Encina Business Credit, LLC, as administrative agent for each member of the Lender Group and the Bank Product Providers, the Company, as a debtor and debtor-in-possession, and certain of the Borrowers party thereto. 2.01 As previously disclosed, on July 24, 2020, the Company entered into an asset purchase agreement, by and among the Company, the Company subsidiaries listed on the signature pages thereto, SIJ Holdings, LLC (the “Purchaser”), and, solely for purposes of Sections 5.19 and 5.20, Chatham Asset Management, LLC, and, solely for purposes of Section 8.3, Chatham Asset High Yield Master Fund, Ltd. (the “APA”), pursuant to which the Purchaser agreed to acquire substantially all of the Company’s assets for a purchase price of approximately $312 million, comprised of (i) a credit bid of the Company’s First Lien Notes of an aggregate principal amount of $262,851,000 and (ii) $49,152,903 in cash (the “Sale Transaction”). 5.02 In connection with the closing of the Sale Transaction (the “Closing”) on September 4, 2020, the following officers resigned as officers of the Company, effective as of the Closing: Peter Farr, Vice President, Finance, Chief Financial Officer, Chief Accounting Officer and Assistant Secretary; Scott Manuel, Vice President, Digital Product and Technology; Billie McConkey, Vice President, People, Legal and Secretary; Kristin Roberts, Vice President, News; and Stephanie Zarate, Controller and Treasurer. 5.03 On September 4, 2020, following the Closing, the Company filed a certificate of amendment to its charter (the “Charter Amendment”) with the Secretary of State of the State of Delaware, effective as of September 4, 2020. | mni-20200903x8k.htm |
| 2020-07-30 | 8-K | 2020-07-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | mni-20200724x8k.htm |
| 2020-07-16 | 8-K | 2020-07-12 | 8.01 Other Events | 8.01 On July 12, 2020, The McClatchy Company (the “Company”) issued a press release announcing that the auction held as a part of the Company’s court-supervised sale process has concluded with Chatham Asset Management deemed the successful bid. | mni-20200712x8k.htm |
| 2020-04-27 | 8-K | 2020-04-24 | 8.01 Other Events | 8.01 The McClatchy Company (the “Company”) will be relying on the Securities and Exchange Commission’s Order under Section 36 of the Securities Exchange Act of 1934 (the “Exchange Act”) Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies dated March 25, 2020 (Release No. 34-88465) extending the deadlines by up to 45 days for filing certain reports made under the Exchange Act. | mni-20200424x8k.htm |
| 2020-04-20 | 8-K | 2020-04-16 | 8.01 Other Events | 8.01 On April 16, 2020, The McClatchy Company (the “Company”) issued a press release announcing that two of the Company’s senior secured lenders, Chatham Asset Management and Brigade Capital Management, submitted a non-binding term sheet to acquire the Company in a credit-bid of the Company’s first-lien debt of $263 million, plus new money consideration of $30 million, the assumption or refinancing of the Company’s ABL revolver and the assumption of substantially all amounts owed to the Company’s go-forward trade vendors. | mni-20200416x8k.htm |
| 2020-03-26 | 8-K | 2020-03-25 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 5.02 On March 25, 2020, The McClatchy Company (the “Company”) appointed Peter Farr, 56, as the Company’s Vice President, Finance and Chief Financial Officer effective March 30, 2020. 7.01 Effective immediately, the Company will no longer issue quarterly earnings press releases and will no longer host quarterly investor conference calls. 8.01 On March 26, 2020, the Company issued a press release announcing the appointments of Mr. Farr and Ms. Zarate as the Company’s Vice President, Finance and Chief Financial Officer and Corporate Controller and Treasurer, respectively, as of March 30, 2020. | mni-20200325x8k.htm |
| 2020-02-14 | 8-K | 2020-02-13 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on February 13, 2020, The McClatchy Company (the “Company”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of New York seeking relief under Chapter 11 of the United States Bankruptcy Code. | mni-20200213x8k.htm |
| 2020-02-13 | 8-K | 2020-02-12 | 1.03 Bankruptcy or Receivership; 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure | 1.03 On February 13, 2020, the Company and certain of its subsidiaries (together with the Company, the “Debtors”) filed voluntary petitions (the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”) seeking relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”). 2.02 In connection with the filing of the Chapter 11 Cases, the Company issued a press release on February 13, 2020 (the “February 13 Press Release”), which includes, among other things, the Company’s preliminary estimated financial results for the fourth fiscal quarter ended December 29, 2019. 2.03 The information set forth in Item 1.03 of this Form 8-K regarding the DIP Credit Agreement is incorporated herein by reference. 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. 7.01 The Chapter 11 filing provides immediate protection to the Company, which will continue to operate in the ordinary course of business as it pursues approval of a proposed restructuring plan with its secured lenders, bondholders, and the Pension Benefit Guaranty Corporation (the “PBGC”). | mni-20200212x8k.htm |
| 2020-01-15 | 8-K | 2019-01-15 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On January 15, 2020, the Company issued a press release providing an update on the Company’s efforts to seek pension relief as well as a recapitalization of the Company’s balance sheet and outstanding debt obligations. | mni-20190115x8k.htm |