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EX-99.1 - EXHIBIT 99.1 - MCCLATCHY COv431619_ex99-1.htm
EX-10.1 - EXHIBIT 10.1 - MCCLATCHY COv431619_ex10-1.htm

 

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: February 11, 2016

 

The McClatchy Company

 

(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 No.)

 

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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

Item 1.01Entry into a Material Definitive Agreement.

 

The McClatchy Company (the "Company"), sponsors The McClatchy Company Retirement Plan, a frozen defined benefit plan (the “Pension Plan”), under which benefits have accrued for certain Company employees and employees of Company subsidiaries that are part of the same controlled group of corporations as the Company (the “Subsidiaries”). On February 11, 2016, the Company, through certain Subsidiaries contributed parcels of real estate owned by the respective Subsidiaries (the “Contribution) located in Raleigh, NC; Charlotte, NC; Garner, NC; Gulfport, MS; Doral, FL; and Fresno, CA (each, a “Property” and together the “Properties”) to the Pension Plan, pursuant to a series of substantially similar contribution agreements between the Company, the respective Subsidiary, the Pension plan and the limited liability company established to hold each Property. A copy of the form of contribution agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Properties were contributed to the Pension Plan to fund certain of the Company’s obligations to the Pension Plan. The Contribution is eligible for favorable tax treatment, and the Company estimates the Contribution will generate a cash tax benefit of approximately $10 million associated with its 2015 tax returns, but realized as a reduction to its 2016 cash tax payments. The Properties, including land and buildings, were valued by an independent valuation firm for the purpose of the Contribution at $47.1 million.

 

Upon completion of the Contribution, the Subsidiaries will lease the Properties from the Pension Plan for eleven years. The Contribution will not have any impact on the Company’s day-to-day operations at its newspapers in these locations. The Properties will be managed by an independent real estate investment advisory firm engaged by the Pension Plan.

 

The Company issued a press release on February 12, 2016, regarding the Contribution to the Pension Plan, a copy of which is filed as Exhibit 99.1 hereto and is incorporated by reference herein.  

 

Item 9.01Financial Statements and Exhibits

 

(d)Exhibits

 

Exhibit No.   Description

10.1

99.1

 

Form of contribution agreement

Press Release, dated February 12, 2016

 

 
 

 

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.

 

February 12, 2016   The McClatchy Company
   
    /s/ R. Elaine Lintecum
    By:    R. Elaine Lintecum
Title: Vice President and Chief Financial Officer

 

 
 

 

EXHIBIT INDEX

 

Exhibit No.   Description

10.1

99.1

 

Form and contribution agreement

Press Release, dated February 12, 2016