Item 1.01 Entry into a Material Definitive Agreement.
The McClatchy Company, now known as JCK Legacy Company (the "Company") entered
into a pension transition services agreement (the "TSA") between The McClatchy
Company Retirement Plan (the "Plan"), the Company and SIJ, LLC ("NewCo", an
affiliate of the Purchaser, defined below), effective as of September 3, 2020,
in order to ensure an orderly transition of the Plan to the Pension Benefit
Guaranty Corporation ("PBGC"). Pursuant to the TSA, NewCo will provide
non-discretionary administrative services (the "Services") to the Plan and will
be reimbursed by the Plan for all expenses attributable to the provision of such
Services. The foregoing description of the TSA is not complete and is qualified
in its entirety by reference to the TSA, a copy of which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
On September 4, 2020, the Plan was terminated as of August 31, 2020, and
trusteed by PBGC.
Item 1.02 Termination of a Material Definitive Agreement.
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. On September
4, 2020, in connection with, and effective as of, the Closing of the Sale
Transaction (as defined below), the DIP Credit Agreement was terminated, along
with the obligations of the parties thereunder.
Also on September 4, 2020, in connection with, and effective as of, the Closing
of the Sale Transaction, the debt underlying the indenture for the Company's
Senior Secured Notes due 2026 (the "First Lien Notes") was extinguished as to
the Company, along with the obligations of the Company thereunder.
The information set forth under Item 1.01 and 2.01 of this Form 8-K are
incorporated into this Item 1.02 by reference.
Item 2.01 Completion of Acquisition of Disposition of Assets.
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"). On August 4, 2020, the Bankruptcy Court for the Southern District
of New York approved an order authorizing the Sale Transaction with the
Purchaser pursuant to the APA. On September 4, 2020, the Company completed the
Sale Transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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. The charter was
amended solely to reflect the change in the Company's name from "The McClatchy
Company" to "JCK Legacy Company". The Company also amended its bylaws solely to
reflect the new corporate name. The Charter Amendment and the amended and
restated bylaws are attached hereto as Exhibits 3.1 and 3.2, respectively, and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit No. Description
3.1 Certificate of Amendment to the Company's Amended and Restated Certificate
of Incorporation, effective as of September 4, 2020
3.2 Amended and Restated Bylaws, effective as of September 4, 2020
10.1 Pension Transition Services Agreement between The McClatchy Company
Retirement Plan, The McClatchy Company and SIJ, LLC, effective as of September
3, 2020--------------------------------------------------------------------------------
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