Item 8.01 Other Events.
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. The Company is relying on the Order with respect to
information required in Part III of the Company's Annual Report on Form 10-K
(the "Part III Information") originally due to be filed on or before April 27,
2020, and the Company's Quarterly Report on Form 10-Q for the quarter ended
March 29, 2020, which was originally due to be filed on or before May 13, 2020
(the "Form 10-Q" and, together with the Part III Information, the "Reports").
The Company requires additional time to finalize the Reports primarily due to
COVID-19 and the economic uncertainty and market turmoil resulting from this
pandemic. The Company is experiencing certain conditions related to COVID-19
such as decreased revenues, order cancellations and supply chain disruptions
that indicate the Company's long-lived assets, including goodwill, need to be
tested for impairment as of March 29, 2020. Such conditions and associated
accounting and financial reporting implications have placed an increased strain
on the Company's management, accounting and legal personnel. In addition, as
previously disclosed, in February 2020, the Company commenced a voluntary
restructuring under Chapter 11 of the U.S. Bankruptcy Code. The Company also has
been in discussions with the Pension Benefit Guaranty Corporation (the "PBGC")
and other stakeholders regarding the Company's restructuring and other related
matters. The outcome of such negotiations remains uncertain and are impacted by
COVID-19 from a logistics perspective given shelter in place and other
government-imposed orders. In addition, as previously disclosed, on April 16,
2020, the Company received a proposal from two of its senior secured lenders to
acquire the Company. The restructuring, negotiations with the PBGC and the Board
of Director's evaluation of the bid against other proposals the Company may
receive have involved significant resources and have been a priority for the
Board of Directors and management. The Company has had to devote a significant
amount of time, resources and administrative support to simultaneously support
long-lived asset impairment testing, restructuring negotiations and bid
evaluation, while also monitoring how the potential outcome of these ongoing
processes and any related course of action pursued by the Company may affect the
disclosures to be included in the Reports; all of which have been made more
difficult due to COVID-19 and its unforeseen disruption on the Company.
Notwithstanding the foregoing, the Company expects to file the Part III
Information no later than June 11, 2020 (which is 45 days from the original
filing deadline of April 27, 2020) and expects to file the Form 10-Q no later
than June 27, 2020 (which is 45 days from the original filing deadline of May
13, 2020).
Forward-Looking Statements
Statements in this Current Report on Form 8-K, including statements regarding
the expected filing dates of the Reports, the impact of the COVID-19 pandemic,
as well as the restructuring and sale process, and any other statements about
management's future expectations, beliefs, goals, plans or prospects constitute
forward-looking statements as defined in 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 effects
of the Bankruptcy Court rulings in the Chapter 11 proceedings and the outcome of
the proceedings in general; the length of time the Company will operate in the
Chapter 11 proceedings; our restructuring efforts rely on coming to terms with
multiple parties who may have conflicting interests; the potential adverse
effects of Chapter 11 proceedings on the Company's liquidity or results of
operations or its ability to pursue its business strategies; increased levels of
employee attrition during the Chapter 11 proceedings; we may experience further
diminished revenues from advertising as a result of the COVID 19 pandemic than
anticipated as this crisis evolves; we may also experience increased costs and
other disruptions as a result of COVID 19; we may not achieve our expense
reduction targets including efforts related to legacy expense initiatives or may
do harm to our operations in attempting to achieve such targets; our operations
have been, and will likely continue to be, adversely affected by competition,
including competition from internet publishing and advertising platforms;
increases in the cost of newsprint; litigation or any potential litigation;
geo-political uncertainties; changes in printing and distribution costs from
anticipated levels, including changes in postal rates or agreements; changes in
interest rates; increased consolidation among major retailers in our markets or
other events depressing the level of advertising; competitive action by other
companies; and other factors, many of which are beyond our control; as well as
the other risks listed in the Company's publicly filed documents, including the
Company's Annual Report on Form 10-K for the year ended December 29, 2019. These
forward-looking statements speak as of the time made and, except as required by
law, we disclaim any intention and assume no obligation to update the
forward-looking information contained in this Current Report on Form 8-K.
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THE MCCLATCHY COMPANY 
