SACRAMENTO, Calif., Dec. 12, 2012 /PRNewswire/ -- The McClatchy Company (NYSE-MNI) announced today the early participation results of its offer to purchase for cash (the "Offer") any and all of its outstanding 11.50% Senior Secured Notes due 2017 (the "Notes") and solicitation of consents (the "Consents") relating to its outstanding Notes. Based on the count provided by the depositary for the Offer, $762,405,000 aggregate principal amount of Notes were validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time on December 11, 2012 (the "Early Tender Date"). In accordance with the terms of the Offer, McClatchy will accept all $762,405,000 of the validly tendered Notes at a purchase price of $1,103.40 for each $1,000 principal amount of Notes tendered, which includes an early tender payment of $30.00 per $1,000 principal amount of Notes, plus accrued and unpaid interest on the Notes from August 15, 2012 to, but excluding, the date of purchase. The withdrawal date for the Notes was 5:00 p.m., New York City time, on December 11, 2012. Notes validly tendered pursuant to the Offer may not be revoked or withdrawn, unless the Company reduces the principal amount of, or the consideration for, the Notes subject to the Offer or is otherwise required by law to permit revocations or withdrawals (in which case previously tendered Notes may be validly withdrawn to the extent required by law).
Since the consents of at least 66% of the registered holders of Notes were obtained on December 11, 2012, McClatchy entered into a supplemental indenture to the indenture governing the Notes which will, among other things, eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Notes and also release all of the collateral securing the Notes from the liens created pursuant to the collateral documents entered into in connection with the indenture governing the Notes.
The amount of Notes to be purchased and Consents obtained by McClatchy is preliminary. The determination of the final amount of Notes to be purchased and Consents obtained is subject to confirmation by the depositary of the proper delivery of the Notes and Consents validly tendered (and not validly withdrawn). The actual amount of Notes validly tendered (and not properly withdrawn) and Consents obtained will be announced following the completion of the confirmation process. Payment for the Notes accepted for purchase will occur promptly thereafter. McClatchy expects that the date of payment for the Notes tendered on or before the Early Tender Date will be December 18, 2012. McClatchy expects the date of payment for any Notes validly tendered (and not validly withdrawn) after the Early Tender Date to be December 31, 2012. Payment for the Notes will be made in cash.
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 Amended and Restated Offer to Purchase and Consent Solicitation Statement and the related Amended and Restated Consent and Letter of Transmittal.
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