Item 1.01 Entry into a Material Definitive Agreement.
On
The APA remains subject to approval by the
The APA includes a covenant that the parties will use reasonable best efforts to cause the closing of the transactions contemplated by the APA (the "Closing") to be consummated, and will take any and all steps necessary to avoid or eliminate each and every impediment under any Antitrust Laws that may be asserted by any Governmental Entity with respect to the transactions contemplated by the APA.
The APA also includes certain covenants restricting the Company's ability to operate the business during the period prior to Closing.
The APA includes certain termination rights for each party, including a
termination right for the Purchaser if the Company receives a proposal from a
Qualified Bidder (as defined in the Bidding Procedures) relating to the
acquisition of any Acquired Assets which provides for an aggregate amount of
cash consideration of no less than
The APA contemplates that effective as of the Closing, (i) the Purchaser will
issue New 1.5 Lien Notes to Chatham (or Affiliates thereof), in their capacity
as holders for First Lien Notes Claims, in an amount equal to the principal
amount First Lien Notes Claims held by Chatham (or Affiliates thereof), plus the
applicable original issue discount amount and (ii) the Purchaser shall have
entered into the New First Lien Term Loan Facility and shall be deemed to have
borrowed the New First Lien Term Loans from all holders of First Lien Notes
Claims (excluding Chatham (and its Affiliates)) in an amount equal to the
principal amount of First Lien Notes Claims held by such holders of the First
Lien Notes Claims.
The APA contemplates the employment by the Purchaser of substantially all of the Company's employees (the "Transferred Employees"). The APA also provides that for a period of one year post-Closing, the Purchaser will provide each Transferred Employee with (i) base salary or wage rates and incentive compensation opportunity (not including equity compensation) that are, in the aggregate, not less than those in effect for each such Transferred Employee immediately prior to the Closing, and (ii) employee benefits, that, in the aggregate, are substantially comparable to those in effect for each such Transferred Employee immediately prior to the Closing. The APA also includes a release to the fullest extent permitted by law of the Released Claims with respect to certain Transferred Employees.
The foregoing is a summary of the terms of the APA and does not purport to include all of the terms of the APA. The summary of the APA is subject to, and qualified in its entirety by, the full text of the APA attached hereto as Exhibit 2.1 and incorporated herein by reference.
On
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K 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 failure to obtain
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the year ended
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Asset Purchase Agreement, by and amongThe McClatchy Company , the subsidiaries listed on the signature pages thereto,SIJ Holdings, LLC , 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. , dated as ofJuly 24, 2020 . 99.1 Press release datedJuly 24, 2020 .
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