Item 1.01 Entry into a Material Definitive Agreement.

On January 14, 2020, The McClatchy Company (the "Company") entered into a Standstill Agreement dated that date (the "Agreement") with the Pension Benefit Guaranty Corporation (the "PBGC"). The Agreement relates to the Company's qualified defined benefit pension plan ("Pension Plan") and the minimum required payments due on January 15, 2020 (the "Payment Date").

Pursuant to the Agreement, the PBGC has agreed not to exercise the remedies available to it despite the fact that the Company is not making its scheduled Pension Plan contribution on the Payment Date. Under the Agreement, the PBGC has agreed to a forbearance period until February 18, 2020 (the "Forbearance Period"), unless terminated earlier, subject to customary terms and conditions. During the Forbearance Period, the Company continues to work towards a permanent solution under which the PBGC would assume the Company's Pension Plan.

As previously indicated in the Company's quarterly report on Form 10-Q for the fiscal quarter ended September 29, 2019 filed with the Securities and Exchange Commission on November 13, 2019, there can be no assurance that the ongoing discussions with the PBGC will result in any relief or that such relief will occur on a timely basis or at all.

This summary of the Agreement is subject to and is qualified in its entirety by reference to the full text of the Agreement, which is included as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.




Item 8.01 Other Events.



On January 15, 2020, the Company issued a press release providing an update on the Company's efforts to seek pension relief as well as a recapitalization of the Company's balance sheet and outstanding debt obligations. No agreement has been reached with respect to the above discussions and discussions remain ongoing. However, there can be no assurance that the ongoing discussions with the Company's debt holders will result in any restructuring transaction, that the Company will obtain any required stakeholder consent to consummate a restructuring transaction, or that the restructuring transaction will occur on a timely basis or at all.

A copy of this press release is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.






  (d) Exhibits.





Exhibit No.   Description
10.1            Standstill Agreement dated January 14, 2020 by and between the
              Company and the Pension Benefit Guaranty Corporation.
99.1            Press release dated January 15, 2020.

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