UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~September 243, 2020

~~The~~JCK ~~McClatchy~~Legacy Company

(Exact name of registrant as specified in its charter)

DELAWARE

1-9824

52-2080478

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2100 Q Street

Sacramento, CA 95816

(Address of principal executive offices, zip code)

Registrant’s telephone number, including area code (916) 321-1844

The McClatchy Company

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

◻	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

◻	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

◻	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


◻	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Ticker Symbol	Name of each exchange on which registered
Class A Common Stock, par value $.01 per share	MNIQQ⁽¹⁾	N/A⁽¹⁾

(1)On February 21, 2020, the NYSE American filed a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the Class A Common Stock of The McClatchy Company. The delisting became effective 10 days after the Form 25 was filed. The deregistration of the Class A Common Stock under section 12(b) of the Securities Exchange Act of 1934 became effective on May 21, 2020, 90 days after the filing of the Form 25. Following deregistration of the Class A Common Stock under Section 12(b) of the Securities Exchange Act of 1934, the Class A Common Stock shall remain registered under Section 12(g) of the Securities Exchange Act of 1934. Beginning on February 16, 2020, the Class A Common Stock was quoted on the OTC Pink Market under the symbol “MNIQQ.”

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ◻

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ◻


Item 1.01	Entry into a Material Definitive Agreement.

OnThe ~~July~~McClatchy 24Company, ~~2020,~~now ~~The~~known ~~McClatchy~~as JCK Legacy Company (the “Company”) entered into ana ~~Asset~~pension ~~Purchase~~transition ~~Agreement,~~services byagreement ~~and~~(the ~~among~~“TSA”) ~~the~~between ~~Company,~~The ~~the~~McClatchy Company ~~subsidiaries~~Retirement ~~listed~~Plan on (the ~~signature~~“Plan”), ~~pages~~the ~~thereto,~~Company ~~SIJ~~and ~~Holdings~~SIJ, LLC (~~the~~ “~~Purchaser~~NewCo”), ~~and,~~an ~~solely~~affiliate ~~for purposes~~ of ~~Sections~~the ~~5.19~~Purchaser, ~~and~~defined ~~5.20~~below), ~~Chatham~~effective ~~Asset~~as ~~Management,~~of ~~LLC~~September ~~(“Chatham”)~~3, ~~and~~2020, ~~solely~~in ~~for~~order ~~purposes~~to ofensure ~~Section~~an ~~8.3,~~orderly ~~Chatham~~transition ~~Asset~~of ~~High~~the ~~Yield~~Plan ~~Master~~to ~~Fund,~~the ~~Ltd.~~Pension ~~(the~~Benefit Guaranty Corporation (“~~APA~~PBGC”),. Pursuant ~~pursuant~~ to ~~which~~ the ~~Purchaser~~TSA, ~~has~~NewCo ~~agreed~~will toprovide ~~acquire~~non-discretionary ~~substantially~~administrative ~~all~~services of (the ~~Company’s~~“Services”) ~~assets~~to ~~for~~the aPlan ~~purchase~~and ~~price~~will ofbe ~~approximately~~reimbursed ~~$312~~by ~~million,~~the ~~comprised~~Plan offor ~~(i)~~all aexpenses ~~credit~~attributable ~~bid~~to the provision of ~~the~~such ~~Company’s~~Services. ~~first~~The ~~lien~~foregoing ~~notes~~description of anthe ~~aggregate~~TSA ~~principal~~is ~~amount~~not ofcomplete ~~$262,851,000~~ and ~~(ii)~~is ~~$49,152,903~~qualified in ~~cash.~~its ~~Capitalized~~entirety ~~terms~~by ~~used~~reference ~~but~~to ~~not~~the ~~defined~~TSA, ~~herein~~a ~~shall~~copy ~~have~~of ~~the~~which ~~meanings~~is ~~ascribed~~attached tohereto ~~such~~as ~~terms~~Exhibit in10.1 ~~the~~and ~~APA~~incorporated herein by reference.

~~The~~On ~~APA~~September ~~remains~~4, ~~subject~~2020, ~~to approval by~~ the ~~Bankruptcy~~Plan ~~Court~~was ~~for~~terminated ~~the~~as ~~Southern District~~ of ~~New~~August ~~York~~31, ~~(the “Bankruptcy Court”)~~2020, ~~along with other customary closing conditions. The Company will seek entry of an order (the “Sale Order”) approving the APA~~ and ~~the~~trusteed ~~transactions~~by ~~contemplated thereby at the sale hearing, which is scheduled for August 4, 2020~~PBGC.

~~The~~Item ~~APA~~1.02 ~~includes~~Termination ~~a covenant that the parties will use reasonable best efforts to cause the closing~~ of ~~the~~a ~~transactions~~Material ~~contemplated~~Definitive 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 APAAgreement. ~~The APA also includes certain covenants restricting the Company’s ability to operate the business during the period prior to Closing.~~

~~The~~As ~~APA~~previously ~~includes~~disclosed, ~~certain~~the ~~termination~~Company ~~rights~~had ~~for~~access ~~each~~to ~~party,~~an ~~including~~aggregate aprincipal ~~termination~~amount ~~right~~of ~~for~~$50 ~~the~~million ~~Purchaser~~of ifdebtor-in-possession financing on the ~~Company~~terms ~~receives~~set aforth ~~proposal~~in ~~from~~that acertain ~~Qualified~~Debtor-in-Possession ~~Bidder~~Credit Agreement (the “DIP Credit Agreement”) among Encina Business Credit, LLC, as ~~defined~~administrative inagent for each member of the ~~Bidding~~Lender ~~Procedures)~~Group ~~relating~~and tothe Bank Product Providers, the ~~acquisition~~Company, as a debtor and debtor-in-possession, and certain of ~~any~~the ~~Acquired~~Borrowers ~~Assets~~party ~~which~~thereto. On ~~provides~~September ~~for~~4, an2020, ~~aggregate~~in ~~amount~~connection with, and effective as of, ~~cash~~the ~~consideration~~Closing of nothe ~~less~~Sale ~~than~~Transaction ~~$315~~(as defined below),~~000~~ the DIP Credit Agreement was terminated,~~000~~ along with the obligations of the parties thereunder.

~~The~~Also ~~APA~~on ~~contemplates~~September ~~that~~4, ~~effective as of the Closing~~2020, ~~(i)~~in ~~the~~connection ~~Purchaser will issue New 1.5 Lien Notes to Chatham (or Affiliates thereof)~~with, inand ~~their~~effective ~~capacity~~ as ~~holders for First Lien Notes Claims~~of, inthe anClosing ~~amount~~of ~~equal to~~ the ~~principal~~Sale ~~amount First Lien Notes Claims held by Chatham (or Affiliates thereof)~~Transaction, ~~plus~~ the ~~applicable~~debt ~~original~~underlying ~~issue discount amount and (ii)~~ the ~~Purchaser~~indenture ~~shall~~for ~~have entered into~~ the ~~New~~Company’s ~~First~~Senior ~~Lien~~Secured ~~Term~~Notes ~~Loan~~due ~~Facility~~2026 ~~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~~”)) inwas anextinguished ~~amount~~as ~~equal~~ to the ~~principal amount of First Lien Notes Claims held by such holders of the First Lien Notes Claims. Brigade Capital Management~~Company, ~~LP,~~along ~~one~~with of the ~~holders~~obligations of the ~~First~~Company ~~Lien Notes Claims, and Chatham continue to work towards finalization of their Framework Agreement, the effectiveness of which is a closing condition under the APA~~thereunder.

The ~~APA~~information ~~contemplates~~set ~~the~~forth ~~employment~~under byItem ~~the~~1.01 ~~Purchaser~~and ~~of substantially all of the Company’s employees (the “Transferred Employees”)~~2.01 ~~The APA also provides that for a period~~ of ~~one~~this ~~year~~Form ~~post~~8-~~Closing,~~K ~~the Purchaser will provide each Transferred Employee with (i) base salary or wage rates and incentive compensation opportunity (not including equity compensation) that~~ are, inincorporated ~~the~~into ~~aggregate,~~this ~~not~~Item 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 Closing1.02 ~~The APA also includes a release to the fullest extent permitted~~ by ~~law of the Released Claims with respect to certain Transferred Employees~~reference.

~~The~~Item ~~foregoing~~2.01 isCompletion ~~a summary~~ of ~~the~~Acquisition ~~terms~~ of ~~the~~Disposition ~~APA and does not purport to include all~~ of ~~the terms of the APA~~Assets. ~~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.~~

OnAs previously disclosed, on July 24, 2020, the Company ~~issued~~entered ainto ~~press~~an ~~release~~asset ~~announcing~~purchase ~~that~~agreement, itby ~~had~~and ~~entered~~among ~~into~~the Company, the ~~APA~~Company subsidiaries listed on the signature pages thereto, SIJ Holdings, LLC (the “Purchaser”), and, solely for purposes of Sections 5.19 Aand ~~copy~~5.20, Chatham Asset Management, LLC, and, solely for purposes of ~~the~~Section ~~press~~8.3, ~~release~~Chatham isAsset ~~attached~~High asYield ~~Exhibit~~Master 99Fund, Ltd.1 (the “APA”), pursuant to ~~this~~which ~~Current~~the ~~Report~~Purchaser onagreed ~~Form~~to ~~8-K~~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 ~~incorporated~~(ii) ~~herein~~$49,152,903 byin ~~reference~~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.

~~Forward-Looking~~Item ~~Statements~~5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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 Bankruptcy Court approval of the APA; the failure to obtain regulatory approvals in a timely manner or otherwise; the fact that the Framework Agreement may not be agreed upon, which could cause certain closing conditions in the APA to be unsatisfied; 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; 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

In connection with the ~~year~~closing ~~ended~~of ~~December~~the 29Sale Transaction (the “Closing”) on September 4, ~~2019. These~~2020, ~~forward-looking~~the ~~statements~~following ~~speak~~officers resigned as officers of the ~~time~~Company, ~~made~~effective ~~and~~as of the Closing: Peter Farr, ~~except~~Vice asPresident, ~~required~~Finance, byChief ~~law~~Financial Officer, weChief ~~disclaim~~Accounting ~~any~~Officer ~~intention~~and Assistant Secretary; Scott Manuel, Vice President, Digital Product and ~~assume~~Technology; noBillie ~~obligation~~McConkey, toVice ~~update~~President, ~~the~~People, ~~forward-looking~~Legal ~~information~~and ~~contained~~Secretary; inKristin ~~this~~Roberts, ~~Current~~Vice ~~Report~~President, onNews; ~~Form~~and ~~8-K~~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.

(d)

Exhibits.


Exhibit No.		Description
2.1		Asset Purchase Agreement, by and among The 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 of July 24, 2020.
3.1		Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, effective as of September 4, 2020
99.1		Press release dated July 24, 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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


July 30, 2020		The McClatchy Company
September 9, 2020		JCK Legacy Company

	By:	/s/ ~~Billie~~Craig ~~McConkey~~Forman
		~~Billie~~Craig ~~McConkeyVice~~FormanPresident ~~President of People, General Counsel~~ and ~~Corporate~~Chief ~~Secretary~~Executive Officer

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