McClatchy announces closing of CareerBuilder sale
The McClatchy Company has announced the completion of the sale of a majority of its interest in CareerBuilder, LLC. Prior to the closing, McClatchy received $7.3 million in cash distributions from CB and received $66.6 million in cash proceeds from the sale. McClatchy expects to reinvest $1.6 million of the proceeds and an approximately $2 million tax credit expected to be derived from the transaction into its business, and offer the remaining $65 million to holders of its 9.0 percent Senior Secured Notes due in 2022 (the "9.0 percent Notes") in compliance with the indenture for the 9.0 percent Notes.
Accordingly, McClatchy has commenced an offer to purchase for cash up to $65 million of the outstanding 9.0 percent Notes at par plus accrued and unpaid interest to the settlement date. The terms and conditions of the offer are set forth in the Offer to Purchase dated Aug. 1, 2017 (the "Offer" or "Offer to Purchase") and Letter of Transmittal (the "Letter of Transmittal"). The offer is not subject to the receipt of any minimum amount of 9.0 percent Notes tendered, but is subject to the general conditions set forth in the Offer to Purchase.
McClatchy noted when it announced the sale of its interest in CB that under the indenture for its 9.0 percent Notes it would offer the after-tax proceeds from the sale, to the extent that the proceeds are not reinvested within 365 days of the closing of the transaction, in an offering to repurchase the 9.0 percent Notes at par. Management has elected to make this offer now. Recently, the 9.0 percent Notes were trading at premium prices ranging between 103 percent and 104.50 percent of par, but holders of the 9.0 percent Notes should check with dealers of the 9.0 percent Notes to obtain current pricing on the 9.0 percent Notes.
To the extent the 9.0 percent Notes are not repurchased under the offer, management may use the proceeds to invest in initiatives and/or investments to continue its digital transformation, to selectively repurchase outstanding Notes or for other corporate purposes as determined by management and the Board of Directors.