As filed with the Securities and Exchange Commission on July 16, 2013
Registration No. 333-189530
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MCCLATCHY COMPANY
(Exact name of Registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) |
2711 (Primary Standard Industrial Classification Code Number) |
52-2080478 (I.R.S. Employer Identification Number) |
2100 "Q" Street
Sacramento, California 95816
(916) 321-1844
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Karole Morgan-Prager, Esq.
Corporate Secretary and
General Counsel
The McClatchy Company
2100 "Q" Street
Sacramento, California 95816
(916) 321-1828
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to: | ||
Katharine A. Martin, Esq. Michael A. Occhiolini, Esq. Michael A. Rosati, Esq. Wilson Sonsini Goodrich & Rosati Professional Corporation 650 Page Mill Road Palo Alto, CA 94304 (650) 493-9300 |
(Exact name of additional registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or formation) |
(Primary Standard Industrial Classification Code) |
(I.R.S. Employer Identification Number) |
||||||
---|---|---|---|---|---|---|---|---|---|
Aboard Publishing, Inc. | Florida | 2711 | 65-1051606 | ||||||
Anchorage Daily News, Inc. | Alaska | 2711 | 92-0071348 | ||||||
Bellingham Herald Publishing, LLC | Delaware | 2711 | 59-0184700 | ||||||
Belton Publishing Company, Inc. | Missouri | 2711 | 43-1412853 | ||||||
Biscayne Bay Publishing, Inc. | Florida | 2711 | 65-1051521 | ||||||
Cass County Publishing Company | Missouri | 2711 | 43-0891076 | ||||||
Columbus Ledger-Enquirer, Inc. | Georgia | 2711 | 58-0376130 | ||||||
Cypress Media, Inc. | New York | 2711 | 37-0742453 | ||||||
Cypress Media, LLC | Delaware | 2711 | 65-0764225 | ||||||
East Coast Newspapers, Inc. | South Carolina | 2711 | 68-0201685 | ||||||
Gulf Publishing Company, Inc. | Mississippi | 2711 | 64-0469077 | ||||||
HLB Newspapers, Inc. | Missouri | 2711 | 43-1675371 | ||||||
Idaho Statesman Publishing, LLC | Delaware | 2711 | 59-0184700 | ||||||
Keltatim Publishing Company, Inc. | Kansas | 2711 | 48-1161908 | ||||||
Keynoter Publishing Company, Inc. | Florida | 2711 | 59-0789679 | ||||||
Lee's Summit Journal, Incorporated | Missouri | 2711 | 44-0534462 | ||||||
Lexington H-L Services, Inc. | Kentucky | 2711 | 61-1353956 | ||||||
Macon Telegraph Publishing Company | Georgia | 2711 | 58-0333650 | ||||||
Mail Advertising Corporation | Texas | 2711 | 75-2588187 | ||||||
McClatchy Interactive LLC | Delaware | 2711 | 52-2360845 | ||||||
McClatchy Interactive West | Delaware | 2711 | 65-0683075 | ||||||
McClatchy Investment Company | Delaware | 2711 | 51-0274877 | ||||||
McClatchy Management Services, Inc. | Delaware | 2711 | 52-2360846 | ||||||
McClatchy Newspapers, Inc. | Delaware | 2711 | 94-0666175 |
(Exact name of additional registrant as specified in its charter)
|
(State or other jurisdiction of incorporation or formation) |
(Primary Standard Industrial Classification Code) |
(I.R.S. Employer Identification Number) |
||||||
---|---|---|---|---|---|---|---|---|---|
McClatchy U.S.A., Inc. | Delaware | 2711 | 65-0732197 | ||||||
Miami Herald Media Company | Delaware | 2711 | 38-0723657 | ||||||
Newsprint Ventures, Inc. | California | 2711 | 68-0041100 | ||||||
Nittany Printing and Publishing Company | Pennsylvania | 2711 | 24-0676050 | ||||||
Nor-Tex Publishing, Inc. | Texas | 2711 | 75-1109443 | ||||||
Olympian Publishing, LLC | Delaware | 2711 | 59-0184700 | ||||||
Olympic-Cascade Publishing, Inc. | Washington | 2711 | 68-0098889 | ||||||
Pacific Northwest Publishing Company, Inc. | Florida | 2711 | 59-0184700 | ||||||
Quad County Publishing, Inc. | Illinois | 2711 | 37-1225856 | ||||||
San Luis Obispo Tribune, LLC | Delaware | 2711 | 20-5001401 | ||||||
Star-Telegram, Inc. | Delaware | 2711 | 22-3148254 | ||||||
Tacoma News, Inc. | Washington | 2711 | 68-0099037 | ||||||
The Bradenton Herald, Inc. | Florida | 2711 | 59-1487839 | ||||||
The Charlotte Observer Publishing Company | Delaware | 2711 | 56-0612746 | ||||||
The News and Observer Publishing Company | North Carolina | 2711 | 56-0338580 | ||||||
The State Media Company | South Carolina | 2711 | 57-0477517 | ||||||
The Sun Publishing Company, Inc. | South Carolina | 2711 | 57-0564988 | ||||||
Tribune Newsprint Company | Utah | 2711 | 87-0415831 | ||||||
Wichita Eagle and Beacon Publishing Company, Inc. | Kansas | 2711 | 48-0571718 | ||||||
Wingate Paper Company | Delaware | 2711 | 68-0068249 |
(Address, including zip code, and telephone number, including area code, of each additional Registrant's principal executive offices)
2100 "Q" Street,
Sacramento, California 95816
(916) 321-1844
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box. and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer o | Accelerated filer ý | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company o |
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
o Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
o Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
CALCULATION OF REGISTRATION FEE
|
||||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offerig Price Per Unit(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee(1) |
||||
---|---|---|---|---|---|---|---|---|
9.00% Senior Secured Notes due 2022 |
$910,000,000 | 100% | $910,000,000 | $124,124.00(4) | ||||
Guarantees of 9.00% Senior Secured Notes due 2022(2) |
(3) | (3) | (3) | (3) | ||||
|
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
Explanatory Note
This Amendment No. 1 is being filed for the purpose of filing Exhibits 5.1, 5.2.1, 5.2.7, 5.2.10 and 5.2.11 to the Registration Statement (Commission File No. 333-189530). No changes or additions are being made hereby to the Prospectus constituting Part I of the Registration Statement (not included herein) or to Items 20 or 22 of Part II of the Registration Statement.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware permits a corporation to include in its charter documents, and in agreements between the corporation and its directors and officers, provisions expanding the scope of indemnification beyond that specifically provided by the current law.
Article Seventh of the registrant's Restated Certificate of Incorporation provides for the indemnification of directors for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director's duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, or (iv) for any transaction from which the director derived an improper personal benefit.
The registrant has entered into indemnification agreements with its directors and executive officers, in addition to indemnification provided for in the registrant's Restated Certificate of Incorporation, and intends to enter into indemnification agreements with any new directors and executive officers in the future.
The general effect of Section 145 of the General Corporation Law of the State of Delaware, the registrant's charter documents and the indemnification agreements is to provide indemnification to officers and directors for liabilities that may arise by reason of their status as officers or directors, other than liabilities arising from willful or intentional misconduct, acts or omissions not in good faith, unlawful distributions of corporate assets or transactions from which the officer or director derived an improper personal benefit.
There is no litigation pending or, to the best of the registrant's knowledge, threatened which might or could result in a claim for indemnification by a director or officer.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
The following is a list of all exhibits filed as a part of this registration statement on Form S-4, including those incorporated by reference:
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
3.1.1 | Restated Certificate of Incorporation of The McClatchy Company | Incorporated by reference from Exhibit 3.1 to the registrant's Quarterly Report on Form 10-Q filed July 27, 2006 | |||
3.1.2 |
Articles of Incorporation of Aboard Publishing, Inc. |
Incorporated by reference from Exhibit 3.1.2 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.3 |
Articles of Incorporation of Anchorage Daily News, Inc. |
Incorporated by reference from Exhibit 3.1.3 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.4 |
Certificate of Formation of Bellingham Herald Publishing, LLC |
Incorporated by reference from Exhibit 3.1.4 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.5 |
Articles of Incorporation of Belton Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.5 to the registrant's Form S-4 filed June 4, 2010 |
II-1
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
3.1.6 | Articles of Incorporation of Biscayne Bay Publishing, Inc. | Incorporated by reference from Exhibit 3.1.6 to the registrant's Form S-4 filed June 4, 2010 | |||
3.1.7 |
Articles of Incorporation of Cass County Publishing Company |
Incorporated by reference from Exhibit 3.1.7 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.8 |
Articles of Incorporation of Columbus Ledger-Enquirer, Inc. |
Incorporated by reference from Exhibit 3.1.8 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.9 |
Certificate of Incorporation of Cypress Media, Inc. |
Incorporated by reference from Exhibit 3.1.9 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.10 |
Certificate of Formation of Cypress Media, LLC |
Incorporated by reference from Exhibit 3.1.10 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.11 |
Articles of Incorporation of East Coast Newspapers, Inc. |
Incorporated by reference from Exhibit 3.1.11 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.12 |
Articles of Incorporation of Gulf Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.12 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.13 |
Articles of Incorporation of HLB Newspapers, Inc. |
Incorporated by reference from Exhibit 3.1.13 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.14 |
Certificate of Formation of Idaho Statesman Publishing, LLC |
Incorporated by reference from Exhibit 3.1.14 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.15 |
Articles of Incorporation of Keltatim Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.15 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.16 |
Certificate of Incorporation of Keynoter Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.16 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.17 |
Articles of Incorporation of Lee's Summit Journal, Incorporated |
Incorporated by reference from Exhibit 3.1.17 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.18 |
Articles of Incorporation of Lexington H-L Services, Inc. |
Incorporated by reference from Exhibit 3.1.18 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.19 |
Articles of Incorporation of Macon Telegraph Publishing Company |
Incorporated by reference from Exhibit 3.1.19 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.20 |
Articles of Incorporation of Mail Advertising Corporation |
Incorporated by reference from Exhibit 3.1.20 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.21 |
Certificate of Formation of McClatchy Interactive LLC |
Incorporated by reference from Exhibit 3.1.21 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.22 |
Certificate of Incorporation of McClatchy Interactive West |
Incorporated by reference from Exhibit 3.1.22 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.23 |
Certificate of Incorporation of McClatchy Investment Company |
Incorporated by reference from Exhibit 3.1.23 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.24 |
Certificate of Incorporation of McClatchy Management Services, Inc. |
Incorporated by reference from Exhibit 3.1.24 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.25 |
Certificate of Incorporation of McClatchy Newspapers, Inc. |
Incorporated by reference from Exhibit 3.1.25 to the registrant's Form S-4 filed June 4, 2010 |
II-2
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
3.1.26 | Certificate of Incorporation of McClatchy U.S.A., Inc. | Incorporated by reference from Exhibit 3.1.26 to the registrant's Form S-4 filed June 4, 2010 | |||
3.1.27 |
Certificate of Incorporation of Miami Herald Media Company |
Incorporated by reference from Exhibit 3.1.27 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.28 |
Articles of Incorporation of Newsprint Ventures, Inc. |
Incorporated by reference from Exhibit 3.1.28 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.29 |
Articles of Incorporation of Nittany Printing and Publishing Company |
Incorporated by reference from Exhibit 3.1.29 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.30 |
Articles of Incorporation of Nor-Tex Publishing, Inc. |
Incorporated by reference from Exhibit 3.1.30 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.31 |
Certificate of Formation of Olympian Publishing, LLC |
Incorporated by reference from Exhibit 3.1.31 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.32 |
Articles of Incorporation of Olympic-Cascade Publishing, Inc. |
Incorporated by reference from Exhibit 3.1.32 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.33 |
Certificate of Incorporation of Pacific Northwest Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.33 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.34 |
Articles of Incorporation of Quad County Publishing, Inc. |
Incorporated by reference from Exhibit 3.1.34 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.35 |
Certificate of Formation of San Luis Obispo Tribune, LLC |
Incorporated by reference from Exhibit 3.1.35 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.36 |
Certificate of Incorporation of Star-Telegram, Inc. |
Incorporated by reference from Exhibit 3.1.36 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.37 |
Articles of Incorporation of Tacoma News, Inc. |
Incorporated by reference from Exhibit 3.1.37 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.38 |
Articles of Incorporation of The Bradenton Herald, Inc. |
Incorporated by reference from Exhibit 3.1.38 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.39 |
Certificate of Incorporation of The Charlotte Observer Publishing Company |
Incorporated by reference from Exhibit 3.1.39 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.40 |
Articles of Incorporation of The News and Observer Publishing Company |
Incorporated by reference from Exhibit 3.1.40 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.41 |
Certificate of Incorporation of The State Media Company |
Incorporated by reference from Exhibit 3.1.41 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.42 |
Articles of Incorporation of The Sun Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.42 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.43 |
Articles of Incorporation of Tribune Newsprint Company |
Incorporated by reference from Exhibit 3.1.43 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.44 |
Restated and Amended Articles of Incorporation of Wichita Eagle and Beacon Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.44 to the registrant's Form S-4 filed June 4, 2010 |
II-3
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
3.1.45 | Certificate of Incorporation of Wingate Paper Company | Incorporated by reference from Exhibit 3.1.45 to the registrant's Form S-4 filed June 4, 2010 | |||
3.2.1 |
Amended and Restated Bylaws of The McClatchy Company |
Incorporated by reference from Exhibit 3.1 to the registrant's Current Report on Form 8-K filed March 22, 2012 |
|||
3.2.2 |
Bylaws of Aboard Publishing, Inc. |
Incorporated by reference from Exhibit 3.2.2 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.3 |
Bylaws of Anchorage Daily News, Inc. |
Incorporated by reference from Exhibit 3.2.3 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.4 |
Limited Liability Company Agreement of Bellingham Herald Publishing, LLC |
Incorporated by reference from Exhibit 3.2.4 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.5 |
Amended and Restated Bylaws of Belton Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.5 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.6 |
Bylaws of Biscayne Bay Publishing, Inc. |
Incorporated by reference from Exhibit 3.2.6 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.7 |
Amended and Restated Bylaws of Cass County Publishing Company |
Incorporated by reference from Exhibit 3.2.7 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.8 |
Bylaws of Columbus Ledger-Enquirer, Inc. |
Incorporated by reference from Exhibit 3.2.8 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.9 |
Amended and Restated Bylaws of Cypress Media, Inc. |
Incorporated by reference from Exhibit 3.2.9 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.10 |
Limited Liability Company Agreement of Cypress Media, LLC |
Incorporated by reference from Exhibit 3.2.10 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.11 |
Bylaws of East Coast Newspapers, Inc. |
Incorporated by reference from Exhibit 3.2.11 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.12 |
Bylaws of Gulf Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.12 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.13 |
Amended and Restated Bylaws of HLB Newspapers, Inc. |
Incorporated by reference from Exhibit 3.2.13 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.14 |
Limited Liability Company Agreement of Idaho Statesman Publishing, LLC |
Incorporated by reference from Exhibit 3.2.14 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.15 |
Bylaws of Keltatim Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.15 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.16 |
Bylaws of Keynoter Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.16 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.17 |
Bylaws of Lee's Summit Journal, Incorporated |
Incorporated by reference from Exhibit 3.2.17 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.18 |
Amended and Restated Bylaws of Lexington H-L Services, Inc. |
Incorporated by reference from Exhibit 3.2.18 to the registrant's Form S-4 filed June 4, 2010 |
II-4
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
3.2.19 | Bylaws of Macon Telegraph Publishing Company | Incorporated by reference from Exhibit 3.2.19 to the registrant's Form S-4 filed June 4, 2010 | |||
3.2.20 |
Amended and Restated Bylaws of Mail Advertising Corporation |
Incorporated by reference from Exhibit 3.2.20 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.21 |
Limited Liability Company Operating Agreement of McClatchy Interactive LLC |
Incorporated by reference from Exhibit 3.2.21 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.22 |
Bylaws of McClatchy Interactive West |
Incorporated by reference from Exhibit 3.2.22 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.23 |
Bylaws of McClatchy Investment Company |
Incorporated by reference from Exhibit 3.2.23 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.24 |
Bylaws of McClatchy Management Services, Inc. |
Incorporated by reference from Exhibit 3.2.24 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.25 |
Bylaws of McClatchy Newspapers, Inc. |
Incorporated by reference from Exhibit 3.2.25 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.26 |
Bylaws of McClatchy U.S.A., Inc. |
Incorporated by reference from Exhibit 3.2.26 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.27 |
Bylaws of Miami Herald Media Company |
Incorporated by reference from Exhibit 3.2.27 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.28 |
Bylaws of Newsprint Ventures, Inc. |
Incorporated by reference from Exhibit 3.2.28 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.29 |
Bylaws of Nittany Printing and Publishing Company |
Incorporated by reference from Exhibit 3.2.29 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.30 |
Bylaws of Nor-Tex Publishing, Inc. |
Incorporated by reference from Exhibit 3.2.30 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.31 |
Limited Liability Company Agreement of Olympian Publishing, LLC |
Incorporated by reference from Exhibit 3.2.31 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.32 |
Bylaws of Olympic-Cascade Publishing, Inc. |
Incorporated by reference from Exhibit 3.2.32 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.33 |
Bylaws of Pacific Northwest Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.33 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.34 |
Bylaws of Quad County Publishing, Inc. |
Incorporated by reference from Exhibit 3.2.34 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.35 |
Operating Agreement of San Luis Obispo Tribune, LLC |
Incorporated by reference from Exhibit 3.2.35 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.36 |
Bylaws of Star-Telegram, Inc. |
Incorporated by reference from Exhibit 3.2.36 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.37 |
Bylaws of Tacoma News, Inc. |
Incorporated by reference from Exhibit 3.2.37 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.38 |
Bylaws of The Bradenton Herald, Inc. |
Incorporated by reference from Exhibit 3.2.38 to the registrant's Form S-4 filed June 4, 2010 |
II-5
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
3.2.39 | Bylaws of The Charlotte Observer Publishing Company | Incorporated by reference from Exhibit 3.2.39 to the registrant's Form S-4 filed June 4, 2010 | |||
3.2.40 |
Bylaws of The News and Observer Publishing Company |
Incorporated by reference from Exhibit 3.2.40 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.41 |
Amended and Restated Bylaws of The State Media Company |
Incorporated by reference from Exhibit 3.2.41 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.42 |
Bylaws of The Sun Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.42 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.43 |
Bylaws of Tribune Newsprint Company |
Incorporated by reference from Exhibit 3.2.43 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.44 |
Bylaws of Wichita Eagle and Beacon Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.44 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.45 |
Bylaws of Wingate Paper Company |
Incorporated by reference from Exhibit 3.2.45 to the registrant's Form S-4 filed June 4, 2010 |
|||
4.1 |
Indenture dated December 18, 2012, among The McClatchy Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee |
Incorporated by reference from Exhibit 4.2 to the registrant's Current Report on Form 8-K filed December 20, 2012 |
|||
4.2 |
Form of 9.00% Senior Secured Notes due 2022 |
Contained in Exhibit 4.1 |
|||
4.3 |
Form of Guaranty of 9.00% Senior Secured Notes due 2022 |
Contained in Exhibit 4.1 |
|||
4.4 |
Registration Rights Agreement, dated as of December 18, 2012, among The McClatchy Company, the guarantors from time to time party thereto, and the several initial purchasers |
Incorporated by reference from Exhibit 4.3 to the registrant's Current Report on Form 8-K filed December 20, 2012 |
|||
5.1 |
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation ("WSGR") relating to the validity of the securities registered hereby |
Contained herein |
|||
5.2.1 |
Opinion of Davis Wright Termaine LLP |
Contained herein |
|||
5.2.2 |
Opinion of Holland & Knight LLP |
Previously filed |
|||
5.2.3 |
Opinion of Carlton Fields, P.A. |
Previously filed |
|||
5.2.4 |
Opinion of Lewis, Rice & Fingersh, L.C. (Illinois) |
Previously filed |
|||
5.2.5 |
Opinion of Fleeson, Gooing, Coulson & Kitch, L.L.C. |
Previously filed |
|||
5.2.6 |
Opinion of Stoll Keenon Ogden PLLC |
Previously filed |
II-6
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
5.2.7 | Opinion of Jones Walker, L.L.P. | Contained herein | |||
5.2.8 |
Opinion of Lewis, Rice & Fingersh, L.C. (Missouri) |
Previously filed |
|||
5.2.9 |
Opinion of McGuire Woods LLP |
Previously filed |
|||
5.2.10 |
Opinion of Fox Rothschild LLP |
Contained herein |
|||
5.2.11 |
Opinion of Carl Muller, Attorney at Law, P.A. |
Contained herein |
|||
5.2.12 |
Opinion of Holland & Hart LLP |
Previously filed |
|||
10.1 |
Security Agreement, dated as of December 18, 2012, among The McClatchy Company, each other grantor from time to time party thereto, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent |
Previously filed |
|||
10.2 |
First Lien Intercreditor Agreement, dated as of December 18, 2012, among The McClatchy Company, the other grantors party thereto, Bank of America, N.A., as Credit Agreement Collateral Agent, The Bank of New York Mellon Trust Company, as Senior Secured Notes Collateral Agent, and each additional collateral agent from time to time party thereto |
Previously filed |
|||
23.1 |
Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm |
Previously filed |
|||
23.2 |
Consent of WSGR |
Contained in Exhibit 5.1 |
|||
24.1 |
Power of Attorney |
Previously filed |
|||
25.1 |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. to act as Trustee under the Indenture |
Previously filed |
|||
99.1 |
Form of Letter of Transmittal |
Previously filed |
|||
99.2 |
Form of Notice of Guaranteed Delivery |
Previously filed |
|||
99.3 |
Form of Letter to Clients |
Previously filed |
|||
99.4 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
Previously filed |
(b) Financial Statement Schedules: All schedules have been incorporated herein by reference or omitted because they are not applicable or not required.
II-7
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by the controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this Form within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired or involved therein, that was not the subject of and included in the registration statement when it became effective.
II-8
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sacramento, State of California, on the 16th day of July, 2013.
THE MCCLATCHY COMPANY | ||||||
By: |
/s/ PATRICK J. TALAMANTES |
|||||
Name: | Patrick J. Talamantes | |||||
Title: | President and Chief Executive Officer |
II-9
Co-Registrants | ||||||
CYPRESS MEDIA, INC. MCCLATCHY INVESTMENT COMPANY MCCLATCHY NEWSPAPERS, INC. MCCLATCHY U.S.A., INC. NEWSPRINT VENTURES, INC. TRIBUNE NEWSPRINT COMPANY WINGATE PAPER COMPANY |
||||||
By: |
* |
|||||
Name: | Patrick J. Talamantes | |||||
Title: | President (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
THE NEWS AND OBSERVER PUBLISHING COMPANY |
||||||
By: |
* |
|||||
Name: | Patrick J. Talamantes | |||||
Title: | Chairman (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) |
II-10
ABOARD PUBLISHING, INC. BISCAYNE BAY PUBLISHING, INC. KEYNOTER PUBLISHING COMPANY, INC. MIAMI HERALD MEDIA COMPANY |
||||||
By: |
* |
|||||
Name: | David Landsberg | |||||
Title: | President (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Assistant Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
ANCHORAGE DAILY NEWS, INC. |
||||||
By: |
* |
|||||
Name: | J. Patrick Doyle | |||||
Title: | President (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
BELTON PUBLISHING COMPANY, INC. EAST COAST NEWSPAPERS, INC. KELTATIM PUBLISHING COMPANY, INC. QUAD COUNTY PUBLISHING, INC. |
||||||
By: |
* |
|||||
Name: | Mark Zieman | |||||
Title: | President (Principal Executive Officer) |
II-11
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) |
CASS COUNTY PUBLISHING COMPANY HLB NEWSPAPERS, INC. |
||||||
By: |
* |
|||||
Name: | Mi-Ai Parish | |||||
Title: | President (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
COLUMBUS LEDGER-ENQUIRER, INC. |
||||||
By: |
* |
|||||
Name: | Rodney Mahone | |||||
Title: | President and Publisher (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) |
II-12
GULF PUBLISHING COMPANY, INC. |
||||||
By: |
* |
|||||
Name: | Glen Nardi | |||||
Title: | President and Publisher (Principal Executive Officer) |
By: | * |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
PACIFIC NORTHWEST PUBLISHING COMPANY, INC. |
||||||
By: |
* |
|||||
Name: | Robert Weil | |||||
Title: | President (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
MACON TELEGRAPH PUBLISHING COMPANY. |
||||||
By: |
* |
|||||
Name: | Donald Bailey | |||||
Title: | President and Publisher (Principal Executive Officer) |
II-13
By: | * |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
MAIL ADVERTISING CORPORATION NOR-TEX PUBLISHING, INC. STAR-TELEGRAM, INC. |
||||||
By: |
* |
|||||
Name: | Gary Wortel | |||||
Title: | President (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) |
WICHITA EAGLE AND BEACON PUBLISHING COMPANY, INC. | ||||||
By: |
* |
|||||
Name: | Kim Nussbaum | |||||
Title: | President (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) |
II-14
LEE'S SUMMIT JOURNAL, INCORPORATED | ||||||
By: |
* |
|||||
Name: | John Beaudoin | |||||
Title: | President (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
LEXINGTON H-L SERVICES, INC. |
||||||
By: |
* |
|||||
Name: | Rufus Friday | |||||
Title: | President and Publisher (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
MCCLATCHY INTERACTIVE WEST |
||||||
By: |
* |
|||||
Name: | Chris Hendricks | |||||
Title: | President (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) |
II-15
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
NITTANY PRINTING AND PUBLISHING COMPANY |
||||||
By: |
* |
|||||
Name: | Susan Leath | |||||
Title: | President and Publisher (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
OLYMPIC-CASCADE PUBLISHING, INC. |
||||||
By: |
* |
|||||
Name: | George LeMasurier | |||||
Title: | President (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
TACOMA NEWS, INC. |
||||||
By: |
* |
|||||
Name: | David Zeeck | |||||
Title: | President and Publisher (Principal Executive Officer) |
II-16
By: | * |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
THE BRADENTON HERALD, INC. |
||||||
By: |
* |
|||||
Name: | Robert G. Turner | |||||
Title: | President and Publisher (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
THE CHARLOTTE OBSERVER PUBLISHING COMPANY |
||||||
By: |
* |
|||||
Name: | Ann Caulkins | |||||
Title: | President and Publisher (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) |
II-17
THE STATE MEDIA COMPANY | ||||||
By: |
* |
|||||
Name: | Henry Haitz | |||||
Title: | President and Publisher (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
THE SUN PUBLISHING COMPANY, INC. |
||||||
By: |
* |
|||||
Name: | Mark Webster | |||||
Title: | President and Publisher (Principal Executive Officer) | |||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) | |||||
MCCLATCHY MANAGEMENT SERVICES, INC. |
||||||
By: |
* |
|||||
Name: | R. Elaine Lintecum | |||||
Title: | President, Assistant Secretary and Treasurer (Principal Executive Officer and Principal Financial Officer) | |||||
By: |
* |
|||||
Name: | Hai Nguyen | |||||
Title: | Controller (Principal Accounting Officer) |
II-18
|
MCCLATCHY INTERACTIVE LLC | |||||
|
By: |
* |
||||
|
Name: | Chris Hendricks | ||||
|
Title: | Manager (Principal Executive Officer) | ||||
|
By: |
* |
||||
|
Name: | R. Elaine Lintecum | ||||
|
Title: | Vice President, Assistant Secretary Treasurer (Principal Financial Officer) | ||||
|
By: |
* |
||||
|
Name: | Hai Nguyen | ||||
|
Title: | Controller (Principal Accounting Officer) | ||||
|
BELLINGHAM HERALD PUBLISHING, LLC IDAHO STATESMAN PUBLISHING, LLC OLYMPIAN PUBLISHING, LLC |
|||||
|
By: |
PACIFIC Northwest Publishing Company, Inc., their Sole Member |
||||
|
By: |
* |
||||
|
Name: | Robert Weil | ||||
|
Title: | President (Principal Executive Officer) | ||||
|
By: |
* |
||||
|
Name: | R. Elaine Lintecum | ||||
|
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | ||||
|
By: |
* |
||||
|
Name: | Hai Nguyen | ||||
|
Title: | Controller (Principal Accounting Officer) | ||||
|
CYPRESS MEDIA, LLC |
|||||
|
By: |
CYPRESS Media, Inc., its Sole Member |
||||
|
By: |
* |
||||
|
Name: | Patrick J. Talamantes | ||||
|
Title: | President (Principal Executive Officer) |
II-19
|
By: |
* |
||||
|
Name: | R. Elaine Lintecum | ||||
|
Title: | Vice President, Assistant Secretary and Treasurer (Principal Financial Officer) | ||||
|
By: |
* |
||||
|
Name: | Hai Nguyen | ||||
|
Title: | Controller (Principal Accounting Officer) | ||||
|
SAN LUIS OBISPO TRIBUNE, LLC |
|||||
|
By: |
The McClatchy Company, its Sole Member |
||||
|
By: |
* |
||||
|
Name: | Patrick J. Talamantes | ||||
|
Title: | President and Chief Executive Officer (Principal Executive Officer) | ||||
|
By: |
* |
||||
|
Name: | R. Elaine Lintecum | ||||
|
Title: | Vice President, Finance, Chief Financial Officer and Treasurer (Principal Financial Officer) | ||||
|
By: |
* |
||||
|
Name: | Hai Nguyen | ||||
|
Title: | Controller (Principal Accounting Officer) |
*By: | /s/ PATRICK J. TALAMANTES |
|||||
Patrick J. Talamantes | ||||||
Attorney-in-fact |
II-20
Pursuant to the requirements of the Securities Act of 1933, this amendment to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||||
---|---|---|---|---|---|---|
/s/ PATRICK J. TALAMANTES Patrick J. Talamantes(1)(2)(3)(4)(5)(6)(7)(8) |
President and Chief Executive Officer, Director, (Principal Executive Officer), Director, certain of the Co-Registrants listed above | July 16, 2013 | ||||
/s/ R. ELAINE LINTECUM R. Elaine Lintecum(1)(2)(3)(4)(5)(6)(7)(9) |
Vice President, Finance and Chief Financial Officer (Principal Financial Officer), Director, certain of the Co-Registrants listed above |
July 16, 2013 |
||||
* Hai Nguyen(10) |
Controller (Principal Accounting Officer) |
July 16, 2013 |
||||
* Kevin S. McClatchy |
Chairman |
July 16, 2013 |
||||
* Elizabeth Ballantine |
Director |
July 16, 2013 |
||||
* Leroy Barnes, Jr. |
Director |
July 16, 2013 |
||||
* Molly Maloney Evangelisti |
Director |
July 16, 2013 |
||||
* Kathleen Foley Feldstein |
Director |
July 16, 2013 |
||||
* Brown McClatchy Maloney |
Director |
July 16, 2013 |
||||
* William McClatchy |
Director |
July 16, 2013 |
II-21
Signature | Title | Date | ||||
---|---|---|---|---|---|---|
* Theodore R. Mitchell |
Director | July 16, 2013 | ||||
* Clyde W. Ostler |
Director |
July 16, 2013 |
||||
* Frederick R. Ruiz |
Director |
July 16, 2013 |
||||
* Mark Zieman(1)(5)(6)(7) |
Director, certain of the Co-Registrants listed above and President (Principal Executive Officer) of certain Co-Registrants |
July 16, 2013 |
||||
* Robert Weil(4)(6) |
Director, certain of the Co-Registrants listed above and President (Principal Executive Officer) of Pacific Northwest Publishing Company, Inc. |
July 16, 2013 |
||||
* Karole Morgan-Prager(2)(5)(6)(11) |
Director, certain of the Co-Registrants listed above |
July 16, 2013 |
||||
* Chris Hendricks(3) |
Director, certain of the Co-Registrants listed above, President (Principal Executive Officer) of McClatchy Interactive West and Manager (Principal Executive Officer) of McClatchy Interactive LLC |
July 16, 2013 |
||||
* David Landsberg |
President (Principal Executive Officer), certain of the Co-Registrants listed above |
July 16, 2013 |
||||
* J. Patrick Doyle |
President (Principal Executive Officer), Anchorage Daily News, Inc. |
July 16, 2013 |
II-22
Signature | Title | Date | ||||
---|---|---|---|---|---|---|
* Mark Zieman |
President (Principal Executive Officer), certain of the Co-Registrants listed above | July 16, 2013 | ||||
* Rodney Mahone |
President and Publisher (Principal Executive Officer), Columbus Ledger-Enquirer, Inc. |
July 16, 2013 |
||||
* Mi-Ai Parish |
President (Principal Executive Officer), certain of the Co-Registrants |
July 16, 2013 |
||||
* Glen Nardi |
President and Publisher (Principal Executive Officer), Gulf Publishing Company, Inc. |
July 16, 2013 |
||||
* Donald Bailey |
President and Publisher (Principal Executive Officer), Macon Telegraph Publishing Company |
July 16, 2013 |
||||
* Gary Wortel |
President (Principal Executive Officer), certain of the Co-Registrants listed above |
July 16, 2013 |
||||
* Kim Nussbaum |
President and Publisher (Principal Executive Officer), Wichita Eagle and Beacon Publishing Company, Inc. |
July 16, 2013 |
||||
* John Beaudoin |
President (Principal Executive Officer), Lee's Summit Journal, Incorporated |
July 16, 2013 |
||||
* Rufus Friday |
President and Publisher (Principal Executive Officer), Lexington H-L Services, Inc. |
July 16, 2013 |
||||
* Susan Leath |
President and Publisher (Principal Executive Officer), Nittany Printing and Publishing Company |
July 16, 2013 |
II-23
Signature | Title | Date | ||||
---|---|---|---|---|---|---|
* George LeMasurier |
President (Principal Executive Officer), Olympic-Cascade Publishing, Inc. | July 16, 2013 | ||||
* David Zeeck |
President and Publisher (Principal Executive Officer), Tacoma News, Inc. |
July 16, 2013 |
||||
* Robert G. Turner |
President and Publisher (Principal Executive Officer), The Bradenton Herald, Inc. |
July 16, 2013 |
||||
* Ann Caulkins |
President and Publisher (Principal Executive Officer), The Charlotte Observer Publishing Company |
July 16, 2013 |
||||
* Henry Haitz |
President and Publisher (Principal Executive Officer), The State Media Company |
July 16, 2013 |
||||
* Mark Webster |
President and Publisher (Principal Executive Officer), The Sun Publishing Company, Inc. |
July 16, 2013 |
||||
*By: |
/s/ PATRICK J. TALAMANTES |
|||||
Patrick J. Talamantes | ||||||
Attorney-in-fact |
II-24
II-25
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
3.1.1 | Restated Certificate of Incorporation of The McClatchy Company | Incorporated by reference from Exhibit 3.1 to the registrant's Quarterly Report on Form 10-Q filed July 27, 2006 | |||
3.1.2 |
Articles of Incorporation of Aboard Publishing, Inc. |
Incorporated by reference from Exhibit 3.1.2 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.3 |
Articles of Incorporation of Anchorage Daily News, Inc. |
Incorporated by reference from Exhibit 3.1.3 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.4 |
Certificate of Formation of Bellingham Herald Publishing, LLC |
Incorporated by reference from Exhibit 3.1.4 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.5 |
Articles of Incorporation of Belton Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.5 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.6 |
Articles of Incorporation of Biscayne Bay Publishing, Inc. |
Incorporated by reference from Exhibit 3.1.6 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.7 |
Articles of Incorporation of Cass County Publishing Company |
Incorporated by reference from Exhibit 3.1.7 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.8 |
Articles of Incorporation of Columbus Ledger-Enquirer, Inc. |
Incorporated by reference from Exhibit 3.1.8 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.9 |
Certificate of Incorporation of Cypress Media, Inc. |
Incorporated by reference from Exhibit 3.1.9 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.10 |
Certificate of Formation of Cypress Media, LLC |
Incorporated by reference from Exhibit 3.1.10 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.11 |
Articles of Incorporation of East Coast Newspapers, Inc. |
Incorporated by reference from Exhibit 3.1.11 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.12 |
Articles of Incorporation of Gulf Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.12 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.13 |
Articles of Incorporation of HLB Newspapers, Inc. |
Incorporated by reference from Exhibit 3.1.13 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.14 |
Certificate of Formation of Idaho Statesman Publishing, LLC |
Incorporated by reference from Exhibit 3.1.14 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.15 |
Articles of Incorporation of Keltatim Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.15 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.16 |
Certificate of Incorporation of Keynoter Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.16 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.17 |
Articles of Incorporation of Lee's Summit Journal, Incorporated |
Incorporated by reference from Exhibit 3.1.17 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.18 |
Articles of Incorporation of Lexington H-L Services, Inc. |
Incorporated by reference from Exhibit 3.1.18 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.19 |
Articles of Incorporation of Macon Telegraph Publishing Company |
Incorporated by reference from Exhibit 3.1.19 to the registrant's Form S-4 filed June 4, 2010 |
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
3.1.20 | Articles of Incorporation of Mail Advertising Corporation | Incorporated by reference from Exhibit 3.1.20 to the registrant's Form S-4 filed June 4, 2010 | |||
3.1.21 |
Certificate of Formation of McClatchy Interactive LLC |
Incorporated by reference from Exhibit 3.1.21 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.22 |
Certificate of Incorporation of McClatchy Interactive West |
Incorporated by reference from Exhibit 3.1.22 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.23 |
Certificate of Incorporation of McClatchy Investment Company |
Incorporated by reference from Exhibit 3.1.23 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.24 |
Certificate of Incorporation of McClatchy Management Services, Inc. |
Incorporated by reference from Exhibit 3.1.24 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.25 |
Certificate of Incorporation of McClatchy Newspapers, Inc. |
Incorporated by reference from Exhibit 3.1.25 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.26 |
Certificate of Incorporation of McClatchy U.S.A., Inc. |
Incorporated by reference from Exhibit 3.1.26 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.27 |
Certificate of Incorporation of Miami Herald Media Company |
Incorporated by reference from Exhibit 3.1.27 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.28 |
Articles of Incorporation of Newsprint Ventures, Inc. |
Incorporated by reference from Exhibit 3.1.28 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.29 |
Articles of Incorporation of Nittany Printing and Publishing Company |
Incorporated by reference from Exhibit 3.1.29 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.30 |
Articles of Incorporation of Nor-Tex Publishing, Inc. |
Incorporated by reference from Exhibit 3.1.30 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.31 |
Certificate of Formation of Olympian Publishing, LLC |
Incorporated by reference from Exhibit 3.1.31 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.32 |
Articles of Incorporation of Olympic-Cascade Publishing, Inc. |
Incorporated by reference from Exhibit 3.1.32 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.33 |
Certificate of Incorporation of Pacific Northwest Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.33 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.34 |
Articles of Incorporation of Quad County Publishing, Inc. |
Incorporated by reference from Exhibit 3.1.34 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.35 |
Certificate of Formation of San Luis Obispo Tribune, LLC |
Incorporated by reference from Exhibit 3.1.35 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.36 |
Certificate of Incorporation of Star-Telegram, Inc. |
Incorporated by reference from Exhibit 3.1.36 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.37 |
Articles of Incorporation of Tacoma News, Inc. |
Incorporated by reference from Exhibit 3.1.37 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.38 |
Articles of Incorporation of The Bradenton Herald, Inc. |
Incorporated by reference from Exhibit 3.1.38 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.39 |
Certificate of Incorporation of The Charlotte Observer Publishing Company |
Incorporated by reference from Exhibit 3.1.39 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.40 |
Articles of Incorporation of The News and Observer Publishing Company |
Incorporated by reference from Exhibit 3.1.40 to the registrant's Form S-4 filed June 4, 2010 |
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
3.1.41 | Certificate of Incorporation of The State Media Company | Incorporated by reference from Exhibit 3.1.41 to the registrant's Form S-4 filed June 4, 2010 | |||
3.1.42 |
Articles of Incorporation of The Sun Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.42 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.43 |
Articles of Incorporation of Tribune Newsprint Company |
Incorporated by reference from Exhibit 3.1.43 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.44 |
Restated and Amended Articles of Incorporation of Wichita Eagle and Beacon Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.1.44 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.1.45 |
Certificate of Incorporation of Wingate Paper Company |
Incorporated by reference from Exhibit 3.1.45 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.1 |
Amended and Restated Bylaws of The McClatchy Company |
Incorporated by reference from Exhibit 3.1 to the registrant's Current Report on Form 8-K filed March 22, 2012 |
|||
3.2.2 |
Bylaws of Aboard Publishing, Inc. |
Incorporated by reference from Exhibit 3.2.2 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.3 |
Bylaws of Anchorage Daily News, Inc. |
Incorporated by reference from Exhibit 3.2.3 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.4 |
Limited Liability Company Agreement of Bellingham Herald Publishing, LLC |
Incorporated by reference from Exhibit 3.2.4 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.5 |
Amended and Restated, Bylaws of Belton Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.5 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.6 |
Bylaws of Biscayne Bay Publishing, Inc. |
Incorporated by reference from Exhibit 3.2.6 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.7 |
Amended and Restated, Bylaws of Cass County Publishing Company |
Incorporated by reference from Exhibit 3.2.7 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.8 |
Bylaws of Columbus Ledger-Enquirer, Inc. |
Incorporated by reference from Exhibit 3.2.8 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.9 |
Amended and Restated Bylaws of Cypress Media, Inc. |
Incorporated by reference from Exhibit 3.2.9 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.10 |
Limited Liability Company Agreement of Cypress Media, LLC |
Incorporated by reference from Exhibit 3.2.10 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.11 |
Bylaws of East Coast Newspapers, Inc. |
Incorporated by reference from Exhibit 3.2.11 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.12 |
Bylaws of Gulf Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.12 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.13 |
Amended and Restated Bylaws of HLB Newspapers, Inc. |
Incorporated by reference from Exhibit 3.2.13 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.14 |
Limited Liability Company Agreement of Idaho Statesman Publishing, LLC |
Incorporated by reference from Exhibit 3.2.14 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.15 |
Bylaws of Keltatim Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.15 to the registrant's Form S-4 filed June 4, 2010 |
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
3.2.16 | Bylaws of Keynoter Publishing Company, Inc. | Incorporated by reference from Exhibit 3.2.16 to the registrant's Form S-4 filed June 4, 2010 | |||
3.2.17 |
Bylaws of Lee's Summit Journal, Incorporated |
Incorporated by reference from Exhibit 3.2.17 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.18 |
Amended and Restated Bylaws of Lexington H-L Services, Inc. |
Incorporated by reference from Exhibit 3.2.18 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.19 |
Bylaws of Macon Telegraph Publishing Company |
Incorporated by reference from Exhibit 3.2.19 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.20 |
Amended and Restated Bylaws of Mail Advertising Corporation |
Incorporated by reference from Exhibit 3.2.20 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.21 |
Limited Liability Company Operating Agreement of McClatchy Interactive LLC |
Incorporated by reference from Exhibit 3.2.21 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.22 |
Bylaws of McClatchy Interactive West |
Incorporated by reference from Exhibit 3.2.22 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.23 |
Bylaws of McClatchy Investment Company |
Incorporated by reference from Exhibit 3.2.23 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.24 |
Bylaws of McClatchy Management Services, Inc. |
Incorporated by reference from Exhibit 3.2.24 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.25 |
Bylaws of McClatchy Newspapers, Inc. |
Incorporated by reference from Exhibit 3.2.25 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.26 |
Bylaws of McClatchy U.S.A., Inc. |
Incorporated by reference from Exhibit 3.2.26 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.27 |
Bylaws of Miami Herald Media Company |
Incorporated by reference from Exhibit 3.2.27 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.28 |
Bylaws of Newsprint Ventures, Inc. |
Incorporated by reference from Exhibit 3.2.28 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.29 |
Bylaws of Nittany Printing and Publishing Company |
Incorporated by reference from Exhibit 3.2.29 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.30 |
Bylaws of Nor-Tex Publishing, Inc. |
Incorporated by reference from Exhibit 3.2.30 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.31 |
Limited Liability Company Agreement of Olympian Publishing, LLC |
Incorporated by reference from Exhibit 3.2.31 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.32 |
Bylaws of Olympic-Cascade Publishing, Inc. |
Incorporated by reference from Exhibit 3.2.32 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.33 |
Bylaws of Pacific Northwest Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.33 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.34 |
Bylaws of Quad County Publishing, Inc. |
Incorporated by reference from Exhibit 3.2.34 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.35 |
Operating Agreement of San Luis Obispo Tribune, LLC |
Incorporated by reference from Exhibit 3.2.35 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.36 |
Bylaws of Star-Telegram, Inc. |
Incorporated by reference from Exhibit 3.2.36 to the registrant's Form S-4 filed June 4, 2010 |
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
3.2.37 | Bylaws of Tacoma News, Inc. | Incorporated by reference from Exhibit 3.2.37 to the registrant's Form S-4 filed June 4, 2010 | |||
3.2.38 |
Bylaws of The Bradenton Herald, Inc. |
Incorporated by reference from Exhibit 3.2.38 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.39 |
Bylaws of The Charlotte Observer Publishing Company |
Incorporated by reference from Exhibit 3.2.39 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.40 |
Bylaws of The News and Observer Publishing Company |
Incorporated by reference from Exhibit 3.2.40 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.41 |
Amended and Restated Bylaws of The State Media Company |
Incorporated by reference from Exhibit 3.2.41 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.42 |
Bylaws of The Sun Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.42 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.43 |
Bylaws of Tribune Newsprint Company |
Incorporated by reference from Exhibit 3.2.43 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.44 |
Bylaws of Wichita Eagle and Beacon Publishing Company, Inc. |
Incorporated by reference from Exhibit 3.2.44 to the registrant's Form S-4 filed June 4, 2010 |
|||
3.2.45 |
Bylaws of Wingate Paper Company |
Incorporated by reference from Exhibit 3.2.45 to the registrant's Form S-4 filed June 4, 2010 |
|||
4.1 |
Indenture dated December 18, 2012, among The McClatchy Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as Trustee |
Incorporated by reference from Exhibit 4.2 to the registrant's Current Report on Form 8-K filed December 20, 2012 |
|||
4.2 |
Form of 9.00% Senior Secured Notes due 2022 |
Contained in Exhibit 4.1 |
|||
4.3 |
Form of Guaranty of 9.00% Senior Secured Notes due 2022 |
Contained in Exhibit 4.1 |
|||
4.4 |
Registration Rights Agreement, dated as of December 18, 2012, among The McClatchy Company, the guarantors from time to time party thereto, and the several initial purchasers |
Incorporated by reference from Exhibit 4.3 to the registrant's Current Report on Form 8-K filed December 20, 2012 |
|||
5.1 |
Opinion of Wilson Sonsini Goodrich & Rosati, Professional Corporation ("WSGR") relating to the validity of the securities registered hereby |
Contained herein |
|||
5.2.1 |
Opinion of Davis Wright Termaine LLP |
Contained herein |
|||
5.2.2 |
Opinion of Holland & Knight LLP |
Previously filed |
|||
5.2.3 |
Opinion of Carlton Fields, P.A. |
Previously filed |
|||
5.2.4 |
Opinion of Lewis, Rice & Fingersh, L.C. (Illinois) |
Previously filed |
|||
5.2.5 |
Opinion of Fleeson, Gooing, Coulson & Kitch, L.L.C. |
Previously filed |
Exhibit Number |
Description of Exhibit | If Incorporated by Reference, Document with which Exhibit was Contained herein with SEC |
|||
---|---|---|---|---|---|
5.2.6 | Opinion of Stoll Keenon Ogden PLLC | Previously filed | |||
5.2.7 |
Opinion of Jones Walker, L.L.P. |
Contained herein |
|||
5.2.8 |
Opinion of Lewis, Rice & Fingersh, L.C. (Missouri) |
Previously filed |
|||
5.2.9 |
Opinion of McGuire Woods LLP |
Previously filed |
|||
5.2.10 |
Opinion of Fox Rothschild LLP |
Contained herein |
|||
5.2.11 |
Opinion of Carl Muller, Attorney at Law, P.A. |
Contained herein |
|||
5.2.12 |
Opinion of Holland & Hart LLP |
Previously filed |
|||
10.1 |
Security Agreement, dated as of December 18, 2012, among The McClatchy Company, each other grantor from time to time party thereto, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent |
Previously filed |
|||
10.2 |
First Lien Intercreditor Agreement, dated as of December 18, 2012, among The McClatchy Company, the other grantors party thereto, Bank of America, N.A., as Credit Agreement Collateral Agent, The Bank of New York Mellon Trust Company, as Senior Secured Notes Collateral Agent, and each additional collateral agent from time to time party thereto |
Previously filed |
|||
23.1 |
Consent of Deloitte & Touche LLP, Independent Registered Accounting Firm |
Previously filed |
|||
23.2 |
Consent of WSGR |
Contained in Exhibit 5.1 |
|||
24.1 |
Power of Attorney |
Previously filed |
|||
25.1 |
Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939 of The Bank of New York Mellon Trust Company, N.A. to act as Trustee under the Indenture |
Previously filed |
|||
99.1 |
Form of Letter of Transmittal |
Previously filed |
|||
99.2 |
Form of Notice of Guaranteed Delivery |
Previously filed |
|||
99.3 |
Form of Letter to Clients |
Previously filed |
|||
99.4 |
Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees |
Previously filed |