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SUBSEQUENT EVENTS
9 Months Ended
Sep. 28, 2014
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

8.  SUBSEQUENT EVENTS

Sale of Investment in Unconsolidated Company

On October 1, 2014, we, along with Tribune Media Company, Graham Holdings Company and A. H. Belo Corporation (the “Selling Partners”) sold all of the Selling Partners’ ownership interests in Classified Ventures, LLC to Gannett Co., Inc. for a price that valued Classified Ventures, LLC at $2.5 billion. We will record a gain on sale of our interest in Classified Ventures, LLC during fourth quarter of 2014. Our portion of the cash proceeds, net of transaction costs, was approximately $631.8 million, or approximately $406 million net of taxes. Pursuant to the sale agreement, $25.6 million of net proceeds to be received by us will be held in escrow until October 1, 2015. Prior to the transaction closing Classified Ventures, LLC distributed approximately $6.0 million, representing our portion of the related cash accumulated from earnings of Classified Ventures, LLC. On October 1, 2014, we received our portion of the net cash proceeds, less the escrow amount, of $606.2 million. Upon the closing of the transaction, we entered into a new, five-year affiliate agreement with Cars.com that will allow us to continue to sell Cars.com products and services exclusively in our local markets. In accordance with our bond indenture for our 9.00% Notes, we are required to offer the after-tax proceeds from this transaction, to the extent that they are not reinvested within 365 days of the closing of the transaction, in an offering to repurchase those notes at par. The 9.00% Notes are currently trading at a premium.

Offer for 9.00% Notes at Par

On October 14, 2014, we announced that in compliance with the indenture for our 9.00% Notes, we have commenced an offer to purchase for cash up to $406 million of the outstanding 9.00% Notes at par. See further discussion in Note 4.

Amended Credit Agreement and LC Agreement

On October 21, 2014, we entered into an Amended Credit Agreement to, among other things, reduce the lending banks’ commitments from $75 million to $65 million, amend or eliminate certain covenant requirements and extend the maturity date by two years to December 18, 2019. In addition, on October 21, 2014, we entered into a LC Agreement. Pursuant to the terms of the LC Agreement, we may request letters of credit be issued on our behalf in an aggregate face amount not to exceed $35.0 million. We are required to provide cash collateral equal to 101% of the aggregate undrawn stated amount of each outstanding letter of credit. See further discussion regarding these transactions in Note 4.

Debt Repurchases

On November 5, 2014, in privately-negotiated transactions, we agreed to repurchase approximately $259.4 million in aggregate principal amount of our 9.00% Notes and approximately $150.0 million in aggregate principal amount of our 5.75% Notes due in 2017, for a total expected amount of $459.5 million in cash plus accrued and unpaid interest. We anticipate that the closing of these repurchases will occur on November 13, 2014, subject to a condition that no more than $95.5 million of the 9.00% Notes are submitted in our current asset purchase offer, as discussed above and in Note 4.