8-K

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): March 3, 2014

(Exact name of registrant as specified in its charter)

DELAWARE (State or other jurisdiction of incorporation or organization) 1-9824 (Commission File Number) 52-2080478 (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) 321-1846

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))

Item 8.01.   Other Events.

On March 3, 2014, the Company announced that it anticipates a cash distribution as a result of the announcement by Classified Ventures, LLC (CV) of its agreement to sell its Apartments.com business for $585 million in cash to CoStar Group. The transaction is expected to close in the second quarter of 2014. The Company owns a 25.6% interest in CV. A distribution approximately equal to the Company’s portion of the net proceeds on the sale of Apartments.com is expected to total approximately $147 million, and approximately $90 million after-tax.

A copy of the Company’s press release regarding the matter described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number	Description
99.1	Press release of The McClatchy Company, dated March 3, 2014.

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.

March 3, 2014	The McClatchy Company
	/s/ Karole Morgan-Prager
	By:	Karole Morgan-Prager
		Vice President, Corporate Development, General Counsel and Secretary

.

EX-99.1

Exhibit 99.1

MCCLATCHY EXPECTS TO RECEIVE CASH DISTRIBUTION FROM CLASSIFIED VENTURES’ SALE OF APARTMENTS.COM

SACRAMENTO, Calif., March 3, 2014, – The McClatchy Company (NYSE-MNI) said today that it anticipates a cash distribution as a result of the recent announcement by Classified Ventures, LLC (CV) of its agreement to sell Apartments.com for $585 million to CoStar Group. CV has said that it expects the transaction to close in the second quarter of 2014.

McClatchy owns a 25.6% interest in CV. A distribution approximately equal to McClatchy’s portion of the net proceeds on the sale of Apartments.com is expected to total approximately $147 million, and approximately $90 million after-tax.

McClatchy noted that its portion of the gain from the sale of Apartments.com will be recorded in its equity income in unconsolidated companies in the quarter in which the transaction is completed. Taxes on its portion of the gain will also be included in McClatchy’s tax provision in the same quarter of 2014. In fiscal 2013 McClatchy recorded digital advertising revenues of $3.8 million from the sale of Apartments.com advertising products and paid CV $1.1 million in wholesale fees for those products.

Management also indicated that it expects to use the distribution it receives once the transaction is completed for general corporate purposes, including debt reduction.

About McClatchy

The McClatchy Company is a leading news and information provider, offering a wide array of print and digital products in each of the markets it serves. McClatchy’s operations include 30 daily newspapers, community newspapers, websites, mobile news and advertising, niche publications, direct marketing and direct mail services. The company’s largest newspapers include the (Fort Worth) Star-Telegram, The Sacramento Bee, The Kansas City Star, the Miami Herald, The Charlotte Observer and The (Raleigh) News & Observer. McClatchy is listed on the New York Stock Exchange under the symbol MNI.

Additional Information

Statements in this press release regarding management’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of 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:  McClatchy may not generate cash from operations, or otherwise, necessary to reduce debt or meet debt covenants as expected; transactions may not close as anticipated or result in cash distributions in the amount or timing anticipated; McClatchy’s operations have been, and will likely continue to be, adversely affected by competition, including competition from internet publishing and advertising platforms; litigation or any potential litigation; geo-political uncertainties including the risk of war; increased consolidation among major retailers in our markets or other events depressing the level of advertising; competitive action by other companies; and other factors, many of which are beyond our control; as well as the other risks detailed from time to time in the company’s publicly filed documents, including the company’s Annual Report on Form 10-K for the year ended Dec. 30, 2012, as amended by the Form 10-K/A, filed with the U.S. Securities and Exchange Commission. McClatchy disclaims any intention and assumes no obligation to update the forward-looking information contained in this release.

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Contact:	Ryan Kimball
	Assistant Treasurer & Director of Investor Relations
	(916) 321-1849
	rkimball@mcclatchy.com