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: February 11, 2016

The McClatchy 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) 321-1846

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:

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

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

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

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

Item 1.01 Entry into a Material Definitive Agreement.

The McClatchy Company (the "Company"), sponsors The McClatchy Company Retirement Plan, a frozen defined benefit plan (the “Pension Plan”), under which benefits have accrued for certain Company employees and employees of Company subsidiaries that are part of the same controlled group of corporations as the Company (the “Subsidiaries”). On February 11, 2016, the Company, through certain Subsidiaries contributed parcels of real estate owned by the respective Subsidiaries (the “Contribution) located in Raleigh, NC; Charlotte, NC; Garner, NC; Gulfport, MS; Doral, FL; and Fresno, CA (each, a “Property” and together the “Properties”) to the Pension Plan, pursuant to a series of substantially similar contribution agreements between the Company, the respective Subsidiary, the Pension plan and the limited liability company established to hold each Property. A copy of the form of contribution agreement is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Properties were contributed to the Pension Plan to fund certain of the Company’s obligations to the Pension Plan. The Contribution is eligible for favorable tax treatment, and the Company estimates the Contribution will generate a cash tax benefit of approximately $10 million associated with its 2015 tax returns, but realized as a reduction to its 2016 cash tax payments. The Properties, including land and buildings, were valued by an independent valuation firm for the purpose of the Contribution at $47.1 million.

Upon completion of the Contribution, the Subsidiaries will lease the Properties from the Pension Plan for eleven years. The Contribution will not have any impact on the Company’s day-to-day operations at its newspapers in these locations. The Properties will be managed by an independent real estate investment advisory firm engaged by the Pension Plan.

The Company issued a press release on February 12, 2016, regarding the Contribution to the Pension Plan, a copy of which is filed as Exhibit 99.1 hereto and is incorporated by reference herein.  

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1 99.1	Form of contribution agreement Press Release, dated February 12, 2016

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.

February 12, 2016	The McClatchy Company
	/s/ R. Elaine Lintecum
	By:    R. Elaine Lintecum Title: Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1 99.1	Form and contribution agreement Press Release, dated February 12, 2016

EX-10.1

Exhibit 10.1

CONTRIBUTION AGREEMENT

THIS CONTRIBUTION AGREEMENT (“Agreement”) is entered to be effective as of February 11, 2016 by and among THE MCCLATCHY COMPANY, a Delaware corporation (“McClatchy”), ___________________, a wholly-owned subsidiary of McClatchy (the “Transferor”), THE MCCLATCHY COMPANY RETIREMENT PLAN (the “Plan”), and ___________________ and wholly-owned subsidiary of the Plan (the “Transferee”).

RECITALS

WHEREAS, Transferor is the owner of that certain real property and improvements located thereon commonly known as ___________________ (collectively, the “Contributed Property”). The Contributed Property is more particularly described in Exhibit “A” attached hereto and made a part hereof;

WHEREAS, the benefits under the Plan are funded through a trust, under which The Northern Trust Company is the current trustee, and for purposes of this Agreement such trust shall be treated as indistinguishable from the Plan and a constituent part of the Plan;

WHEREAS, McClatchy is obligated to contribute funds to the Plan, and in partial satisfaction of such obligation desires to cause Transferor (together with certain other subsidiaries of McClatchy) to contribute the Contributed Property (together with certain other real property) to the Plan;

WHEREAS, Transferee is intended to serve as a special purpose entity to a facilitate the transfer of the Contributed Property from Transferor to the Plan;

WHEREAS, upon the contribution of the Contributed Property to Transferee, Transferor will lease the Contributed Property from Transferee pursuant a mutually agreeable lease (the “Lease”); and

WHEREAS, in furtherance of the purposes for which Transferee was established, Transferor desires to contribute its entire interest in the Contributed Property to Transferee, all on the terms and conditions hereinafter set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the parties hereto, intending legally to be bound, hereby agree as follows:

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ARTICLE 1 

Contributions

1.1Covenants. On the Closing Date (as defined below), Transferor agrees to contribute its entire interest in the Contributed Property to Transferee and Transferee agrees to accept such contribution from Transferor and to assume all obligations of Transferor relating to such contribution.

1.2 “AS IS”. Transferee agrees to accept the Contributed Property without representation or warranty from Transferor or any other person or entity, except as may be expressly set forth in this Agreement.

ARTICLE 2

Consideration

McClatchy and the Plan acknowledge and agree that in consideration for the contribution of the Contributed Property to the Transferee, McClatchy shall receive a credit in the amount of __________________________ and No/100 Dollars ($__________.00) (the “Contributed Amount”) against payments due and/or payable by McClatchy to the Plan.

ARTICLE 3

Closing

3.1Closing Procedure. The contribution provided herein shall be consummated (the “Closing”) at a location mutually agreeable to the parties.

3.2Closing Date. The Closing shall occur on February 11, 2016, or such other date as the parties may agree (the “Closing Date”), provided that the Closing shall not occur later than March 31, 2016 (the “Outside Closing Date”).

3.3Title Policy. As a condition precedent to the Closing, Old Republic Title Company (“Title Company”) or such other title insurer mutually agreeable to the parties, shall have irrevocably committed to issue to Transferee, its American Land Title Association standard Owner’s Policy of Title Insurance showing fee title to the Contributed Property vested in Transferee subject only to those exceptions to title expressly approved by Transferee in its sole and absolute discretion (“Title Policy”). The Title Policy shall be issued at Transferor’s expense, with liability in an amount equal to the Contribution Amount.

3.4Transferor Deposits. As a condition precedent to the Closing, McClatchy and Transferor shall cause to be delivered to Title Company, in a timely manner to permit the closing of the transaction contemplated hereby by the Closing Date, the following:

(a)Duly executed and acknowledged Grant Deed, or such similar document as is typically used by Title Company in the state and county in which the Contributed Property is located, conveying Transferor’s entire interest in the Contributed Property to Transferee, reciting that title is subject to real property taxes and assessments not yet due and payable, matters ascertainable by a reasonable inspection and survey of the Contributed Property, matters of public record and any additional off-record matters approved by Transferee; and

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(b)Any other documents or instruments reasonably required by the Title Company to consummate this transaction.

3.5Transferee Deposits. As a condition precedent to the Closing, Transferee and the Plan shall cause to be delivered to Title Company, in a timely manner to permit the closing of the transaction contemplated hereby by the Closing Date, such documents or instruments reasonably required by the Title Company to consummate this transaction.

3.6Lease. As a condition precedent to the Closing, each of Transferor and Transferee shall have executed and delivered to the other party a counterpart of the Lease, provided that such Lease shall not be deemed effective unless and until the Closing occurs.

3.7Further Assurances. Each of Transferor, Transferee, McClatchy and the Plan, at any time and from time to time after the Closing, shall execute, acknowledge where appropriate and deliver such further instruments and documents and to take such other action as the other of them may reasonably request in order to carry out the intent and purpose of this Agreement. The provisions of this Section 3.7 shall survive the Closing.

ARTICLE 4

Closing Costs

McClatchy shall pay (a) all escrow fees and costs, (b) any document recording charges, (c) documentary taxes charged as a result of the transaction described herein, (d) all transfer taxes and fees, and (e) all other costs and expense of escrow and title. Each of McClatchy (on behalf of itself and the Transferor) and the Plan (on behalf of itself and Transferee) shall be responsible for their respective legal fees incurred with regard to entering into this Agreement.

ARTICLE 5

Representations and Warranties

5.1Transferee Representations and Warranties. Transferee represents and warrants to Transferor as follows:

(a)Transferee is a limited liability company, duly organized under the laws of the State of ___________________ with full right, power and authority to fulfill all of its obligations hereunder or as herein contemplated.

(b)The execution and delivery by Transferee of this Agreement and the consummation by Transferee of the transactions contemplated by this Agreement have been duly authorized by all requisite action of Transferee and no other action or approval is required to enable Transferee to consummate the transactions contemplated by this Agreement.

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5.2Transferor Representations and Warranties. Transferor represents and warrants to Transferee as follows:

(a)Transferor is a corporation, duly organized under the laws of the State of ___________________ with full right, power and authority to fulfill all of its obligations hereunder or as herein contemplated.

(b)The execution and delivery by Transferor of this Agreement and the consummation by Transferor of the transactions contemplated by this Agreement have been duly authorized by all requisite action of Transferor and no other action or approval is required to enable Transferor to consummate the transactions contemplated by this Agreement.

ARTICLE 6

Leases/Contracts

6.1Assignment of Leases. Transferor hereby absolutely and presently conveys, transfers, assigns and sets over unto Transferee all leases and licenses, if any, upon the Contributed Property or any portion thereof, together with any modifications, renewals, extensions, substitutions, replacements and/or rearrangements thereof and together with all rents, issues, income and profits due or to become due therefrom and the cash proceeds therefrom; provided, however, that so long as Transferor shall not have committed any default under the Lease beyond any applicable notice and cure period, Transferor will have a license to collect all rents from the leases and licenses and to retain, use and enjoy the same.

6.2 Contracts. Transferor hereby acknowledges and agrees that, unless expressly set forth in this Agreement, Transferor is not assigning, and Transferee is not assuming, any service, maintenance or other contracts relating to the use, maintenance and operation of the Contributed Property or any portion thereof (collectively, the “Contracts”). As such, Transferor shall solely remain bound by Transferor’s obligations under the Contracts.

ARTICLE 7

Miscellaneous

7.1 Notices. All notices, consents, approvals and other communications under this Agreement shall be in writing and shall be deemed to have been duly given or made (a) upon delivery if hand delivered; (b) one (1) business day after delivery to any nationally recognized overnight courier service for next business day delivery, fee prepaid; (c) one (1) business day after facsimile transmission, with transmission verified and a hard copy of the transmission promptly sent by U. S. Mail; or (d) three (3) days after deposit with the United States Postal Service as registered or certified mail, postage prepaid, and in each case addressed to the addresses set forth below, or to such other addresses as the parties may from time to time designate by notice pursuant to this paragraph.

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Transferor or McClatchy:

___________________

c/o The McClatchy Company

2100 Q Street

Sacramento, CA 95816

Attention: R. Elaine Lintecum

Telephone: 916-321-1834

Facsimile: 916-321-1869

With a copy to:

The McClatchy Company

2100 Q Street

Sacramento, CA 95816

Attention: Chad O’Neal Muilenburg, Esq.

Telephone: 916-321-1908

Facsimile: 916-326-5586

Transferee or the Plan:

___________________

c/o WhiteStar Advisors LLC

902 Clint Moore Road, Suite 104

Boca Raton, Florida 33487

Attention: James E. Bishop

Telephone: (561) 999-9949

Facsimile: (561) 999-9948

7.2 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which shall constitute a single instrument.

7.3 Amendments. Except as otherwise provided herein, this Agreement may not be changed, modified, supplemented or terminated, except by an instrument executed by the party hereto which is or will be affected by the terms of such change, modification, supplement or termination.

7.4 Waiver. No waiver by any party hereto of any failure or refusal by any other party hereto to comply with its obligations hereunder shall not be deemed a waiver of any other or subsequent failure or refusal to so comply. Any party hereto may waive compliance by any other party, the other with respect to any of the other’s agreements or obligations set forth herein.

7.5 Brokers. Each of Transferor and McClatchy represents and warrants to Transferee and the Plan that neither Transferor nor McClatchy has dealt with any real estate broker, firm, salesperson or other similar person or entity in connection with the transactions contemplated by this Agreement. Each of Transferee and the Plan represents and warrants to Transferor and McClatchy that neither Transferee nor the Plan has dealt with any real estate broker, firm, salesperson or other similar person or entity in connection with the transactions contemplated by this Agreement.

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7.6 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign its interest under this Agreement without the prior written consent of all other parties. Any purported assignment in violation of this Section 7.6 shall be null and void.

7.7 Partial Invalidity. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law.

7.8 Governing Law. This Agreement has been made pursuant to and shall be governed by the laws of the State of California.

7.9 Consent to Jurisdiction. THE PARTIES IRREVOCABLY AGREE THAT ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LITIGATED IN COURTS HAVING SITUS IN SACRAMENTO, CALIFORNIA. EACH PARTY HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY COURT LOCATED WITHIN SACRAMENTO COUNTY, CALIFORNIA, WAIVES PERSONAL SERVICE OF PROCESS UPON SUCH PARTY, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO SUCH PARTY AT THE ADDRESS SET FORTH IN THIS AGREEMENT AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.

7.10 Conduct of Business. From the date hereof through the Closing Date, Transferor shall cause the Contributed Property to be maintained in the ordinary course of business consistent with past practices; provided, however, that nothing contained in this Section shall be construed as requiring Transferor to undertake or cause to be undertaken major repair or improvement in respect of the Contributed Property.

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IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the day and year first above written.

Transferor:
___________________,a ___________________
By:
	R. Elaine Lintecum, Vice President, Assistant Secretary and Treasurer
Date: February 11, 2016
McClatchy:
THE MCCLATCHY COMPANY, a Delaware corporation
By:
	R. Elaine Lintecum, Vice President – Finance and CFO
Date: February 11, 2016

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Plan:

THE MCCLATCHY COMPANY RETIREMENT PLAN

By: WhiteStar Advisors, LLC, its investment

manager

By:

Name: James E. Bishop

Title: Managing Director

Date: February 11, 2016

Transferee:

___________________,

a ___________________

By: WhiteStar Advisors, LLC, as its Non-Member

Manager

By:   

Name: Joseph Arndt

Title: Senior Vice President

Date: February 11, 2016

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EXHIBIT A

Contributed Property

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EX-99.1

Exhibit 99.1

McClatchy Announces Contribution Of Real Estate To Defined Benefit Pension Plan

SACRAMENTO, Calif., Feb. 12, 2016 /PRNewswire/ -- The McClatchy Company (NYSE: MNI) announced that as of close of business yesterday, Feb. 11, 2016, it has contributed certain company-owned real estate to its qualified defined benefit pension plan. The real estate includes six separate properties, inclusive of certain land and buildings located in Raleigh, NC; Charlotte, NC; Garner, NC; Gulfport, MS; Doral, FL; and Fresno, CA. The properties have been valued by independent appraisals at approximately $47.1 million in total.

The company is leasing back the property from its pension plan for 11 years and will pay aggregate annual rent of approximately $3.5 million to the pension plan. The contribution of the property will have no impact on the company's day-to-day operations at its newspapers, office buildings and/or production centers at these locations. The property will be managed by WhiteStar Advisors, LLC ("WhiteStar"), an independent real estate advisory firm engaged by the pension plan. WhiteStar hired independent real estate appraisers to determine the value of the real estate contributed to the plan.

As previously discussed, McClatchy expects its required pension contribution under federal law to be nominal in 2016. The aforementioned contribution of real estate is expected to more than satisfy the company's required pension contribution for the year. The final amount of the 2016 contribution is expected to be determined in the third quarter of 2016 when the company's actuaries complete the annual valuation of the pension plan.

Pursuant to provisions under its bond indenture governing debt previously issued by Knight Ridder, Inc. (KRI) and assumed by McClatchy in the 2006 acquisition of KRI the company will reduce debt by a minimum of $27.6 million over the next 90 days.

"We view this as a win-win transaction for both the pension plan and the company," said Elaine Lintecum, McClatchy's chief financial officer. "Our pension plan will benefit from rental income paid by the company and we expect it to also benefit from price appreciation as these properties hopefully gain in value over time. The company will, in turn, preserve its cash to repay debt."

Lintecum said, "The company will be able to continue to use the facilities for the foreseeable future and will receive a cash tax benefit of approximately $10 million associated with its 2015 tax returns related to the net tax basis of the property contributed."

About McClatchy

The McClatchy Company is a 21^st century news and information leader, publisher of iconic brands such as the Miami Herald, The Kansas City Star, The Sacramento Bee, The Charlotte Observer, The (Raleigh) News and Observer, and the (Fort Worth) Star-Telegram. McClatchy operates media companies in 28 U.S. markets in 14 states, providing each of its communities with high-quality news and advertising services in a wide array of digital and print formats. McClatchy is headquartered in Sacramento, Calif., and listed on the New York Stock Exchange under the symbol MNI.

Additional Information

Statements in this press release regarding future financial and operating results, including revenues, anticipated savings from cost reduction efforts, cash flows, debt levels, as well as future opportunities for the company and any other statements about 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: the value of any real property contributed to McClatchy's qualified defined benefit pension plan may not gain in value over time; McClatchy may not generate cash from operations, or otherwise, necessary to reduce debt or meet debt covenants as expected; we may not be successful in the reducing debt whether through tenders offers, open market repurchase programs or other negotiated transactions; transactions may not close as anticipated or result in cash distributions in the amount or timing anticipated; McClatchy may not successfully implement audience strategies designed to increase audience revenues and may experience decreased audience volumes or subscriptions; McClatchy may experience diminished revenues from retail, classified, national and direct marketing advertising; McClatchy may not achieve its expense reduction targets including efforts related to legacy expense initiatives or may do harm to its operations in attempting to achieve such targets; McClatchy's operations have been, and will likely continue to be, adversely affected by competition, including competition from internet publishing and advertising platforms; increases in the cost of newsprint; bankruptcies or financial strain of its major advertising customers; litigation or any potential litigation; geo-political uncertainties including the risk of war; changes in printing and distribution costs from anticipated levels, including changes in postal rates or agreements; changes in interest rates; changes in pension assets and liabilities; changes in factors that impact pension contribution requirements, including, without limitation, the value of the company-owned real property that McClatchy has contributed to its pension plan; increased consolidation among major retailers in our markets or other events depressing the level of advertising; our inability to negotiate and obtain favorable terms under collective bargaining agreements with unions; competitive action by other companies; an inability to fully implement and execute its share repurchase plan; 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. 28, 2014, 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.

CONTACT: Stephanie Zarate, Investor Relations Manager, (916) 321-1931, szarate@mcclatchy.com or Elaine Lintecum, Chief Financial Officer, (916) 321-1846, elintecum@mcclatchy.com