UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On October 13, 2020, The New York Times Company (the “Company”) issued a press release announcing that it has entered into an agreement with Massachusetts Mutual Life Insurance Company (“MassMutual”) under which approximately $235 million in pension obligations under The New York Times Companies Pension Plan (the “Pension Plan”) will be transferred to MassMutual.
Under the agreement, MassMutual will assume the obligation to make annuity payments for approximately 1,850 retirees (and beneficiaries). The Company expects to finalize the transaction by early 2021.
The transaction will be funded through existing Pension Plan assets. As a result of the transaction, the Company expects to recognize a non-cash pension settlement charge of approximately $80-85 million before tax in the fourth quarter of 2020. This charge represents the acceleration of deferred charges currently accrued in accumulated other comprehensive income.
A copy of the Company’s press release dated October 13, 2020, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Some of the statements included herein and in the press release, particularly those regarding the expected financial impact of the transaction contemplated by the agreement, are forward-looking statements that involve risks and uncertainties, and actual results could differ materially from those predicted. Factors that could cause actual results to differ include, but are not limited to: the successful closing of the transaction contemplated by the agreement within the estimated timeframe; the Company’s ability to realize the expected benefits from the transaction; and the amount and timing of the expected settlement charge. They also include other risks detailed from time to time in the Company’s publicly filed documents, including its Annual Report on Form 10-K for the fiscal year ended December 29, 2019, as supplemented by its Quarterly Report on Form 10-Q for the fiscal quarter ended June 28, 2020. Any forward-looking statements are and will be based upon the Company’s then current expectations, estimates and assumptions regarding future events and are applicable only as of the dates of such statements. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| Exhibit 99.1 | The New York Times Company Press Release, dated October 13, 2020 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
| THE NEW YORK TIMES COMPANY | ||||||
| Date: October 13, 2020 | By: | /s/ Diane Brayton | ||||
| Diane Brayton | ||||||
| Executive Vice President, General Counsel and Secretary | ||||||