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 |
Exhibit 5.1
[WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION Letterhead]
July 16, 2013
The McClatchy Company
2100 Q Street,
Sacramento, California 95816
Re: The McClatchy Company Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special counsel to The McClatchy Company, a Delaware corporation (the Company), and the Companys subsidiary guarantors named in Schedule I hereto (the Subsidiary Guarantors and, together with the Company, the Registrants), in connection with the filing by the Registrants with the Securities and Exchange Commission (the Commission) of a registration statement on Form S-4 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $910,000,000 in principal amount of its 9.00% Senior Secured Notes due 2022 (the Exchange Notes) to be issued in exchange (the Exchange Offer) for a like principal amount of the Companys outstanding 9.00% Senior Secured Notes due 2022 (the Outstanding Notes) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by each of the Subsidiary Guarantors (each, an Outstanding Guarantee and collectively, the Outstanding Guarantees). The Registration Statement also covers issuance of the guarantees by each of the Subsidiary Guarantors of the Exchange Notes pursuant to the Exchange Offer (the Exchange Notes Guarantees and, together with the Outstanding Guarantees, the Guarantees). The Exchange Notes and the Exchange Notes Guarantees to be issued pursuant to the Exchange Offer are collectively referred to herein as the Securities. The Outstanding Notes and Outstanding Guarantees were issued, and the Securities will be issued, pursuant to an Indenture, dated as of December 18, 2012 (the Indenture), among the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
In rendering the opinions expressed below, we have examined originals or copies of: (a) the Registration Statement, in the form filed with the Commission; (b) the Registration Rights Agreement, dated as of December 18, 2012, by and among the Company, the Subsidiary Guarantors and the initial purchasers listed therein; (c) the Indenture; (d) specimens of the certificates representing the Exchange Notes and the Exchange Notes Guarantees, included as exhibits to the Indenture; and (e) the other documents delivered by or on behalf of the Company, the Subsidiary Guarantors and the Trustee as of the date hereof in connection with the delivery of
the Securities. We have also examined such other documents as we have deemed necessary or appropriate as a basis for the opinions set forth below.
We have assumed the following: (a) the genuineness of all signatures; (b) the authenticity of all documents submitted to us as originals; (c) the conformity to authentic original documents of all documents submitted to us as copies; (d) the truth, accuracy and completeness of the factual information and factual matters, contained in the records, documents, instruments and certificates we have reviewed as of their stated dates and as of the date hereof; (e) the legal capacity of natural persons; (f) that the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes a legally valid, binding and enforceable obligation of the Trustee enforceable against the Trustee in accordance with its terms; and (g) that the Exchange Notes will be duly authenticated by the Trustee. As to any facts material to the opinions expressed herein that were not independently established or verified, we have relied upon oral or written statements and representations of officers and other representatives of the Company and others.
We express no opinion as to any matter relating to laws of any jurisdiction other than the laws of the State of California, the laws of the State of Delaware, the laws of the State of New York, the laws of the State of Texas, the laws of the State of Washington, the federal laws of the United States of America and, with respect to paragraph 2 below as to the valid and binding obligations of the Exchange Notes Guarantees for the Specified Subsidiary Guarantors, the laws of Alaska, Florida, Georgia, Illinois, Kansas, Kentucky, Mississippi, Missouri, North Carolina, Pennsylvania, South Carolina and Utah to the extent of our reliance on the opinions of local counsel in such jurisdictions, as each such laws are in effect on the date hereof, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws or other laws of any other nation, state or jurisdiction.
We express no opinion as to (i) the effect of any bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws relating to or affecting the rights of creditors generally, including, without limitation, laws relating to fraudulent transfers or conveyances and preferences; (ii) rights to indemnification and contribution which may be limited by applicable law or equitable principles, or (iii) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, the effect of judicial discretion and the possible unavailability of specific performance, injunctive relief or other equitable relief, and limitations on rights of acceleration, whether considered in a proceeding in equity or at law.
With regard to our opinion in paragraph 2 below relating to the valid and binding obligation of the Exchange Notes Guarantees by Subsidiary Guarantors incorporated in states other than California, Delaware, New York, Texas or Washington (the Specified Subsidiary Guarantors), we have relied on the legal opinions from the law firms listed on Schedule II hereto to the extent necessary to deliver the opinion set forth in paragraph 2 below that each such Subsidiary Guarantor has duly authorized, executed, issued and delivered such agreements to which it is a party and that each such Subsidiary Guarantor has the corporate power and authority to enter into such agreements and to perform the terms and conditions of such agreements to be performed by it. We understand that
you are receiving legal opinions as to such other Subsidiary Guarantor matters from the law firms listed on Schedule II hereto.
On the basis of the foregoing and in reliance thereon and having regard for legal considerations which we deem relevant, and subject to the limitations and qualifications set forth herein, we advise you that in our opinion:
1. When (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any), shall have become effective under the Securities Act and (ii) the Exchange Notes have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Outstanding Notes in accordance with the terms of the Exchange Offer, the Exchange Notes will constitute binding obligations of the Company, enforceable against the Company in accordance with their terms; and
2. When (i) the Registration Statement, as finally amended (including all necessary post-effective amendments, if any) shall have become effective under the Securities Act, (ii) the Exchange Notes have been duly executed and delivered by the Company and authenticated by the Trustee in accordance with the provisions of the Indenture, and exchanged for the Outstanding Notes in accordance with the terms of the Exchange Offer, and (iii) the Exchange Notes Guarantees have been duly executed and delivered by the respective Subsidiary Guarantor in accordance with the provisions of the Indenture, and exchanged for the Outstanding Guarantees in accordance with the terms of the Exchange Offer, the Exchange Notes Guarantees will constitute binding obligations of the applicable Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with their terms.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption Legal Matters in the prospectus forming part of the Registration Statement and any amendments thereto. In giving such consent, we do not concede that we are experts within the meaning of the Securities Act or the rules and regulations thereunder or that this consent is required by Section 7 of the Securities Act. This opinion letter speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of such date.
|
Very truly yours, |
|
|
|
/s/ WILSON SONSINI GOODRICH & ROSATI, P.C. |
|
|
|
WILSON SONSINI GOODRICH & ROSATI, |
|
Professional Corporation |
Schedule I
Subsidiary Guarantors
Newsprint Ventures, Inc., a California corporation
McClatchy Newspapers, Inc., a Delaware corporation
McClatchy Management Services, Inc., a Delaware corporation
McClatchy U.S.A., Inc., a Delaware corporation
McClatchy Investment Company, a Delaware corporation
Miami Herald Media Company, a Delaware corporation
The Charlotte Observer Publishing Company, a Delaware corporation
Star-Telegram, Inc., a Delaware corporation
Wingate Paper Company, a Delaware corporation
McClatchy Interactive West, a Delaware corporation
Bellingham Herald Publishing, LLC, a Delaware limited liability company
Cypress Media, LLC, a Delaware limited liability company
Idaho Statesman Publishing, LLC, a Delaware limited liability company
Olympian Publishing, LLC, a Delaware limited liability company
San Luis Obispo Tribune, LLC, a Delaware limited liability company
McClatchy Interactive LLC, a Delaware limited liability company
Cypress Media, Inc., a New York corporation
Nor-Tex Publishing, Inc., a Texas corporation
Mail Advertising Corporation, a Texas corporation
Olympic-Cascade Publishing, Inc., a Washington corporation
Tacoma News, Inc., a Washington corporation
Anchorage Daily News, Inc., an Alaska corporation
Pacific Northwest Publishing Company, Inc., a Florida corporation
The Bradenton Herald, Inc., a Florida corporation
Aboard Publishing, Inc., a Florida corporation
Keynoter Publishing Company, Inc., a Florida corporation
Biscayne Bay Publishing, Inc., a Florida corporation
Macon Telegraph Publishing Company, a Georgia corporation
Columbus-Ledger Enquirer, Inc., a Georgia corporation
Quad County Publishing, Inc., an Illinois corporation
Keltatim Publishing Company, Inc., a Kansas corporation
Wichita Eagle and Beacon Publishing Company, Inc., a Kansas corporation
Lexington H-L Services, Inc., a Kentucky corporation
Gulf Publishing Company, Inc., a Mississippi corporation
HLB Newspapers, Inc., a Missouri corporation
Lees Summit Journal, Incorporated, a Missouri corporation
Belton Publishing Company, Inc., a Missouri corporation
Cass County Publishing Company, a Missouri corporation
The News and Observer Publishing Company, a North Carolina corporation
Nittany Printing and Publishing Company, a Pennsylvania corporation
East Coast Newspapers, Inc., a South Carolina corporation
The State Media Company, a South Carolina corporation
The Sun Publishing Company, Inc., a South Carolina corporation
Tribune Newsprint Company, a Utah corporation
Schedule II
Law Firms Representing Subsidiary Guarantors
Subsidiary Guarantor |
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Law Firm Providing Legal |
Anchorage Daily News, Inc., an Alaska corporation |
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Davis Wright Termaine LLP |
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Pacific Northwest Publishing Company, Inc., a Florida corporation The Bradenton Herald, Inc., a Florida corporation Aboard Publishing, Inc., a Florida corporation Keynoter Publishing Company, Inc., a Florida corporation Biscayne Bay Publishing, Inc., a Florida corporation |
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Holland & Knight LLP |
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Macon Telegraph Publishing Company, a Georgia corporation Columbus Ledger-Enquirer, Inc., a Georgia corporation |
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Carlton Fields, P.A. |
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Quad County Publishing, Inc., an Illinois corporation |
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Lewis, Rice & Fingersh, L.C. |
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Keltatim Publishing Company, Inc., a Kansas corporation Wichita Eagle and Beacon Publishing Company, a Kansas corporation |
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Fleeson, Gooing, Coulson & Kitch, L.L.C. |
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Lexington H-L Services, Inc., a Kentucky corporation |
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Stoll Keenon Ogden PLLC |
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Gulf Publishing Company, Inc., a Mississippi corporation |
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Jones Walker, L.L.P. |
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HLB Newspapers, Inc., a Missouri corporation Lees Summit Journal, Incorporated, a Missouri corporation Belton Publishing Company, Inc. , a Missouri corporation Cass County Publishing Company, a Missouri corporation |
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Lewis, Rice & Fingersh, P.C. |
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The News and Observer Publishing Company, a North Carolina corporation |
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McGuire Woods LLP |
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Nittany Printing and Publishing Company, a Pennsylvania corporation |
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Fox Rothschild LLP |
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East Coast Newspapers, Inc., a South Carolina corporation The State Media Company, a South Carolina corporation The Sun Publishing Company, Inc., a South Carolina corporation |
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Carl F. Muller, Attorney at Law |
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|
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Tribune Newsprint Company, a Utah corporation |
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Holland & Hart LLP |
Exhibit 5.2.1
[Davis Wright Termaine LLP Letterhead]
July 16, 2013
The McClatchy Company
2100 Q Street,
Sacramento, California 95816
Re: The McClatchy CompanyLocal Counsel Opinion for Anchorage Daily News, Inc. as a Subsidiary Guarantor
Ladies and Gentlemen:
We have acted as special counsel to Anchorage Daily News, Inc., an Alaska corporation (Guarantor), and a subsidiary of The McClatchy Company, a Delaware corporation (Company), in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-4 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $910,000,000 in principal amount of its 9.00% Senior Secured Notes due 2022 (the Exchange Notes) to be issued in exchange (the Exchange Offer) for a like principal amount of the Companys outstanding 9.00% Senior Secured Notes due 2022 (the Outstanding Notes) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by each of the subsidiary guarantors party thereto (each, an Outstanding Guarantee and collectively, the Outstanding Guarantees). The Registration Statement also covers issuance of the guarantees by each of the subsidiary guarantors of the Exchange Notes pursuant to the Exchange Offer (the Exchange Guarantees and, together with the Outstanding Guarantees, the Guarantees). The Exchange Notes and the Exchange Guarantees to be issued pursuant to the Exchange Offer are collectively referred to herein as the Securities. The Outstanding Notes and Outstanding Guarantees were issued, and the Securities will be issued, pursuant to an Indenture, dated as of December 18, 2012 (the Indenture) among the Company, the subsidiary guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee.
The law covered by the opinions expressed herein is limited to the laws of the State of Alaska.
A. Documents and Matters Examined
In connection with this opinion letter, we have examined copies of the following listed documents and such other documents as we have deemed relevant or necessary as the basis for the opinions herein expressed:
A-1 The Indenture;
A-2 Specimens of the certificates representing the Exchange Notes and the Exchange Guarantees, included as exhibits to the Indenture;
A-3 Articles of Incorporation and Bylaws of Guarantor certified by the secretary of Guarantor as of the date hereof;
A-4 Unanimous Written Consent Of Sole Stockholder Of Anchorage Daily News, Inc. as of September 26, 2008, amending Guarantors Bylaws, certified by the secretary of Guarantor;
A-5 A certificate from the State of Alaska as to the formation and good standing of Guarantor under the laws of the State of Alaska as of June 10, 2013;
A-6 Written consent adopted by the board of directors of Guarantor as of November 30, 2012, certified by the secretary of Guarantor, relating to the authorization of the execution and delivery by Guarantor of, and the performance by Guarantor of its obligations under the terms of, the Exchange Guarantees;
A-7 Secretarys certificate certifying the authority and true signatures of the officers of Guarantor authorized to sign all documents executed and delivered in connection with the Registration Statement and certifying as to other factual matters.
B. Assumptions
For purposes of this opinion letter, we have relied on the following assumptions:
B-1 The genuineness of all signatures, the authenticity and completeness of all documents submitted to us as originals, and the conformity to original documents of all copies submitted to us.
B-2 That (a) the representations and warranties as to factual matters made by the parties to the documents in Section A and pursuant thereto are correct, (b) the representations and warranties made by officers or members of the Guarantor as to factual matters made in the certificates delivered in connection with the documents in Section A are correct; and (c) the
parties to the documents in Section A other than the Guarantor have complied and will comply with their obligations under the those documents.
B-3 That value has been received by the Guarantor in consideration of the Exchange Guarantees.
C. Opinions
Based on the foregoing examinations and assumptions and subject to the qualifications and exclusions stated below, we are of the opinion that:
C-1 Guarantor is a corporation duly incorporated and validly existing under Alaska law and is in good standing under such laws.
C-2 Guarantor has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Guarantees and to carry out and perform its obligations under the terms of the Exchange Guarantees.
C-3 All corporate action on the part of Guarantor, its directors, and shareholders necessary for the authorization, execution, and delivery of the Exchange Guarantees, and the performance by Guarantor of its obligations under the Exchange Guarantees, has been taken.
D. Exclusions
We express no opinion as to the following:
D-1 The enforceability or legal effect of any provision of the Indenture, Exchange Notes, the Exchange Guarantees, or any of the related transaction documents referenced in this opinion.
D-2 Any matter relating to the laws of any jurisdiction other than the laws of the State of Alaska, as such are in effect on the date of this letter, and we have made no inquiry into, and we express no opinion as to, the statutes, regulations, treaties, common laws, or other laws of any other nation, state, or jurisdiction or whether the laws of any particular jurisdiction govern any aspect of the Indenture, Exchange Notes, the Exchange Guarantees or any of the related transaction documents referenced in this opinion.
D-3 Compliance or noncompliance (or the effect thereof) with any state or federal securities laws, including, without limitation, the anti-fraud provisions thereof.
* * * * *
This opinion speaks only at and as of its date and is based solely on the facts and circumstances known to us at and as of that date. In addition, in rendering this opinion, we assume no obligation to revise or supplement this opinion should the present laws of the jurisdictions mentioned herein be changed by legislative action, judicial decision, or otherwise.
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Very truly yours, |
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/s/ Davis Wright Tremaine LLP |
Exhibit 5.2.7
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190 EAST CAPITOL STREET, SUITE 800 (39201) 601-949-4900 www.joneswalker.com |
July 16, 2013
The McClatchy Company
2100 Q Street
Sacramento, California 95816
Re: The McClatchy Company Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as special local counsel to The McClatchy Company, a Delaware corporation (the Company) and Gulf Publishing Company, Inc., a Mississippi corporation (the Guarantor), in connection with the filing with the Securities and Exchange Commission (the Commission) of a registration statement on Form S-4 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $910,000,000 in principal amount of its 9.00% Senior Secured Notes due 2022 (the Exchange Notes) to be issued in exchange (the Exchange Offer) for a like principal amount of the Companys outstanding 9.00% Senior Secured Notes due 2022 (the Outstanding Notes) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by the Guarantor (the Outstanding Guarantee). The Registration Statement also covers issuance of the guarantee by the Guarantor of the Exchange Notes pursuant to the Exchange Offer (the Exchange Notes Guarantee). The Exchange Notes and the Exchange Notes Guarantee to be issued pursuant to the Exchange Offer are collectively referred to herein as the Securities. The Outstanding Notes and Outstanding Guarantee were issued, and the Securities will be issued, pursuant to an Indenture, dated as of December 18, 2012 (the Indenture), among the Company, the subsidiary guarantors named therein (the Subsidiary Guarantors) and The Bank of New York Mellon Trust Company, N.A., as trustee (the Trustee).
Our opinion is based on our review of the following documents (collectively, the Transaction Documents), the Corporate Documents (as hereinafter defined) and all such other documents and rules of law as we have deemed necessary to give this opinion: (a) the Registration Statement, in the form filed with the Commission; (b) the Registration Rights
ALABAMA · ARIZONA · CALIFORNIA · DISTRICT OF COLUMBIA · FLORIDA · GEORGIA · LOUISIANA · MISSISSIPPI · NEW YORK · TEXAS
Agreement, dated as of December 18, 2012, by and among the Company, the Subsidiary Guarantors and the initial purchasers listed therein; (c) the Indenture; and (d) specimens of the certificates representing the Exchange Notes and the Exchange Notes Guarantee, included as exhibits to the Indenture.
Capitalized terms not otherwise defined herein shall have the meaning set forth in the Indenture.
We are members of the Mississippi State Bar, do not purport to be experts on or generally familiar with or qualified to express opinions based on the laws of any states other than the State of Mississippi. We express no opinion herein concerning any laws other than the laws of the State of Mississippi.
We have reviewed copies of: (i) a Certificate of Existence/Authority (the Certificate of Good Standing) for the Guarantor, dated as of dated as of June 11, 2013, issued by the Mississippi Secretary of State; (ii) the Articles of Incorporation of the Guarantor, dated June 12, 1968, as amended by the Articles of Amendment dated August 8, 1968 (collectively, the Charter); (iii) the Bylaws of the Guarantor (the Bylaws); and (iv) the Action by Unanimous Written Consent of the Board of Directors of Guarantor, dated November 30, 2012 (the Resolutions and together with the Certificate of Good Standing, the Charter, and the Bylaws, collectively, the Corporate Documents).
We have assumed, with your permission the following:
(a) The genuineness of all signatures on and the authenticity of all documents submitted to us as originals.
(b) The conformity to original documents of documents submitted to us as certified or photostatic copies.
(c) Any documents that are expressly governed by the laws of a state other than the State of Mississippi pursuant to a provision in such document constitute the legal, valid, binding and enforceable obligations of the parties thereto under the laws of the jurisdiction chosen.
(d) Each of the parties to the Transaction Documents, except for the Guarantor, (i) is duly organized and incorporated, (ii) is validly existing, (iii) is in good standing under the laws of the respective jurisdiction of its incorporation or its organization and (iv) has the full power and authority under the laws of the jurisdiction of its respective incorporation or organization to enter into the transactions contemplated by the Transaction Documents to which each is a party, to execute and deliver the Transaction Documents to which each is a party and to perform its respective duties, obligations and privileges expressed in the Transaction Documents executed by each.
(e) The Transaction Documents have been duly authorized, executed and delivered by the parties thereto, except for the Guarantor, for reasonably equivalent value
received by each such party and the Company and the Guarantor shall receive benefits and/or consideration for the Notes being issued by the Company under the Transaction Documents.
(f) That all natural persons involved in the transactions contemplated by the Transaction Documents or any documents executed in connection with the Transaction Documents have sufficient legal capacity to enter into and perform their respective obligations under the Transaction Documents and to carry out their roles in the Transaction Documents.
(g) That the conduct of the parties to the Transaction Documents and their counsel complies with any requirement of good faith, fair dealing and conscionability and without notice or knowledge of any defense against the enforcement of any rights created by, or adverse claim to any property or security interest transferred or created by any of the Transaction Documents.
(h) There has not been any mutual mistake of fact or misunderstanding, fraud, duress or undue influence.
(i) That the representations and warranties as to factual matters made by the parties to the Transaction Documents and pursuant thereto are correct.
(j) That the representations and warranties made by officers or members of the Company and the Guarantor as to factual matters made in the certificates delivered in connection with the Transaction Documents are correct.
(k) That the parties to the Transaction Documents (other than the Guarantor) have complied and will comply with their obligations under the Transaction Documents.
Based upon and subject to the foregoing, and in reliance on and subject to the assumptions, qualifications, exceptions and limitations set forth herein, we are of the opinion that:
1. The Guarantor is a corporation duly incorporated and validly existing under the laws of the State of Mississippi and is in good standing under such laws.
2. The Guarantor has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Guarantee and to carry out and perform its obligations under the terms of the Exchange Guarantee.
3. All corporate action on the part of the Guarantor, its directors and shareholders necessary for the authorization, execution and delivery of the Exchange Guarantee, and the performance by the Guarantor of its obligations under the Exchange Guarantee, has been taken.
We express no opinion as to the enforceability of any partys obligations under any of the Transaction Documents.
The opinions expressed in this letter are rendered as of the date hereof and are based on statutory and case law in effect as of the date hereof. We undertake no obligation to advise you of any change in any matters herein, whether legal or factual, after the date hereof.
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Very truly yours, | |
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JONES WALKER, L.L.P. | |
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By: |
/s/ Aileen S. Thomas |
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Aileen S. Thomas, Partner |
Exhibit 5.2.10
July 16, 2013
The McClatchy Company
2100 Q Street
Sacramento, California 95816
Re: Exchange of 9.00% Senior Secured Notes due 2022 by The McClatchy Company
Ladies and Gentlemen:
We have served as local Pennsylvania counsel for Nittany Printing and Publishing Company, a Pennsylvania corporation (Nittany Printing), and a subsidiary of The McClatchy Company, a Delaware corporation (the Company), solely for purposes of rendering this opinion in connection with the filing with the Securities and Exchange Commission of a registration statement on form S-4 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $910,000,000 in principal amount of its 9.00% Senior Secured Notes due 2022 (the Exchange Notes), to be issued in exchange (the Exchange Offer) for all of the Companys original unregistered 9.00% Senior Secured Notes due 2022 (the Original Notes) upon the terms set forth in the Registration Statement. The Original Notes are guaranteed (the Original Guarantees) by each of the subsidiary guarantors party thereto, including Nittany Printing (the Guarantors). The Registration Statement also covers the issuance of the guarantees by the Guarantors of the Exchange Notes pursuant to the Exchange Offer (the Exchange Guarantees). The Original Notes and the Original Guarantees were issued, and the Exchange Notes and the Exchange Guarantees will be issued, pursuant to the Indenture, dated as of December 18, 2012, among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee and as Collateral Agent (the Indenture).
The McClatchy Company
July 20, 2013
This opinion is being furnished to you at the request of Nittany Printing.
In rendering the opinions set forth herein, we have examined copies of the following documents, each dated as of the date hereof unless otherwise specified:
(a) the Indenture;
(b) the Registration Statement;
(c) the Articles of Incorporation of Nittany Printing, filed in the Department of State of the Commonwealth of Pennsylvania on September 1, 1903, as amended, certified by the Secretary of the Commonwealth of Pennsylvania on November 28, 2012;
(d) the By-laws of Nittany Printing, undated;
(e) the Subsistence Certificate for Nittany Printing, issued by the Department of State of the Commonwealth of Pennsylvania on June 10, 2013 (the Subsistence Certificate); and
(f) the Action by Unanimous Written Consent of the Board of Directors of Nittany Printing, dated November 30, 2013.
We call to your attention that we have made such examination of law as we have deemed necessary for purposes of this opinion.
In our examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as certified or photocopies, the authenticity of the originals of such latter documents, the accuracy and completeness of all documents and records reviewed by us, the accuracy, completeness and authenticity of each certificate issued by any government official, office or agency and the absence of change in the information contained therein from the effective date of any such certificate.
Our opinion is limited in all respects to the laws of the Commonwealth of Pennsylvania.
Based upon and subject to the foregoing and the qualifications hereinafter set forth, we are of the opinion that:
1. Nittany Printing is duly incorporated and, based solely upon the Subsistence Certificate, is validly existing and presently subsisting under the laws of the Commonwealth of Pennsylvania.
2. Nittany Printing has the corporate power to (i) guarantee the Exchange Notes; and (ii) execute and deliver the Exchange Guarantees and to carry out and perform its obligations under the terms of the Exchange Guarantees.
3. The execution and delivery by Nittany Printing of the Exchange Guarantee and the performance of its obligations thereunder have been duly authorized by all necessary corporate action of Nittany Printing.
The McClatchy Company
July 20, 2013
The opinions expressed herein represent our reasonable professional judgment as to the matters of law addressed herein, based upon the facts presented or assumed, and are not guarantees that a court will reach any particular result.
This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. This opinion letter is given as of the date hereof, and we expressly disclaim any obligation to update or supplement our opinions contained herein to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws that may hereafter occur.
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Very truly yours, |
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/s/ Fox Rothschild LLP |
Exhibit 5.2.11
[Carl Muller, Attorney at Law, P.A. Letterhead]
July 16, 2013
The McClatchy Company
2100 Q Street
Sacramento, CA 95816
Re: Guarantees by South Carolina Subsidiaries of The McClatchy Company
Ladies and Gentlemen:
We have acted as South Carolina counsel to The McClatchy Company, a Delaware corporation (the Company), and the Companys three South Carolina subsidiaries, which are The State Media Company f/k/a The State Publishing Company and Columbia State, Inc., East Coast Newspapers, Inc. and The Sun Publishing Company, Inc. (the S.C. Subsidiaries), in connection with the filing with the Securities and Exchange Commission of a registration statement on Form S-4 (the Registration Statement) under the Securities Act of 1933, as amended (the Securities Act). Pursuant to the Registration Statement, the Company is registering under the Securities Act an aggregate of up to $910,000,000 in principal amount of 9.00% Senior Secured Notes due 2022 (the Exchange Notes) to be issued in exchange (the Exchange Offer) for a like principal amount of the Companys outstanding 9.00% Senior Secured Notes due 2022 (the Outstanding Notes) upon the terms set forth in the Registration Statement and the letter of transmittal filed as an exhibit thereto. The Outstanding Notes are guaranteed by the S.C. Subsidiaries (the Outstanding Guarantees). The Registration Statement also covers issuance of the guarantees by the S. C. Subsidiaries of the Exchange Notes pursuant to the Exchange Offer (the Exchange Notes Guarantees). The Exchange Notes and the Exchange Notes Guarantees to be issued pursuant to the Exchange Offer are collectively referred to herein as the Securities. The Outstanding Notes and Outstanding Guarantees were issued, and the Securities will be issued, pursuant to an Indenture, dated as of December 18, 2012 (the Indenture), among the Company, the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms not otherwise defined herein shall have the meanings described in the Registration Statement.
We understand that the S. C. Subsidiaries are engaged solely in the publication of newspapers.
In this capacity, and for purposes of rendering this opinion, we have examined copies of the following documents:
1. The Indenture;
2. A specimen copy of an Exchange Note and the Exchange Notes Guarantees of the S C. Subsidiaries, included as exhibits to the Indenture;
3. Certificates of Existence dated on or about June 12, 2013, from the South Carolina Secretary of State for each of the S. C. Subsidiaries;
4. Articles of Incorporation and By-Laws for each of the S. C. Subsidiaries;
5. Corporate actions dated on or about June 1, 2013 concerning the election of directors and officers of the S. C. Subsidiaries; and
6. Resolutions of each of the S. C. Subsidiaries dated on or about November 30, 2012, approving the Exchange notes Guarantees,
in each instance sent to us by Wilson, Sonsini, Goodrich & Rosati, P.C. (WSGR), counsel to you. We have assumed the genuineness, accuracy, truthfulness, completeness and continuing validity of each of these documents and the matters described therein and not undertaken any independent investigation or confirmation of any documents or factual matters. We have further assumed that the S. C. Subsidiaries have received value in exchange for execution of the various documents executed by them.
The law covered by the opinions expressed herein is limited to the laws of the State of South Carolina. We express no opinion with regard to any matter that is or may be (or that purports to be) governed by the law of any other state, governmental entity or jurisdiction.
Based upon and subject to the foregoing and the comments, limitations, and qualifications set forth below, we are of the opinion that:
1. Each S. C. Subsidiary is a corporation duly incorporated and validly existing under the laws of the State of South Carolina and is in good standing under such laws.
2. Each S. C. Subsidiary has the corporate power to (a) guarantee the Exchange Notes and (b) execute and deliver the Exchange Notes Guarantees and to carry out and perform its respective obligations under the under the terms of the Exchange Notes Guarantees;
3. All corporate action on the part of each S. C. Subsidiary, its directors and shareholders necessary for the authorization, execution and delivery of the Exchange Notes Guarantees, and the performance by such S. C. Subsidiary of its obligations under the Exchange Notes Guarantees, has been taken.
No opinion is provided as to the enforceability or binding effect of any document. No opinion is given as to title of property or existence or priority of any lien. No opinion is given concerning any securities laws or securities matters.
Each of the opinions expressed above is subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or conveyance, receivership, and similar laws now or hereafter in effect relating to or limiting creditors rights or remedies generally and, also, general principles of equity, whether considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding may be brought.
Our opinions set forth in this letter are based upon the facts in existence and laws in effect on the date hereof. This letter speaks only as of its date, and we expressly disclaim any obligation to update this opinion in the event of any change (regardless of whether it comes to our attention) in law or fact after the date of this letter. This opinion is limited to the matters expressly set forth herein and no opinion is implied or may be inferred beyond the matters expressly stated herein. This opinion is rendered solely for your benefit and the benefit of the Purchasers of the Exchange Notes in connection with the Registration Statement relating to the Exchange Notes Guarantees. This opinion may not be used or relied upon by any other person or for any other purpose without our prior written consent.
Sincerely yours,
/s/ CARL F. MULLER, ATTORNEY AT LAW, P.A.
CARL F. MULLER, ATTORNEY AT LAW, P.A.
3_P")K:HH M#WC%_P"$OT+_`)_'_P#`>3_XFC_A+]"_Y_'_`/`>3_XFMJB@+2[F+_PE^A?\ M_C_^`\G_`,31_P`)?H7_`#^/_P"`\G_Q-;5%`6EW,7_A+]"_Y_'_`/`>3_XF MC_A+]"_Y_'_\!Y/_`(FMJB@+2[F+_P`)?H7_`#^/_P"`\G_Q-'_"7Z%_S^/_ M`.`\G_Q-;5%`6EW,7_A+]"_Y_'_\!Y/_`(FC_A+]"_Y_'_\``>3_`.)K:HH# MWC%_X2_0O^?Q_P#P'D_^)H_X2_0O^?Q__`>3_P")K:HH"TNYB_\`"7Z%_P`_ MC_\`@/)_\31_PE^A?\_C_P#@/)_\36U10'O&+_PE^A?\_C_^`\G_`,31_P`) M?H7_`#^/_P"`\G_Q-;5%`>\16MS%>6R7$#%HI!E25(R/H>:FI*6@HYS4-4&E M>(KNXN)IC:P:>LQA#9&\R%>!ZG@5:N]=ELIS;SV7[Y[9[B$++D/LQN4G'!Y' MM4HT<7-[=76HK%+Y\/V?RE!*^6&)YSW.?TJ4Z-9,K!U=RT1AW-(Q94/50>HZ M4`4H_$J3P2R0VQW06\DLT3OMDB=,91ACKSUZ4W_A*$&EKJ#6V(69`SABRQ;E MW9?Y<@#(!.#UK0ET>QFDDE>`>;-!]GDD!(9X_0GO34T6TC1$0S`1J$3]\WRJ M`1CKTP:`(M32[U'0C+83&&ZV++%Y4F58CG;D=5/3/OFN?MM:$NJJQO9S9W$0 MO(D,AW*X&UK?\^<=>HKL+>WBM+>.W@C$<42A41>B@=!50:'IBE2+.,%;DW0X MZ2GJWUH`J6&IK:ZA#HL\CRW;PM*TCR9&_@E/7@'/TI#XC*^&)-;-GQ&6S#YG M.`^WKCVS5UM&LG9'9&WQS&=7WG<'(P3GZ'&.E0_\(YIOV)K+9*;=@1Y?G-CE MMQ[^M`%>7Q)Y>GQZ@MLCVTUPD,3B;[VYMNXC'`![=:9?>*A8)`[VJL)H))E_ M?8W;2`%&1R6W#'3TJZWA[3F+GRY%#S+.P65@/,&,-C/!X!I9=!T^=PT\33'8 MZ'S)&8%7Y8')]A^0H`36+ZXM-&-Y;@1R@Q_+*N<;F`((SUYIU[=W$&J:;;1L MGEW+NLF5R?E0MQZ=*EFTRVN-/%C,)'@&W@R')PPICZ/:R31S.9C+$Q9 M'\YL@D;3W]*`*-_J>HP:I<6]I&D_E10ND.PY 3_`.)H_P"$OT+_`)_'_P#`>3_X MFMJB@5I=S%_X2_0O^?Q__`>3_P")H_X2_0O^?Q__``'D_P#B:VJ*`]XQ?^$O MT+_G\?\`\!Y/_B:/^$OT+_G\?_P'D_\`B:VJ*`M+N8O_``E^A?\`/X__`(#R M?_$T?\)?H7_/X_\`X#R?_$UM44![QB_\)?H7_/X__@/)_P#$T?\`"7Z%_P`_ MC_\`@/)_\36U10%I=S%_X2_0O^?Q_P#P'D_^)H_X2_0O^?Q__`>3_P")K:HH M"TNYB_\`"7Z%_P`_C_\`@/)_\31_PE^A?\_C_P#@/)_\36U10%I=S%_X2_0O M^?Q__`>3_P")H_X2_0O^?Q__``'D_P#B:VJ*`M+N8O\`PE^A?\_C_P#@/)_\ M31_PE^A?\_C_`/@/)_\`$UM44!:7 3_`.)H_P"$OT+_`)_'_P#`>3_XFMJB@+2[F+_PE^A?\_C_`/@/ M)_\`$T?\)?H7_/X__@/)_P#$UM44!:7/J0*TJ2EH&O,_]D_ ` end