S-4/A 1 a2215781zs-4a.htm S-4/A
QuickLinks -- Click here to rapidly navigate through this document

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)

 

(1)
Represents the maximum principal amount at maturity of 9.00% Senior Secured Notes due 2022 that may be issued pursuant to the exchange offer described in this registration statement. The statement fee was calculated pursuant to Rule 457(f) under the Securities Act of 1933.

(2)
The guarantors are U.S. wholly-owned subsidiaries of The McClatchy Company and have guaranteed the notes being registered.

(3)
Pursuant to Rule 457(n) under the Securities Act of 1933, no separate fee is payable for the guarantees of the notes.

(4)
Previously paid.



          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.



PART II

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



Item 22.    Undertakings

        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



SIGNATURES

        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        

(1)
Mr. Talamantes, Ms. Lintecum and Mr. Zieman comprise the entirety of the board of directors of Belton Publishing Company, Inc., Bradenton Herald, Inc., Cass County Publishing Company, The Charlotte Observer Publishing Company, Columbus Ledger-Enquirer, Inc., East Coast Newspapers, Inc., Gulf Publishing Company, Inc., Keltatim Publishing Company, Inc., The Keynoter Publishing Company, Inc., Lee's Summit Journal, Incorporated, Macon Telegraph Publishing Company, Mail Advertising Corporation, Miami Herald Media Company, The News and Observer Publishing Company, Quad County Publishing, Inc., The State Media Company, The Sun Publishing Company, Inc., and Wichita Eagle and Beacon Publishing Company.

(2)
Mr. Talamantes, Ms. Lintecum and Ms. Morgan-Prager comprise the entirety of the board of directors of Aboard Publishing, Inc., Biscayne Bay Publishing, Inc., McClatchy Investment Company, McClatchy Management Services, Inc., Newsprint Ventures, Inc., and Wingate Paper Company.

(3)
Mr. Talamantes, Ms. Lintecum and Mr. Hendricks comprise the entirety of the board of directors of McClatchy Interactive West and McClatchy U.S.A., Inc.

II-24


(4)
Mr. Talamantes, Ms. Lintecum and Mr. Weil comprise the entirety of the board of directors of Anchorage Daily News, Inc., Lexington H-L Services, Inc., Nittany Printing and Publishing Company, Nor-Tex Publishing, Inc., Olympic-Cascade Publishing, Inc., Pacific Northwest Publishing Company, Inc., Star-Telegram, Inc., Tacoma News, Inc., and Tribune Newsprint Company.

(5)
Mr. Talamantes, Ms. Lintecum, Ms. Morgan-Prager and Mr. Zieman comprise the entirety of the board of directors of HLB Newspapers, Inc.

(6)
Mr. Talamantes, Ms. Lintecum, Ms. Morgan-Prager, Mr. Weil and Mr. Zieman comprise the entirety of the board of directors of Cypress Media, Inc.

(7)
Mr. Talamantes, Ms. Lintecum, Mr. Weil and Mr. Zieman comprise the entirety of the board of directors of McClatchy Newspapers, Inc.

(8)
Mr. Talamantes is also executing this power of attorney in his capacity as the Principal Executive Officer of certain of the Co-Registrants as listed above and Chairman of The News and Observer Publishing Company.

(9)
Ms. Lintecum is also executing this power of attorney in her capacity as the President (Principal Executive Officer) of certain of the Co-Registrants as listed above and the Treasurer (Principal Financial Officer) of certain of the Co-Registrants as listed above.

(10)
Mr. Nguyen is also executing this power of attorney in his capacity as the Controller (Principal Accounting Officer) of certain of the Co-Registrants as listed above.

II-25



EXHIBIT INDEX

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



QuickLinks

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
SIGNATURES
EXHIBIT INDEX