Obligation McClatchie 9% ( US579489AG05 ) en USD

McClatchie

100 % ▼

Etas-Unis

US579489AG05 ( en USD )

9% par an ( paiement semestriel )

14/12/2022 - Obligation échue

Prospectus brochure de l'obligation McClatchy US579489AG05 en USD 9%, échue

2 000 USD

910 000 000 USD

579489AG0

B- ( Très spéculatif )

McClatchy est une société de médias américaine qui possède et exploite plusieurs journaux importants, notamment le Miami Herald, le Kansas City Star et le Sacramento Bee.

L'Obligation émise par McClatchie ( Etas-Unis ) , en USD, avec le code ISIN US579489AG05, paye un coupon de 9% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2022

L'Obligation émise par McClatchie ( Etas-Unis ) , en USD, avec le code ISIN US579489AG05, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par McClatchie ( Etas-Unis ) , en USD, avec le code ISIN US579489AG05, a été notée B- ( Très spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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TABLE OF CONTENTS
Table of Contents
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-189530
Prospectus
$910,000,000
Offer To Exchange
9.00% Senior Secured Notes due 2022, Registered under the
Securities Act for
All Outstanding 9.00% Senior Secured Notes due 2022
of
The McClatchy Company
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM
NEW YORK CITY TIME, ON AUGUST 22, 2013, UNLESS EXTENDED
TERMS OF THE EXCHANGE OFFER:
·
We are offering to exchange $910,000,000 aggregate principal amount of our registered 9.00% Senior Secured Notes due 2022, which we refer to as the
exchange notes, for all of our original unregistered 9.00% Senior Secured Notes due 2022, which we refer to as the original notes, that were issued in a
private placement on December 18, 2012.
·
The terms of the exchange notes will be substantially identical to the original notes, except that the exchange notes will not be subject to transfer
restrictions or registration rights relating to the original notes.
·
We are also offering to exchange the notes guarantees associated with the original notes, which we refer to as the original guarantees, for the notes
guarantees associated with the exchange notes, which we refer to as the exchange guarantees.
·
The terms of the exchange guarantees will be substantially identical to the original guarantees, except that the exchange guarantees will not be subject to
the transfer restrictions or registration rights relating to the original guarantees.
·
There is no existing market for the exchange notes to be issued, and we do not intend to apply for their listing on any securities exchange or arrange for
them to be quoted on any quotation system.
·
We will exchange all original notes and related original guarantees that are validly tendered and not withdrawn prior to the expiration or termination of
the exchange offer for an equal principal amount of exchange notes and related exchange guarantees.
See the section entitled "Description of notes" that begins on page 47 for more information about the exchange notes and related exchange guarantees to be issued
in this exchange offer.
If you do not exchange your original notes and related original guarantees for exchange notes and related exchange guarantees in the exchange offer, you
will continue to be subject to the restrictions on transfer provided in the original notes and related original guarantees and indenture governing those notes. In
general, you may not offer or sell your original notes and related original guarantees unless such offer or sale is registered under the federal securities laws or
are sold in a transaction exempt from or not subject to the registration requirements of the federal securities laws and applicable state securities laws.
See the section entitled "Risk factors" that begins on page 12 for a discussion of the risks that you should consider prior to
tendering your original notes and related original guarantees in the exchange offer.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
This prospectus is dated July 25, 2013.
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TABLE OF CONTENTS

Page

Important notice about information presented in this prospectus

i

Summary

1

Risk factors

12

Disclosure regarding forward looking statements

31

Use of proceeds

32

The exchange offer

33

Description of our other material indebtedness

45

Description of notes

47

Exchange offer and registration rights agreement
118

Book-entry settlement and clearance
119

Certain U.S. federal income tax considerations
121

Plan of distribution
122

Legal matters
123

Experts
123

Where you can find more information
123
Important notice about information presented in this prospectus
You should carefully read this prospectus. You should rely only on the information provided in this prospectus and the information incorporated by reference into
this prospectus. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should
not rely on it. We are not offering to exchange the original notes for exchange notes in any jurisdiction where the offer is not permitted. The information contained in this
prospectus is accurate only as of the date of this prospectus, and the information in the documents incorporated by reference into this prospectus is accurate only as of
the date of those respective documents, regardless of the time of delivery of this prospectus.
This prospectus incorporates important business and financial information about us that is not included in or delivered with this document. This
information is available without charge to holders upon written or oral request to The McClatchy Company, 2100 Q Street, Sacramento, California 95816,
Attention: Investor Relations, Telephone: (916) 321-1844.
In order to obtain timely delivery of such documents, holders of original notes and related original guarantees must request this information no later than
five business days prior to the expiration date of the exchange offer for the original notes and related guarantees.
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Summary
This summary highlights selected information included elsewhere or incorporated by reference in this prospectus to help you understand The McClatchy
Company and the terms of the notes and the notes guarantees. Because this is a summary, you should carefully read this prospectus, as well as the information
incorporated by reference in this prospectus, to fully understand the terms of the notes and the notes guarantees and other considerations that may be important t
you in making a decision about whether to participate in the exchange offer. Unless the context indicates or requires otherwise, the terms "McClatchy," "our
company," "we," "us," and "our" as used in this prospectus refer to The McClatchy Company, or McClatchy, and its consolidated subsidiaries. The terms "notes
guarantors" and "notes guarantees" have the meanings defined in the "Description of notes." Unless the context indicates or requires otherwise, references to the
"original notes" and the "exchange notes" as used in this prospectus shall be deemed to include the original guarantees associated with such original notes or the
exchange guarantees associated with the exchange notes, as the case may be. We use the term "notes" in this prospectus to collectively refer to the original notes
and the exchange notes, and we use the term "notes guarantees" in this prospectus to collectively refer to the original guarantees and the exchange guarantees.
Company overview
We are a leading local media company that provides both print and digital news and advertising services in the markets we serve. We have more than a century an
a half of experience in mass and targeted media with our origins in the California Gold Rush era of 1857. Originally incorporated in California as McClatchy
Newspapers, Inc., our three original California newspapers--The Sacramento Bee, The Fresno Bee and The Modesto Bee--were the core of our business until 1979,
when we began to diversify geographically outside of California. At that time, we purchased two newspapers in the Northwest, the Anchorage Daily News and the
Tri-City Herald in southeastern Washington. In 1986, we purchased The (Tacoma) News Tribune and in 1987, we reincorporated in Delaware. We expanded into the
Carolinas when we purchased newspapers in South Carolina in 1990 and The News and Observer Publishing Company in North Carolina in 1995. In 2006, we
acquired Knight-Ridder, Inc., retaining 20 daily papers and significant digital assets.
As the third largest newspaper company in the country, based upon daily circulation, our operations include 30 daily newspapers, community newspapers,
websites, mobile news and advertising, niche publications, direct marketing and direct mail services. Our newspapers range from large dailies serving metropolitan
areas to non-daily newspapers serving small communities. For the year ended December 30, 2012 ("fiscal year 2012"), we had an average paid daily circulation of
2.0 million and Sunday circulation of 2.7 million. We also operate local websites in each of our markets that complement our newspapers and extend our audience
reach. Our owned newspapers include, among others, the Fort Worth Star-Telegram, The Sacramento Bee, The Kansas City Star, The Miami Herald, The Charlotte
Observer, and The (Raleigh) News & Observer.
Our newspapers are located in 29 diverse, growth markets across the United States. The business is operated across six operating regions: California, Florida,
Texas, Southeast, Midwest and Northwest. For the year ended December 30, 2012, no region represented more than 29% of total advertising revenue and no single
newspaper represented more than 12.4% of total newspaper revenues. Overall, our markets are expected to achieve household growth faster than the national average
from 2013-2015.
We also own a portfolio of premium digital assets, including 15.0% of CareerBuilder, LLC, which operates the nation's largest online job website,
CareerBuilder.com; 25.6% of Classified Ventures, LLC, a company that offers classified websites such as the auto website Cars.com and the rental site
Apartments.com; 33.3% of HomeFinder, LLC, which operates the online real estate website HomeFinder.com; and 11.4% of Wanderful Media (formerly
ShopCo, LLC), owner of Find n Save®,

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a digital shopping portal that provides advertisers with a common platform to reach online audiences with digital circulars, coupons and display advertising.
McClatchy is listed on the New York Stock Exchange under the symbol MNI.
The refinancing
On December 18, 2012, concurrently with the closing of the offering of the original notes in the initial private placement, we entered into the Third Amended and
Restated Credit Agreement, dated as of December 18, 2012, among McClatchy, the lenders from time to time party thereto and Bank of America, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer (the "Amended and Restated Credit Agreement"). In addition, concurrently with the offering of the original
notes in the initial private placement, we commenced a tender offer and consent solicitation, which we refer to as the note tender offer, for all $846.0 million aggregate
principal amount of our outstanding 11.50% Senior Secured Notes due 2017 (the "2017 Notes"). We repurchased approximately $762.5 million of 2017 Notes in the
note tender offer. The remaining amounts of 2017 Notes not tendered in the note tender offer were redeemed by us on January 17, 2013.
Our history
Originally incorporated in California as McClatchy Newspapers, Inc., we reincorporated in Delaware in 1987. Our principal executive offices are located at 210
Q Street, Sacramento, California 95816, and our telephone number is (916) 321-1844. Our website address is www.mcclatchy.com. The contents of our website are no
incorporated in, or otherwise to be regarded as part of, this prospectus.

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The exchange offer
The initial offering of original notes

On December 18, 2012, we issued in a private placement $910.0 million aggregate principal amount of
9.00% Senior Secured Notes due 2022. We refer to these notes as the original notes in this prospectus. The
initial purchasers subsequently resold the original notes to qualified institutional buyers pursuant to
Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to persons outside the
United States pursuant to Regulation S.

Registration rights agreement
Pursuant to the registration rights agreement among McClatchy, the note guarantors from time to time party
thereto and the initial purchasers entered into in connection with the private placement of the original notes
McClatchy agreed to offer to exchange the original notes for up to $910.0 million aggregate principal
amount of registered 9.00% Senior Secured Notes due 2022 that are being offered hereby. We refer to the
notes to be issued for the original notes in this exchange offer as the exchange notes. We have filed this
registration statement to meet our obligations under this registration rights agreement. If McClatchy fails to
satisfy these obligations under the registration rights agreement, it will pay special interest to holders of th
original notes under specified circumstances. See "Exchange offer and registration rights agreement."

The exchange offer
We are offering to exchange the exchange notes and related exchange guarantees that have been registered
under the Securities Act, for the same aggregate principal amount of the original notes and related original
guarantees.

The original notes may be tendered only in denominations of $2,000 and integral multiples of $1,000 in
excess of $2,000. We will exchange the applicable exchange notes for all original notes that are validly
tendered and not withdrawn prior to the expiration of the exchange offer. We will cause the exchange to be
effected promptly after the expiration date of the exchange offer.

The exchange notes will evidence the same debt as the original notes and will be issued under and entitled
to the benefits of the same indenture that governs the original notes. Holders of the original notes do not
have any appraisal or dissenter rights in connection with the exchange offer. Because we have registered
the exchange notes, the exchange notes will not be subject to transfer restrictions, and holders of original
notes that have tendered and had their original notes accepted in the exchange offer and thereafter receive
the exchange notes will have no further registration rights nor the related special interest provisions.

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If you fail to exchange your

If you do not exchange your original notes for exchange notes in the exchange offer, you will continue to be
original notes
subject to the restrictions on transfer provided in the original notes and the indenture governing the origina
notes. In general, you may not offer or sell your original notes unless such offer or sale is registered under
the federal securities laws or are sold in a transaction exempt from or not subject to the registration
requirements of the federal securities laws and applicable state securities laws.

Procedures for tendering notes
If you wish to tender your original notes for exchange notes and you hold your original notes in book-entry
form, you must request your participant of The Depository Trust Company, or DTC, to, on your behalf,
instead of physically completing and signing the letter of transmittal and delivering the letter and your
original notes to the exchange agent, electronically transmit an acceptance through DTC's Automated
Tender Offer Program, or ATOP. If your original notes are held in book-entry form and are registered in the
name of a broker, dealer, commercial bank, trust company or other nominee, we urge you to contact that
person promptly if you wish to tender your original notes pursuant to this exchange offer.

If you wish to tender your original notes for exchange notes and you hold your original notes in certificated
form, you must:

· complete and sign the enclosed letter of transmittal by following the related instructions, and

· send the letter of transmittal, as directed in the instructions, together with any other required documents,
to the exchange agent either (1) with the original notes to be tendered, or (2) in compliance with the
specified procedures for guaranteed delivery of the original notes.

Please do not send your letter of transmittal or certificates representing your original notes to us. Those
documents should be sent only to the exchange agent. Questions regarding how to tender and requests for
information should be directed to the exchange agent. See "The exchange offer--Exchange agent."

Resale of the exchange notes
Except as provided below, we believe that the exchange notes may be offered for resale, resold and
otherwise transferred by you without compliance with the registration and prospectus delivery provisions
of the Securities Act provided that:

· the exchange notes are being acquired in the ordinary course of business,

· you are not participating, do not intend to participate, and have no arrangement or understanding with an
person to participate, in the distribution of the exchange notes issued to you in the exchange offer,

· you are not an affiliate of McClatchy,

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· you are not a broker-dealer tendering original notes acquired directly from us for your account, and

· you are not prohibited by law or any policy of the Securities and Exchange Commission, or the
Commission, from participating in the exchange offer.

Our belief is based on interpretations by the staff of the Commission, as set forth in no-action letters issued
to third parties that are not related to us. The Commission has not considered this exchange offer in the
context of a no-action letter. We cannot assure you that the Commission would make similar determinations
with respect to this exchange offer. If any of these conditions are not satisfied, or if our belief is not
accurate, and you transfer any exchange notes issued to you in the exchange offer without delivering a
resale prospectus meeting the requirements of the Securities Act or without an exemption from registration
of your exchange notes from those requirements, you may incur liability under the Securities Act. We will
not assume, nor will we indemnify you against, any such liability.

Each broker dealer that receives exchange notes for its own account in exchange for original notes, where
the original notes were acquired by such broker dealer as a result of market-making or other trading
activities, must acknowledge that it will deliver a prospectus in connection with any resale of such
exchange notes. See "Plan of distribution."

Record date
We mailed this prospectus and the related offer documents to the registered holders of the original notes on
July 25, 2013.

Expiration date
The exchange offer will expire at 5:00 p.m., New York City time, on August 22, 2013, unless we decide to
extend the expiration date.

Conditions to the exchange offer
The exchange offer is subject to customary conditions. This exchange offer is not conditioned upon any
minimum principal amount of the original notes being tendered.

Exchange agent
The Bank of New York Mellon Trust Company, N.A., is serving as exchange agent for the exchange offer.

Withdrawal rights
You may withdraw the tender of your original notes at any time before 5:00 p.m., New York City time, on
the expiration date of the exchange offer. You must follow the withdrawal procedures as described under
the heading "The exchange offer--Withdrawal of tenders."

Federal income tax considerations
The exchange of original notes for the exchange notes in the exchange offer will not be a taxable event for
U.S. federal income tax purposes.

Use of proceeds
We will not receive any proceeds from the issuance of the exchange notes for the original notes pursuant to
the exchange offer. We will pay all of our expenses incident to the exchange offer.

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The exchange notes
The form and terms of the exchange notes are the same as the form and terms of the original notes, except that the exchange notes will be registered under the
Securities Act. As a result, the exchange notes will not bear legends restricting their transfer and will not have the benefit of the registration rights and special interest
provisions contained in the original notes. The exchange notes represent the same debt as the original notes for which they are being exchanged. Both the original notes
and the exchange notes are governed by the same indenture.
Issuer

The McClatchy Company, a Delaware corporation.
Securities offered

$910 million aggregate principal amount of 9.00% Senior Secured Notes due 2022.
Maturity

The notes will mature on December 15, 2022.
Interest

Interest on the notes will be payable in cash and will accrue at a rate of 9.00% per annum.
Interest payment dates

December 15 and June 15 of each year, beginning June 15, 2013. Interest will accrue from December 18,
2012.
Security

The notes and the guarantees are secured by a first-priority lien, pari passu to the liens securing obligation
under our credit agreement, and subject to permitted liens, on certain of our and the guarantors' assets,
which (x) would include intangible assets, inventory, receivables and certain minority investments, but
(y) would exclude land, buildings, machinery and equipment, which we refer to as PPE, and any leasehold
interests and improvements with respect to such PPE, which would be reflected on our consolidated
balance sheet, shares of stock of any of our subsidiaries and any indebtedness owed to such grantor by our
subsidiaries. See "Description of notes--Security."

However, the proceeds of any collection, sale, disposition or other realization of collateral received in
connection with the exercise of remedies (including distributions of cash, securities or other property on
account of the value of the collateral in any bankruptcy, insolvency, reorganization or similar proceedings)
will be applied first to pay in full all "superpriority obligations," including amounts due under our
Amended and Restated Credit Agreement, including any post-petition interest with respect thereto, certain
hedging obligations and certain cash management obligations of us and the guarantors owed to the lenders
under the Amended and Restated Credit Agreement before the holders of the notes and any other pari pass
lien indebtedness receive any proceeds. As a result, the claims of holders of notes to such proceeds will
rank behind the claims, including interest, of the lenders under the Amended and Restated Credit
Agreement, including claims of the lenders and their affiliates for hedging obligations and cash managemen
obligations.

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Ranking

The notes and the guarantees are our and the guarantors' senior secured obligations and:

· rank senior in right of payment to any of our and the guarantors' existing and future subordinated
indebtedness;

· rank equally in right of payment with all of our and the guarantors' existing and future senior
indebtedness, including amounts outstanding under our Amended and Restated Credit Agreement;

· rank effectively senior in right of payment to any of our and the guarantors' unsecured indebtedness to th
extent of the value of the collateral for the notes and the guarantees;

· are secured, subject to permitted liens, on a first-priority basis, equally and ratably with all existing and
future obligations under any of our indebtedness and the guarantors secured by a first-priority lien on ou
and the guarantors assets that secure the notes (including obligations under our Amended and Restated
Credit Agreement); and

· are structurally subordinated in right of payment to all existing and future indebtedness and other
liabilities of our non-guarantor subsidiaries.

Claims under the notes and guarantees thereof will effectively rank behind the claims of holders of
"superpriority" obligations, including interest, under our $75.0 million Amended and Restated Credit
Agreement, in respect of proceeds from any enforcement action with respect to the collateral or in any
bankruptcy, insolvency or liquidation proceeding. We will also be permitted to incur up to an additional
$25.0 million of incremental facilities on the same "superpriority" basis as the Amended and Restated
Credit Agreement. See "Description of notes--Intercreditor agreement."

As of March 31, 2013:

· we and the guarantors had approximately $1.6 billion of total indebtedness;

· we and the guarantors had approximately $910.0 million of total secured indebtedness consisting of the
notes and approximately $33.6 million of undrawn letters of credit outstanding under the Amended and
Restated Credit Agreement; we also had approximately $41.4 million of availability, net of undrawn
letters of credit outstanding, under the Amended and Restated Credit Agreement;

· we and the guarantors had approximately $618.4 million of existing unsecured indebtedness that was
effectively subordinated to the notes and the guarantees to the extent of the value of the collateral for the
notes and the guarantees; and

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· our non-guarantor subsidiaries had approximately $0.8 million of indebtedness and no other liabilities
(excluding intercompany balances and obligations of a type not required to be reflected on a balance
sheet prepared in accordance with GAAP), which are structurally senior to the notes and the guarantees
Guarantees

The notes are unconditionally guaranteed on a senior secured basis by each material domestic subsidiary o
the Company; provided that the holders of notes will receive proceeds of collateral upon any enforcement
action with respect to the collateral or in any bankruptcy, insolvency or liquidation proceeding only
following the payment in full of permitted "superpriority" obligations, including amounts due under the
Amended and Restated Credit Agreement.
Optional redemption

We may redeem some or all of the notes at any time on or after December 15, 2017 at the redemption price
set forth in this prospectus. We may also redeem up to 35% of the aggregate principal amount of the notes
using the proceeds of certain equity offerings completed before December 15, 2015 at the redemption pric
set forth herein. Prior to December 15, 2017, we may also redeem some or all of the notes at a redemption
price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the
redemption date and a "make-whole" premium. See "Description of notes--Optional redemption."
Change of control; asset sales

If we experience specific kinds of changes of control and unless we have previously exercised our right to
redeem all of the outstanding notes as described under "Description of notes--Optional redemption," we
will be required to make an offer to purchase the notes at a purchase price of 101% of the principal amoun
thereof, plus accrued but unpaid interest to, but excluding, the purchase date. See "Description of notes--
Change of control."

If we or our restricted subsidiaries sell assets under certain circumstances, we will be required to make an
offer to purchase the notes at their face amount, plus accrued and unpaid interest to, but excluding, the
purchase date. See "Description of notes--Certain covenants--Limitation on sales of assets and subsidiar
stock."
Certain covenants

The indenture governing the notes will restrict our ability and the ability of our restricted subsidiaries to,
among other things:

· incur certain additional indebtedness and issue preferred stock;

· make certain distributions, investments and other restricted payments;

· sell assets;

· agree to any restrictions on the ability of restricted subsidiaries to make payments to us;

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