New York Times Company 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 27, 2011
The New York Times Company
(Exact name of Registrant as specified in its charter)
Registrants telephone number, including area code: (212) 556-1234
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement.
On December 27, 2011, The New York Times Company, a New York corporation (the Company), and its subsidiaries, NYT Holdings, Inc., an Alabama corporation, The Houma Courier Newspaper Corporation, a Delaware corporation, Lakeland Ledger Publishing Corporation, a Florida corporation, The Spartanburg Herald-Journal, Inc., a Delaware corporation, Hendersonville Newspaper Corporation, a North Carolina corporation, The Dispatch Publishing Company, Inc., a North Carolina corporation and NYT Management Services, Inc., a Delaware corporation (collectively, the Sellers) entered into an Asset Purchase Agreement (the Agreement) with Halifax Media Holdings LLC, a Delaware limited liability company (the Purchaser), pursuant to which the Sellers agreed to sell the Companys Regional Media Group, consisting of 16 regional newspapers, other print publications and related businesses (the Business), and all real, personal and mixed, tangible and intangible assets, properties and rights owned, leased and used by the Sellers in connection with the operations of the Business (the Assets), to the Purchaser.
The Regional Media Group comprises the following publications:
As consideration for the acquisition of the Assets, the Purchaser will pay to the Sellers $143 million in cash, subject to certain working capital and other adjustments, and assume certain liabilities of the Sellers, including those relating to existing business contracts.
The obligations of the Sellers and the Purchaser to consummate the transactions contemplated by the Agreement are subject to customary closing conditions.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement filed as Exhibit 2.1 hereto, which is incorporated herein by reference.
The transaction is expected to close within a few weeks and upon completion of the sale, the Company will record an after-tax gain on the sale in the first quarter of 2012. The Company intends to use the net sale proceeds for general corporate purposes. The Company estimates the net after-tax proceeds from the sale will be approximately $150 million.
Except for the historical information contained herein, the matters discussed in this Form 8-K are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those predicted by such forward-looking statements. These risks and uncertainties include national and local conditions, as well as competition, that could influence the levels (rate and volume) of retail, national and classified advertising and circulation generated by the various markets, material increases in newsprint prices and the development of digital businesses. They also include risk factors detailed from time to time in the Companys publicly filed documents, including its Annual Report on Form 10-K for the year ended December 26, 2010. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Item 9.01 Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.