McClatchy Amends Debt Tender Offer And Consent Solicitation

         McClatchy Amends Debt Tender Offer And Consent Solicitation

PR Newswire

SACRAMENTO, Calif., Dec. 3, 2012

SACRAMENTO, Calif., Dec. 3, 2012 /PRNewswire/ --The McClatchy Company
(NYSE-MNI) ("McClatchy" or the "Company") announced today that it has amended
and restated its previously announced offer to purchase for cash ("Offer") its
outstanding 11.50% senior secured notes due 2017 (the "Notes") and
solicitation of consents (the "Consent Solicitation") relating to its
outstanding Notes to increase the amount the Company is offering to purchase
in the Offer from up to $700 million aggregate principal amount of Notes to
any and all outstanding Notes, and to amend the Consent Solicitation. The
terms and conditions of the Offer and Consent Solicitation are set forth in
the Amended and Restated Offer to Purchase and Consent Solicitation Statement
dated December 3, 2012 (the "Offer to Purchase") and the related Amended and
Restated Consent and Letter of Transmittal (the "Letter of Transmittal"). The
consideration offered for the Notes subject to the Offer is set forth in the
following table:

                              Principal
                    CUSIP                  Tender Offer  Early   Total
Title of Security             Amount       Consideration Tender  Consideration
                    Number                               Payment
                              Outstanding
11.50% Senior
Secured Notes due   579489AE5 $846,000,000 $1,073.40     $30.00  $1,103.40
2017

Holders of Notes that are validly tendered (and not validly withdrawn) at or
prior to 5:00 p.m., New York City time on December 11, 2012 (the "Early Tender
Date") and who have validly delivered (and not validly revoked) consents to
the proposed amendments (as described below) on or prior to the Early Tender
Date will receive the amount set forth in the table above under the heading
"Total Consideration" for each $1,000 principal amount of Notes tendered,
which includes an early tender payment of $30 per $1,000 principal amount of
Notes. Holders of the Notes that are validly tendered (and not validly
withdrawn) after the Early Tender Date and on or prior to the Expiration Date
(as defined below) will receive the amount set forth in the table above under
the heading "Tender Offer Consideration" for each $1,000 principal amount of
Notes tendered. In addition to the Total Consideration or Tender Offer
Consideration, as the case may be, payable in respect of Notes accepted for
purchase, holders will receive accrued and unpaid interest on their purchased
Notes from the last interest payment date to, but not including, the date of
payment for purchased Notes. The Offer remains scheduled to expire at 11:59
p.m., New York City time, on December 26, 2012, unless extended (the
"Expiration Date").

In conjunction with the Offer, the Company is soliciting consents from
registered holders to proposed amendments to the indenture pursuant to which
the Notes were issued. If the consents of at least two-thirds in aggregate
principal amount of outstanding Notes (the "Requisite Consents") are obtained
in the Consent Solicitation in accordance with the provisions of the Offer on
or prior to the Early Tender Date and the proposed amendments become
operative, the proposed amendments would, among other things, eliminate
substantially all of the restrictive covenants and certain events of default
contained in the indenture governing the Notes and also release all of the
collateral securing the Notes from the liens created pursuant to the
collateral documents entered into in connection with the indenture governing
the Notes.

Notes validly tendered pursuant to the Offer may be validly withdrawn and
consents validly submitted pursuant to the Offer may be validly revoked at any
time at or prior to the earlier to occur of (a) 5:00 p.m., New York City time,
on December 11, 2012 or (b) the date and time the Company, the guarantors of
the Notes and the trustee for the Notes execute a supplemental indenture
implementing the proposed amendments following receipt of the Requisite
Consents (the "Withdrawal Date"), but not thereafter, and Notes tendered after
the Withdrawal Date may not be withdrawn; provided, however, that if the
Company reduces the principal amount of, or the consideration for, Notes
subject to the Offer or is otherwise required by law to permit withdrawals and
revocations, then previously tendered Notes and submitted consents may be
validly withdrawn and revoked to the extent required by law. If the Offer is
terminated, Notes tendered will promptly be returned to the tendering holders.

The Offer is subject to the receipt on or prior to the Early Tender Date of
the Requisite Consents and the entry into a supplemental indenture to effect
the proposed amendments, as well as to the general conditions set forth in the
Offer to Purchase (including obtaining the Requisite Consents) and a financing
condition with respect to the Company having sufficient funds to pay for Notes
tendered from the incurrence by the Company of first-lien senior secured
indebtedness (the "Senior Secured Debt") that, when taken together with funds
available under the Company's senior credit facility and cash on hand, is
sufficient to consummate the Offer.

If the Requisite Consents are received on or prior to the Early Tender Date,
on the early settlement date for the tendered Notes (which date is expected to
be the closing date for the Senior Secured Debt), the Company will deliver a
notice of redemption for any Notes not tendered in the Offer to redeem such
Notes at a redemption price determined in accordance with the indenture
governing the Notes (the "Redemption Price"). If the Requisite Consents are
not received on or before the Early Tender Date, the Company will terminate
the Offer based on the failure to obtain the Requisite Consents, deliver a
notice of redemption for all outstanding Notes to redeem such Notes at the
Redemption Price and satisfy and discharge its obligations with respect to the
Indenture, all in accordance with the Indenture for the Notes.

This press release is neither an offer to purchase, nor a solicitation for
acceptance of the offer. The McClatchy Company is making the Offer only by,
and pursuant to the terms of, the Offer to Purchase and the related Letter of
Transmittal.

The complete terms and conditions of the Offer is set forth in the Offer to
Purchase and Letter of Transmittal that is being sent to holders of Notes.
Holders are urged to read the tender offer documents carefully when they
become available. Copies of the Offer to Purchase and Letter of Transmittal
may be obtained from the Information Agent for the Offer, Global Bondholder
Services Corporation, at 866-807-2200 (US toll-free) and 212-430-3774
(collect).

J.P. Morgan Securities LLC, BofA Merrill Lynch and Credit Suisse Securities
(USA) LLC are the Dealer Managers and Consent Solicitation Agents for the
Offer. Questions regarding the Offer may be directed to J.P. Morgan Securities
LLC at (800) 245-8812, BofA Merrill Lynch, Attention: Debt Advisory at (888)
292-0070 (toll-free) and (646) 855-3401 (collect) and Credit Suisse Securities
(USA) LLC, Attention: Liability Management Group at (800) 820-1653 (toll-free)
and (212) 538-7249 (collect).

About McClatchy:

The McClatchy Company is a leading media company, offering a wide array of
print and digital news products in each of the markets it serves. As the
third largest newspaper company in the United States, McClatchy's operations
include 30 daily newspapers, community newspapers, websites, mobile news and
advertising, niche publications, direct marketing, direct mail services and
digital marketing solutions. The company's largest newspapers include The
Miami Herald, The Sacramento Bee, Fort Worth Star-Telegram, The Kansas City
Star, The Charlotte Observer and The News & Observer in Raleigh, N.C.
McClatchy is listed on the New York Stock Exchange under the symbol MNI.

Additional Information:

This press release contains forward-looking statements, as defined under the
federal securities laws. These forward-looking statements include statements
regarding the Company's expectation regarding completion (subject to the
conditions in the tender offer) of its Offer for the Notes. These
forward-looking statements are not guarantees and are subject to risks,
uncertainties and assumptions that could cause the timing of the Offer to
Purchase and other tender documents, as well as completion of the Offer, to
differ materially and adversely from the timing expressed in the
forward-looking statements in this press release. Factors that could cause
actual results to differ materially include risks and uncertainties, including
but not limited to risks associated with the preparation of such tender offer
documents and the failure to meet one or more specified conditions set forth
in the Offer to Purchase for the Offer. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as to the
Company's expectations as of the date hereof. The Company undertakes no
obligation to update these forward-looking statements as a result of events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.



SOURCE The McClatchy Company

Website: http://www.mcclatchy.com
Contact: Investor Relations, Ryan Kimball, 916-321-1849,
rkimball@mcclatchy.com