20-10418-mew Doc 511 Filed 06/05/20 Entered 06/05/20 17:20:59 Main Document Pg 1 of 67 SKADDEN, ARPS, SLATE, MEAGHER & TOGUT, SEGAL & SEGAL LLP FLOM LLP Albert Togut Shana A. Elberg Kyle J. Ortiz Bram A. Strochlic Amy Oden One Manhattan West One Penn Plaza, Suite 3335 New York, New York 10001 New York, New York 10119 Telephone: (212) 735-3000 Telephone: (212) 594-5000 Fax: (212) 735-2000 Fax: (212) 967-4258 – and – Van C. Durrer, II Destiny N. Almogue (admitted pro hac vice) 300 South Grand Avenue, Suite 3400 Los Angeles, California 90071-3144 Telephone: (213) 687-5000 Fax: (213) 687-5600 – and – Jennifer Madden (admitted pro hac vice) 525 University Avenue Palo Alto, California 94301 Telephone: (650) 470-4500 Fax: (650) 470-4570 Counsel for Debtors and Debtors in Possession UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------- x In re : Chapter 11 : THE McCLATCHY COMPANY, et al., : Case No. 20-10418 (MEW) : Debtors.1 : (Jointly Administered) : ---------------------------------------------------------- x 1 The last four digits of Debtor The McClatchy Company’s tax identification number are 0478. Due to the large number of debtor entities in these jointly administered chapter 11 cases, a complete list of the debtor entities and the last four digits of their federal tax identification numbers is not provided herein. A complete list of such information may be obtained on the website of the Debtors’ claims and noticing agent at http://www.kccllc.net/McClatchy. The location of the Debtors’ service address for purposes of these chapter 11 cases is: 2100 Q Street, Sacramento, California 95816. 20-10418-mew Doc 511 Filed 06/05/20 Entered 06/05/20 17:20:59 Main Document Pg 2 of 67 NOTICE OF PROPOSED ASSUMPTION AND ASSIGNMENT OF CERTAIN EXECUTORY CONTRACTS PLEASE TAKE NOTICE OF THE FOLLOWING: 1. On February 13, 2020,2 The McClatchy Company and certain of its affiliates, the debtors and debtors in possession in the above-captioned cases (collectively, the “Debtors,” the “Company,” or “McClatchy”), each filed voluntary petitions for relief pursuant to chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). 2. On May 5, 2020, the Debtors filed a motion (the “Motion”) seeking, among other things, (i) entry of an order (the “Bidding Procedures Order”) approving the bidding procedures (the “Bidding Procedures”) for the potential sale (a “Sale Bid”) of all or substantially all or a portion of the Debtors’ non-cash assets (the “Acquired Assets”) or, in the alternative, for sponsorship proposals with respect to a chapter 11 plan of reorganization for the Debtors (a “Plan Bid”); (ii) establishing procedures for the Debtors to designate a stalking horse bidder (the “Stalking Horse Bidder”) and to enter into a stalking horse agreement (a “Stalking Horse Agreement”) containing bid protections; (iii) approving procedures for the assumption and assignment of certain executory contracts and unexpired leases (the “Assumption and Assignment Procedures”); (iv) approving the form and manner of notice of all procedures, protections, schedules, and agreements; and (v) scheduling a hearing (the “Approval Hearing”) to approve such Plan Bid or Sale Bid (the “Transaction”) [ECF No. 418]. 3. On May 11, 2020, the Bankruptcy Court entered the Bidding Procedures Order [ECF No. 432]. Pursuant to the Bidding Procedures Order, the Debtors hereby provide notice that they are seeking to assume and assign to the Successful Bidder3 the executory contracts or unexpired leases (each, an “Assigned Contract”) listed on Exhibit A attached hereto. 4. When the Debtors assume and assign an Assigned Contract to which you are a party, on the closing date of the Transaction, or as soon thereafter as practicable, the Successful Bidder, if any, will pay you the amount the Debtors’ records reflect is owing for prepetition arrearages as set forth on Exhibit A (the “Cure Payment”). The Debtors’ records reflect that all postpetition amounts due and owing under your Assigned Contract have been paid and will continue to be paid until the assumption and assignment of the Assigned Contract, and that other than the Cure Amount, there are no other defaults under the Assigned Contract. 2 On March 24, 2020 (the “Additional Petition Date”) the Debtors’ affiliate, Oak Street Redevelopment Corporation (“Oak Street”), also commenced a case by filing a chapter 11 petition. As used herein, the term “Petition Date” encompasses the Additional Petition Date and the term “Chapter 11 Cases” includes the Oak Street chapter 11 case, which is being jointly administered with the Debtors’ chapter 11 cases commenced on February 13, 2020. See Order (I) Directing Joint Administration of Cases and (II) Waiving Requirements of Bankruptcy Code Section 342(c)(1) and Bankruptcy Rules 1005 and 2002(n) [ECF No. 265]. 3 Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Motion or the Bidding Procedures Order, as applicable. 2 20-10418-mew Doc 511 Filed 06/05/20 Entered 06/05/20 17:20:59 Main Document Pg 3 of 67 5. The Debtors’ inclusion of an executory contract or unexpired lease as an Assigned Contract on the Cure Notice or the Stalking Horse Notice shall not be a guarantee that such executory contract or unexpired lease will ultimately be assumed and assigned to the Successful Bidder. Should it be determined that an Assigned Contract will not be assumed and assigned, the Debtors shall notify such party to the Assigned Contract in writing of such decision. 6. Any objection to the Cure Amount or to assumption and assignment must be filed with the Court on or before the date that is twenty-one (21) days after the filing of the Cure Notice (the “Cure Objection Deadline”) and served on: (1) the Debtors, 2100 Q Street, Sacramento, California, 95816, Attn.: Peter Farr ([email protected]); (2) counsel for the Debtors, Skadden, Arps, Slate, Meagher & Flom LLP, 300 South Grand Avenue, Suite 3400, Los Angeles, California 90071, Attn.: Van Durrer ([email protected]) and 525 University Avenue, Palo Alto, California, 94301, Attn.: Thomas Ivey ([email protected]); (3) chief restructuring officer to the Debtors, FTI Consulting, Inc., 1201 W. Peachtree St., Atlanta, Georgia 30309, Attn.: Sean M. Harding ([email protected]); (4) financial advisor to the Debtors, Evercore Group L.L.C., 55 East 52nd Street, New York, NY 10055, Attn.: Johnathan Knee ([email protected]); Jaison Thomas ([email protected]), and Ryan Schoenig ([email protected]); (5) counsel to the DIP Agent, Choate, Hall & Stewart LLP, Two International Place, Boston, Massachusetts 02110, Attn.: Kevin J. Simard ([email protected]); (6) counsel to the Committee, Stroock & Stroock & Lavan LLP, 180 Maiden Lane, New York, New York 10038, Attn.: Kristopher M. Hansen ([email protected]) and Erez E. Gilad ([email protected]); (7) financial advisor to the Committee, Moelis & Company, 399 Park Avenue, 5th Floor, New York, New York 10022, Attn.: William Derrough ([email protected]) and Adam Waldman ([email protected]); (8) The News Guild-CWA AFL-CIO, c/o Cohen, Weiss and Simon LLP, 900 Third Avenue, Suite 1200, New York, NY 10022-4869, Attn: Hanan B. Kolko ([email protected]); and (9) counsel to the Successful Bidder. Any such objection must (i) be in writing; (ii) state the basis for such objection; and (iii) state with specificity what cure amount the party to the Assigned Contract believes is required (in all cases with appropriate documentation in support thereof). 7. If an objection to the Cure Payment or assumption and assignment is timely filed and not resolved by the parties, a hearing with respect to the objection will take place in the United States Bankruptcy Court for the Southern District of New York, One Bowling Green, New York, NY 10004 on July 24, 2020, at 11:00 a.m., prevailing Eastern Time, or at a later hearing, as determined by the Debtors with the consent of the Successful Bidder. 8. Any non-debtor party to any executory contract or unexpired lease, including an unexpired real property lease, that fails to file an objection to the Cure Amount by the Cure Objection Deadline, shall be (i) forever barred from objecting to the Cure Amount and (ii) forever barred and estopped from asserting or claiming any Cure Amount, other than the Cure Amount listed on this Cure Notice against the Debtors, any Successful Bidder or any other assignee of the relevant contract. 9. If a non-debtor counterparty to an Assigned Contract was not provided with a Cure Notice (any such contract or lease, a “Previously Omitted Contract”), the Debtors will notify the Successful Bidder within three business days of the omission. The Debtors will serve 3 20-10418-mew Doc 511 Filed 06/05/20 Entered 06/05/20 17:20:59 Main Document Pg 4 of 67 a notice (the “Previously Omitted Contract Notice”) to the counterparties to the Previously Omitted Contract indicating the Debtors’ intent to assume and assign the Previously Omitted Contract. The counterparties will have until fifteen (15) days following receipt of such Previously Omitted Contract Notice to object to the Cure Amount. If there is no objection, then the counterparties will be deemed to have consented to the assumption and assignment and the Cure Amount, and such assumption and assignment and the Cure Amount shall be deemed approved by the order approving the Transaction without further order of this Court. 10. After the Auction, the Debtors will file, but not serve, a notice that identifies the Successful Bidder. The Debtors and/or any Successful Bidder reserve all of their rights, claims and causes of action with respect to the contracts and agreements listed on Exhibit A hereto.