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NYT > SEC Filings for NYT > Form 8-K on 29-Aug-2012All Recent SEC Filings

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Form 8-K for NEW YORK TIMES CO


29-Aug-2012

Entry into a Material Definitive Agreement, Financial Statements and Exhibits


Item 1.01. Entry into a Material Definitive Agreement.

On August 26, 2012, The New York Times Company, a New York corporation (the "Company"), entered into a stock purchase agreement (the "Agreement") with IAC/InterActiveCorp, a Delaware corporation (the "Purchaser"), pursuant to which the Company agreed to sell the Company's About Group, consisting of About.com, ConsumerSearch.com, CalorieCount.com and related businesses, to the Purchaser. As consideration for the acquisition of the equity of the About Group, the Purchaser will pay to the Company $300 million in cash. The obligations of the Company and the Purchaser to consummate the transaction contemplated by the Agreement are subject to regulatory approval and other 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 in the next several weeks and the Company expects to record an after-tax gain on the sale in the quarter in which the closing occurs.

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 risks detailed from time to time in the Company's publicly filed documents, including its annual report on Form 10-K for the year ended December 25, 2011. The Company undertakes no obligations to publicly update or revise any forward looking statements whether as a result of new information, future events or otherwise.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number       Description
Exhibit 2.1          Stock Purchase Agreement, dated as of August 26, 2012, between
                     The New York Times Company and IAC/InterActiveCorp


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