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NYT > SEC Filings for NYT > Form 8-K on 27-Dec-2011All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 Company's 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:

Sarasota Herald-Tribune in Sarasota, Fla.;

The Press Democrat in Santa Rosa, Calif.;

The Ledger in Lakeland, Fla.;

Star-News in Wilmington, N.C.;

Herald-Journal in Spartanburg, S.C.;

Star-Banner in Ocala, Fla.;

The Gainesville Sun in Gainesville, Fla.;

The Tuscaloosa News in Tuscaloosa, Ala.;

The Gadsden Times in Gadsden, Ala.;

The Courier in Houma, La.;

Times-News in Hendersonville, N.C.;

Daily Comet in Thibodaux, La.;

The Dispatch in Lexington, N.C.;

Petaluma Argus-Courier in Petaluma, Calif.;

News Chief in Winter Haven, Fla.; and

North Bay Business Journal in Santa Rosa, Calif.

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 Company's 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.

(d) Exhibits

Exhibit 2.1    Asset Purchase Agreement, dated as of December 27, 2011, by and
               among NYT Holdings, Inc., The Houma Courier Newspaper Corporation,
               Lakeland Ledger Publishing Corporation, The Spartanburg
               Herald-Journal, Inc., Hendersonville Newspaper Corporation, The
               Dispatch Publishing Company, Inc., NYT Management Services, Inc.,
               The New York Times Company and Halifax Media Holdings LLC

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