By: 2005
April: Bruce Sherman of Private Capital Management (PCM), Knight Ridder's largest shareholder, initiates a series of conversations with KR Chairman/CEO Tony Ridder expressing "dissatisfaction" with the company's shares. He suggests that Ridder sell the company.
Knight Ridder retains Goldman Sachs as its financial advisor.
April 26: The board discusses PCM's recommendations, and decides not to sell.
June 30: Sherman requests to speak to Knight Ridder's board.
July 19: Sherman, Mason Hawkins of Southeastern Management, and William Nygren of Harris Associates separately address the board about the state of Knight Ridder's stock and push for a sale. Knight Ridder board members rebuff the suggestion.
Aug. 3: Knight Ridder sells its stake in the Detroit Newspaper Partnership.
Aug. 11: Knight Ridder announces a plan to buy back up to 10 million shares over the next six to nine months; the company purchases 5 million from Goldman Sachs.
Nov. 1: PCM sends a letter to the KR board calling for the sale of the company, and suggests a hostile takeover by changing the board. McClatchy CEO Gary Pruitt alerts an executive team at lunch, begins strategizing.
Nov. 3: Harris Associates and Southeastern Management back PCM.
Nov. 10: PCM files with the SEC that it is reviewing Knight Ridder's corporate governance to nominate a slate of directors.
Nov. 13: Knight Ridder holds a board meeting to discuss major shareholder actions; announces it is exploring "strategic alternatives."
Nov. 16: McClatchy retains Credit Suisse as a financial advisor.
Nov. 23: Goldman Sachs contacts 34 parties about a potential Knight Ridder bid; 21 sign confidentially statements, including McClatchy.
Nov. 30: McClatchy's board meets to discuss its Knight Ridder bid.
Dec. 9: A dozen parties express interest in Knight Ridder. McClatchy submits a preliminary bid.
Dec. 25: Pruitt travels with his family to Mexico for Christmas.
2006
Jan. 12: McClatchy execs attend due-diligence meetings in San Jose, and tell Knight Ridder the company intends to sell some papers. Pruitt, Ridder meet alone for dinner.
Jan. 24: McClatchy executives present the results of the Knight Ridder due- diligence meeting to its board.
Jan. 29: Knight Ridder board postpones its annual meeting scheduled for April 18.
Feb. 17: A form of merger agreement is distributed to potential bidders, including McClatchy.
Feb. 21: Final bid instructions are sent out with a March 9 deadline.
Feb. 24: Knight Ridder conducts due diligence of McClatchy in Palo Alto. During the presentation, McClatchy does not disclose the list of 12 papers it intends to sell.
March 2: McClatchy updates its board on a possible Knight Ridder bid; financial advisors provide a valuation analysis.
March 3: Goldman Sachs contacts other possible bidders; two drop out.
March 5: Knight Ridder board meets to discuss alternatives to a sale.
March 7: Knight Ridder receives a financing commitment letter from McClatchy.
March 9: McClatchy board meets; approves bid.
Knight Ridder receives final bid from McClatchy, and learns that McClatchy plans to sell 12 Knight Ridder papers.
A consortium of private-equity investors underbids McClatchy and asks Knight Ridder for more time to conduct due diligence.
Knight Ridder management and advisors meet to discuss the two bids.
March 10: Goldman Sachs asks McClatchy to increase its bid and discusses the 12 divestitures with Gary Pruitt.
Knight Ridder board meets to consider McClatchy's bid and other alternatives, including a leveraged recapitalization.
Pruitt and team fly to New York.
Knight Ridder board unanimously authorizes the sale of the company to McClatchy.
March 12: McClatchy executives finalize a press release about the Knight Ridder acquisition.
Tony Ridder and Pruitt meet alone to hash out final details.
Knight Ridder board meets; Goldman Sachs and Morgan Stanley offer opinions.
Knight Ridder board unanimously approves McClatchy purchase; McClatchy board unanimously approves the deal.
March 13: McClatchy and Knight Ridder issue a press release.
March 24: Knight Ridder board lowers voting requirement to 80% for shareholder approval, due to the 12 divestitures.
April 26: McClatchy agrees to sell the San Jose (Calif.) Mercury News, Contra Costa (Calif.) Times, and The Monterey County Herald, as well as the St. Paul (Minn.) Pioneer Press in a complicated deal led by MediaNews Group (involving Hearst, Gannett, and Stephens Media) for $1 billion.
May 23: McClatchy agrees to sell The Philadelphia Inquirer and Daily News to the Brian Tierney-led group Philadelphia Media Holdings for $562 million.
June 7: McClatchy agrees to sell the Akron (Ohio) Beacon Journal to Black Press for $165 million; the American News in Aberdeen, S.D., to Schurz Communications for $28 million; the Grand Forks (N.D.) Herald and The News Tribune in Duluth, Minn., to Forum Communications for $135 million; and The News-Sentinel in Fort Wayne, Ind., to Ogden for $92.6 million.
June 26: Knight Ridder shareholders agree to complete the sale to McClatchy, which has agreements in place to divest 12 of the newspapers. In the final step, McClatchy agrees to sell The Times Leader in Wilkes-Barre, Pa., to Richard Connor and HM Capital Partners for $65 million.
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