Exhibit 99.2
This Partnership Interest Purchase Agreement has
been filed to provide investors with information regarding its
terms. It is not intended to provide any other factual information
about Knight Ridder or its affiliated entities. The representations
and warranties of the parties in this Partnership Interest Purchase
Agreement were made to, and solely for the benefit of, the other
parties. The assertions embodied in the representations and
warranties are qualified by information included in disclosure
schedules exchanged by the parties that may modify or create
exceptions to the representations and warranties. Accordingly,
investors should not rely on the representations and warranties as
characterizations of the actual state of facts at the time they
were made or otherwise.
EXECUTION COPY
PARTNERSHIP INTEREST PURCHASE
AGREEMENT
among
DETROIT FREE PRESS,
INCORPORATED,
THE DETROIT NEWS,
INC.,
GANNETT CO., INC.
and
KNIGHT-RIDDER,
INC.
Dated: August 3,
2005
TABLE OF CONTENTS
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ARTICLE I. SALE OF PARTNERSHIP
INTEREST
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1
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1.1
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Sale of Partnership Interest
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1
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1.2
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Purchase Price
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2
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1.3
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Balance Sheet Test
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2
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1.4
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Deliveries by Seller
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3
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1.5
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Section 754 Election
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3
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1.6
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Allocation of Consideration
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3
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1.7
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Interim Closing of the Books
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4
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1.8
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Pre-Closing Periods
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4
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ARTICLE II. REPRESENTATIONS AND WARRANTIES OF
KRI
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4
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2.1
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Ownership of Partnership Interest
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4
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2.2
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Authority
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4
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2.3
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No Violation
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4
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2.4
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No Brokers
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4
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ARTICLE III. REPRESENTATIONS AND WARRANTIES OF
GANNETT AND BUYER
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5
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3.1
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Authority
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5
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3.2
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No Violation
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5
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3.3
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No Brokers
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5
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3.4
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Operation of Agency
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5
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ARTICLE IV. INDEMNIFICATION
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5
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4.1
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Survival
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5
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4.2
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Limitations
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5
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4.3
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Indemnification of Buyer and Gannett
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6
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4.4
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Indemnification of Buyer with respect to the
Agency
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6
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4.5
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Indemnification of Seller and KRI
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6
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4.6
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Third Party Actions
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7
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4.7
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Notice of Claim for Indemnification
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8
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4.8
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Net After-Tax Basis
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8
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ARTICLE V. MISCELLANEOUS
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8
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5.1
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Notices
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8
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5.2
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Assignment
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10
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5.3
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Effect of Headings
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10
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5.4
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Expenses
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10
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5.5
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Public Announcements
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10
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5.6
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Governing Law
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10
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5.7
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Waiver; Severability
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10
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5.8
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No Third Party Rights
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10
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5.9
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Counterparts
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11
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5.10
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Entire Agreement; Amendments
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11
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5.11
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Waiver of Rescission
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11
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Schedules
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Schedule 1.3(a)
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Balance Sheet Test
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Schedule 1.4(a)
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Approvals
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Schedule 4.4(b)
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Riverfront Property
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PARTNERSHIP INTEREST PURCHASE
AGREEMENT
This Partnership Interest Purchase
Agreement (this “Agreement”) is entered into as of this
3rd day of August, 2005 (the “Closing Date”) by and
among The Detroit News, Inc., a Michigan corporation
(“Buyer”), Detroit Free Press, Incorporated, a Michigan
corporation (“Seller”), Gannett Co., Inc., a Delaware
corporation (“Gannett”), and Knight-Ridder, Inc., a
Florida corporation (“KRI” and together with Buyer,
Seller and Gannett, collectively, the “Parties”, and,
individually, a “Party”).
WHEREAS, Seller and Buyer have
entered into a Joint Operating Agreement dated as of April 11, 1986
(the “Joint Operating Agreement”) and have formed
Detroit Newspaper Agency, a Michigan general partnership (the
“Agency”) under a Partnership Agreement dated as of
April 11, 1986 (the “Partnership Agreement”), for the
purpose of establishing a joint operating arrangement to publish
The Detroit News and the Detroit Free Press , all on
the terms set forth in the Joint Operating Agreement;
WHEREAS, each of Seller and Buyer
originally owned fifty percent (50%) of the general partnership
interests in the assets, liabilities, profits and losses of the
Agency under the Partnership Agreement;
WHEREAS, Seller and Buyer have
entered into that certain Redemption Agreement dated as of the date
hereof among Seller, Buyer and the Agency (the “Redemption
Agreement”) pursuant to which the Agency redeemed a
two-tenths of one percent (0.2%) general partnership interest of
the Seller in the capital, profits and losses of the Agency on the
Closing Date and immediately prior to the consummation of the
transactions contemplated by this Agreement;
WHEREAS, pursuant to the redemption
described in the above paragraph, Buyer’s general partnership
interest in the capital, profits and losses of the Agency increased
to approximately 50.1% and Seller’s general partnership
interest in the capital, profits and losses of the Agency was
reduced to approximately 49.9%; and
WHEREAS, Seller desires to sell a
forty-four and nine-tenths percent (44.9%) general partnership
interest in the capital, profits and losses of the Agency (the
“Partnership Interest”) to Buyer and Buyer desires to
purchase the Partnership Interest from Seller in accordance with
this Agreement.
NOW, THEREFORE, in consideration of
the mutual promises herein contained and for other good and
valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the Parties, intending to be legally bound,
agree as follows.
ARTICLE I.
SALE OF PARTNERSHIP
INTEREST
1.1 Sale of Partnership
Interest . Seller hereby sells, transfers and assigns the
Partnership Interest to Buyer free and clear of all liens, claims,
pledges, options, rights of first refusal and other encumbrances or
restrictions of any nature whatsoever, other than any restrictions
on transfer under the Joint Operating Agreement or the Partnership
Agreement
(“Liens”), and Buyer hereby
purchases from Seller all of Seller’s right, title and
interest in the Partnership Interest for the Purchase Price, as
defined below.
1.2 Purchase Price . The
consideration for the sale of the Partnership Interest is Two
Hundred Thirty Four Million Dollars ($234,000,000) (“Purchase
Price”), subject to adjustment as provided in Section 1.3
below, and will be paid on the date hereof by wire transfer to an
account designated by Seller.
1.3 Balance Sheet Test
.
(a) If on the Closing Date the
Agency’s current assets exceed total liabilities, the
Purchase Price will be increased by fifty percent (50%) of such
excess. If on the Closing Date the Agency’s total liabilities
exceed current assets, the Purchase Price will be reduced by fifty
percent (50%) of such excess. The calculations described above are
referred to herein as the “Balance Sheet Test”. For
purposes of this Agreement, “current assets” and
“total liabilities” of the Agency shall consist of the
types of items described in Schedule 1.3(a) . In computing
the adjustment described above, the Closing Date Balance Sheet (as
defined below) shall be prepared in accordance with generally
accepted accounting principles, except that the following items
will be included in total liabilities (whether or not required to
be so treated by generally accepted accounting principles):
vacation accruals, self-insured health or medical claims which have
been incurred but not funded, accrued rebates, paid-in-advance
subscription liabilities, pre-paid advertising, all state and local
taxes (including interest and penalties) imposed on the Agency for
periods ending on or before the Closing Date (treating the Closing
Date as the end of a taxable period of the Agency whether or not it
is so treated by applicable tax law). Current assets shall not be
reduced, and total liabilities shall not be increased, by the
amount paid to Seller pursuant to the Redemption Agreement or any
expenses incurred in connection therewith. The accounting methods
currently employed by the Agency consistent with prior periods
shall be used to determine the value of inventory, prepaid expenses
and similar items. The amounts to be included on the Closing Date
Balance Sheet with respect to (i) the assets and liabilities of the
Retirement Benefit Plan of Newspaper Drivers & Handlers, Local
#372, (ii) the assets and liabilities of the Retirement Benefit
Plan of GCIU Detroit Newspaper Union 13N, and (iii) post-retirement
benefit obligations under FAS 106 with respect to all current and
former employees of the Agency (and their beneficiaries), will be a
liability of $121.6 million, notwithstanding what amounts would
otherwise be required to be included under generally accepted
accounting principles. Current assets will include (x) the amount
to be included on the Closing Date Balance Sheet for cumulative
capital expenditures relating to the Sterling Heights Press and
Facility Expansion as of the Closing Date, notwithstanding what
would otherwise be required under generally accepted accounting
principles (as of June 26, 2005, such amount was approximately
$153,682,000); and (y) a fixed amount of $2,300,000 for other
capital expenditures of the Agency, notwithstanding what amount
would otherwise be required under generally accepted accounting
principles. All deferred revenue associated with the Kmart
settlement shall be valued at $100,000.
(b) On the Closing Date, to the
extent practical, the adjustments provided in this Section 1.3
shall be made to the Purchase Price on the basis of the then most
recent period end financial information of the Agency, which shall
be reflected on a preliminary balance sheet (“Preliminary
Balance Sheet”) prepared by the Agency. Within one hundred
and twenty (120)
2
days after the Closing Date, Buyer
will prepare an adjusted balance sheet of the Agency as of 12:01
a.m. on August 1, 2005 (“Closing Date Balance Sheet”),
reflecting the adjustments provided in this Section 1.3 and showing
the recalculation, if any, of adjustments reflected on the
Preliminary Balance Sheet. Within one hundred fifty (150) days
after the Closing Date, final adjustments pursuant to this Section
1.3 and any required refund or payment shall be made by KRI or
Buyer, as applicable, on the basis of the Closing Date Balance
Sheet. If any dispute arises over the amount to be refunded or
paid, such refund or payment shall nonetheless be promptly made to
the extent such amount is not in dispute. If any such dispute
cannot be resolved by KRI and Buyer, it shall be referred to a
mutually satisfactory independent public accounting firm of
national stature which has not been employed by KRI or Buyer for
the two years preceding the Closing Date. The determination of such
firm shall be conclusive and binding on KRI and Buyer. The fees of
such firm shall be shared equally by KRI and Buyer.
1.4 Deliveries by Seller . On
the Closing Date, Seller will deliver to Buyer:
(a) The approvals set forth on
Schedule 1.4(a) ;
(b) Any and all instruments and
documents, required to transfer the Partnership Interest to Buyer
as are mutually agreed upon by the Parties; and
(c) A receipt for the Purchase
Price, in the form attached hereto as Exhibit A .
1.5 Section 754 Election .
Buyer shall cause the Agency to make an election under Section 754
of the Internal Revenue Code of 1986, as amended (the
“Code”), for the taxable year that includes the Closing
Date, and Buyer shall be authorized to prepare and file all papers,
schedules and tax returns necessary to effectuate such election.
Seller consents to such election and such authority extended to
Buyer.
1.6 Allocation of
Consideration . The Parties shall cooperate as provided herein
in determining the allocation of the Purchase Price and other
applicable items among the Agency’s assets in accordance with
Code Sections 751 and 755 and the Treasury regulations promulgated
thereunder (and any similar provisions of state or local law, as
appropriate). Buyer shall initially determine such allocation and
shall notify Seller and KRI in writing of the allocation so
determined within 120 days after the Closing Date. Seller and KRI
shall be deemed to have accepted such determination unless KRI
notifies Buyer in writing of KRI’s proposed allocation within
thirty (30) days after receipt of Buyer’s proposed
allocation. If KRI provides such notice to Buyer, the Parties shall
proceed in good faith to determine mutually the matters in dispute.
If they are unable to do so within thirty (30) days, the matter
shall be referred to Deloitte Financial Advisory Services LLP (the
“Appraiser”). The decision of the Appraiser shall be
binding on all Parties. The Appraiser’s fees shall be shared
equally by Buyer and KRI. Neither Buyer, Gannett, KRI nor Seller
shall take any position for tax purposes that is inconsistent with
the final allocation determined hereunder unless such position
would be inconsistent with a final non-appealable (except to the
United States Supreme Court) judgment which has been rendered in
any judicial proceeding governing such position.
3
1.7 Interim Closing of the
Books . With respect to the Partnership Interest that is being
purchased and sold pursuant to this Agreement, Seller’s
distributive share of the Agency’s income, gain, loss and
deduction for the taxable year of the Agency that includes the
Closing Date shall be determined on the basis of an interim closing
of the books of the Agency as of the close of business on the
Closing Date under this Agreement and shall not be based upon a
proration of such items for the entire taxable year.
1.8 Pre-Closing Periods . The
sale of the Partnership Interest pursuant to this Agreement shall
not affect KRI’s or Seller’s rights with respect to the
Agency’s tax filings and tax proceedings with respect to
periods or portions thereof ending on or before the Closing Date,
including without limitation Seller’s rights pursuant to
Sections 4.7 and 5.1(h) of the Joint Operating Agreement. KRI shall
be entitled to exercise such rights of Seller following any sale by
KRI of the stock of Seller.
ARTICLE II.
REPRESENTATIONS AND WARRANTIES OF
KRI
In order to induce Gannett and Buyer
to enter into this Agreem