Good writing does its job effectively and subtly, gracefully guiding the reader along. Bad writing, however, is like a nest of termites in your wall. You never see the damage it does, but your clients and customers notice. Go here to see how G.D. Gearino can help.

The McClatchy Co., owner of the News & Observer, is no longer on a death watch, having been upgraded to the status of “profoundly troubled” from “circling the drain” (my categories, by the way, not official ones). The result of that slight improvement in economic health is that the company’s financial statements don’t get the same scrutiny as they did just a year ago. At least by me.

That’s a long way of saying that I have only now gotten around to reading the particulars of McClatchy’s $875 million bond deal, which was announced earlier this month. But before I share the details, a quick summary of recent history is in order: Last year, McClatchy sought to reduce its debt burden — then at $2 billion — by seeking a bond swap, in which holders of $1.15 billion in bonds would trade them in for new ones with a higher interest rate. Sound like a good deal? Well, it wasn’t, for reasons I explained in this column for Business North Carolina magazine. (Basically, McClatchy offered as little as 18 cents on the dollar for the outstanding notes, and told bondholders that if they didn’t accept they’d be moved to the back of the line for reimbursement if the company went into bankruptcy — as seemed possible at the time.) Despite that strong-arm tactic, the overwhelming majority of bondholders declined the offer.

Then a funny thing happened. McClatchy’s financial fortunes improved, and bankruptcy no longer seemed likely. Problem was, a big bond payment was coming due in 2011 and McClatchy still didn’t have the cash to cover it. Even worse, it couldn’t try the settle-for-pennies threat again because if nobody caved in back when bankruptcy seemed possible, they sure weren’t going to cave in now. So McClatchy came up with a new scheme plan a few weeks ago: It would issue $875 million in new bonds, and use the money to not only pay off the debt due in 2011, but also pay back $567 million owed to the bank.

The new bonds come due in 2017, and they do nothing to relieve McClatchy’s debt obligation, which is still stuck at $1.9 billion. What that means, of course, is that the company simply kicked the problem down the road. But there was one significant fact buried deep in McClatchy’s announcement of the bond deal:

The notes are senior obligations of McClatchy that are guaranteed by each of McClatchy’s subsidiaries that guarantee indebtedness under McClatchy’s credit agreement.  The notes and guarantees are secured by a first-priority lien on certain of McClatchy’s and the subsidiary guarantors’ assets, and will rank pari passu with liens granted under McClatchy’s credit agreement.

Confused? Hell, who but a financial geek wouldn’t be? But what that paragraph says is that the new bonds, unlike the previous ones, are backed by McClatchy’s assets. Bondholders will be on equal footing with the banks. (That’s what “pari passu” means.) And one of those assets, of course, is the News & Observer.

Here’s my advice: Pray for a default, because that’s about the only way anybody is ever going to pry the N&O from McClatchy’s life-sucking grip.

Deep within me there is an innocent child who feels dismay when politicians grandstand. That innocent child felt a surge of dismay last week, when New York attorney general Andrew Cuomo decided to sue Bank of America and its former CEO, Ken Lewis, for the offense of strengthening the bank’s balance sheet. When did that become a crime?

Cuomo says Lewis and his minions misled their shareholders about the condition of Merrill Lynch in late 2008, when BofA sought to acquire the ailing investment bank. While it’s true that Merrill Lynch was in worse shape than originally thought — two other global investment banks had already disappeared, and Merrill was next in line if not for the BofA deal — it’s not clear that Lewis set out to deceive anyone. Besides, the very last thing federal officials needed at the time was candor. They were scrambling to keep the economy from sliding into the abyss, and BofA’s takeover of Merrill was a key part of their rescue strategy. Well-informed shareholders could only have scuttled the plan. (The top federal officials who oversaw the BofA-Merrill deal, and who by some accounts browbeat Lewis into going forward with it against his better judgment, are conspicuously absent from Cuomo’s lawsuit.)

On top of all that, by the time Cuomo filed his case last week, it was clear that the Merrill takeover had been good for the very shareholders he purports to care about. The bank’s stock price has tripled in the past year, and Merrill’s operations have made a significant contribution to the company’s bottom line. As Bloomberg BusinessWeek reported:

Analysts Richard Bove of Rochdale Securities Inc. and Betsy Graseck of Morgan Stanley have praised the Merrill acquisition for diversifying Bank of America’s income and insulating the company from losses on consumer loans. Mark Calabria, director of financial regulatory studies at the Cato Institute in Washington, said Cuomo’s complaint contradicts facts unearthed in other probes.

“There is an argument for saying investors were misled, but all evidence indicates the Fed and Treasury strong-armed Mr. Lewis into not saying anything,” Calabria said.

In short, shareholders are actually better off than they would have been otherwise, and if any deceit occurred it had the fingerprints of many other people upon it. Cuomo wouldn’t cynically pursue Lewis just to look like a populist tough guy in anticipation of the New York governor’s race, would he?

Somebody please reassure my inner naive child that no one could be so craven. Somebody? Anybody?

There has been much written about Citizens United vs. FEC, the recent U.S. Supreme Court ruling that prompted dissent from no less a person than President Obama in his State of the Union address last week. (If you approved — and I didn’t — then presumably you would have been OK — and I wouldn’t have — with George W. Bush delivering a similar televised rebuke to justices who had no choice but to sit quietly and take it. It’s cheap no matter who does it.) But if you’re in the mood for further discussion of the issue, go here for famed First Amendment lawyer Floyd Abrams’ thoughts. It’s the smartest thing I’ve read on the subject.

Uncle Frank (who’s not really my uncle, and who might be a fugitive from justice for all I know, but that’s how he signs his name when he writes) sent along a link to this Web page. You probably won’t be able to read it, since it’s in Cyrillic, but it’s worth visiting for the images. It seems to be a record collector’s showcase for some of the bizarre old albums he’s acquired. Whatever the case, it’s hilarious. There are a few exposed bosoms, but it’s nothing that’ll get you in trouble at work unless you’re employed by the Southern Baptist Convention. My favorite is the album called “Music for Pleasure Time,” which shows a happy young woman with an arrow in her chest. Not my idea of pleasure, but I don’t judge.

Like everyone else, I have a secret life. I’ll keep mine a secret no more: I’m the Sleep Blogger. For the past two months, I’ve been writing about the world of slumber. No shilling, no selling, no pleasure arrows to the chest. Just good, clean fun. Check it out, and if you want to get the comment party started, be my guest.