ABOUT THIS
PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the SEC, using the SEC’s shelf registration rules. Under the shelf registration rules, using this prospectus, together with a prospectus supplement, if one is required,
we may sell from time to time, in one or more offerings, any combination of the securities described in this prospectus having a total initial offering price not exceeding $500,000,000.
This
prospectus provides you with only a general description of the securities that we may offer. This prospectus does not contain all of the information set forth in the registration statement of which this prospectus is a part, as permitted by the
rules and regulations of the SEC. For additional information regarding us and the offered securities, please refer to the registration statement of which this prospectus is a part. Each time we sell securities, we will provide, together with this
prospectus, a prospectus supplement that contains specific information about the offering and the terms of the offered securities. Any prospectus supplement or free writing prospectus also may add, amend, delete, update or supersede information
contained in this prospectus. Before purchasing any securities, you should carefully read this prospectus, any accompanying prospectus supplement and any free writing prospectus, together with the additional information incorporated or deemed to be
incorporated by reference herein as described under the section of this prospectus titled “Where You Can Find More Information.”
LEE
ENTERPRISES, INCORPORATED
Unless
the context otherwise requires or indicates, each reference in this prospectus to (i) “we”, “our”, “us” and the “Company” means Lee Enterprises, Incorporated and subsidiaries and (ii) “2019”, “2018”, “2017” and the like refer to
the fiscal years ended the last Sunday in September of that year.
We are a
leading provider of local news and information, and a major platform for print and digital advertising, in the markets we serve, which are located primarily in the Midwest, Mountain West and West regions of the United States. With the exception of
St. Louis, Missouri, our 49 markets (including TNI Partners and Madison Newspapers, Inc.), across 21 states, are principally midsize or small. Our products include 46 daily and 34 Sunday newspapers with print and digital subscribers and nearly 300
weekly newspapers and specialty publications.
Our
markets have established retail bases, and most are regional shopping hubs. We are located in four state capitals. Six of our top ten markets by revenue include major universities, and seven are home to major corporate headquarters. Community
newspapers and their associated digital media are a valuable source of local news and information attracting readers and providing an effective means for local advertisers to reach their customers. We believe our audiences across these communities
tend to be loyal readers that actively seek our content and serve as an attractive target for our advertisers.
We do
not face significant competition from other local daily newspapers in most of our markets, although there is significant competition for audience in those markets from other media. In our top ten markets by revenue, only two have significant local
daily print competition.
We were
founded in 1890, incorporated in 1950, and listed on the NYSE in 1978. Until 2001, we also operated a number of network-affiliated and satellite television stations. We have acquired and divested a number of businesses since 2001.
Under
certain of our existing financing agreements with our senior secured lenders, we are subject to restrictions on the issuance of additional indebtedness, including the debt securities registered hereunder, as well as the terms under which we may
issue additional debt securities. Certain of our Credit Agreement also significantly restricts our ability to make dividend payments, including any dividend payments on our Common Stock and any Preferred Stock registered hereunder. These
restrictions are discussed more fully in our Report on Form 8-K filed on January 29, 2020, and other reports filed with the SEC, which are incorporated in this prospectus by reference.
Additionally
on January 29, 2020, the Company entered into an Asset and Stock Purchase Agreement with Berkshire Hathaway Inc. and BH Media Group, Inc. (the “Purchase Agreement”). As part of the Purchase Agreement, the Company entered into a Credit Agreement
dated as of January 29, 2020, with BH Finance, LLC (“BH Finance”), as lender (“Credit Agreement”). Under the Credit Agreement, the Company proposes to borrow the necessary funds it needs to pay off all outstanding indebtedness (the “Proposed
Financing”). The closing of the Proposed Financing is subject to the satisfaction of certain customary closing conditions, including the simultaneous