Additional Proxy Soliciting Materials (definitive) (defa14a)
February 17 2022 - 8:24AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Lee Enterprises
Releases New Investor Presentation
Describes Lee’s Successful Digital Transformation,
Track Record of Value Creation and Significant Upside Potential
Urges Shareholders to Vote FOR Lee’s
Highly Qualified Nominees on the WHITE Proxy Card
DAVENPORT, Iowa – February 17, 2022 – Lee Enterprises,
Incorporated (NASDAQ: LEE) (“Lee” or the “Company”) today released a detailed presentation to investors ahead
of its 2022 Annual Meeting of Shareholders, scheduled for March 10. The presentation outlines Lee’s Three Pillar Digital Growth
Strategy, which is delivering strong results and positions Lee to drive more than $435 million of recurring, sustainable digital revenue
by 2026. It also highlights the strength and diverse skills and perspectives of the Lee Board of Directors. The presentation encourages
Lee shareholders to vote for the re-election of three critical members of Lee’s leadership team, including Lee’s Chairman,
Lead Independent Director and Chief Executive Officer.
The presentation, as well as additional information related to Lee’s
Annual Meeting of Shareholders, can be found at https://investors.lee.net/2022-annual-meeting.
Lee’s Board urges shareholders to protect their investment by
voting “FOR” the Board’s three nominees using the WHITE proxy card.
If you have any questions or require any assistance in voting your
shares, please contact Lee’s proxy solicitor:
Morrow Sodali LLC
509 Madison Avenue Suite 1206
New York, NY 10022
Shareholders Call Toll Free: 800-662-5200
Banks, Brokers, Trustees, and Other Nominees Call
Collect: 203-658-9400
Email: LEE@investor.MorrowSodali.com
About Lee Enterprises
Lee Enterprises is a major subscription and advertising platform and
a leading provider of local news and information, with daily newspapers, rapidly growing digital products and over 350 weekly and specialty
publications serving 77 markets in 26 states. Year to date, Lee’s newspapers have average circulation of 1.0 million, and our legacy
website, including acquisitions, reach more than 47 million digital unique visitors. Lee’s markets include St. Louis, MO; Buffalo,
NY; Omaha, NE; Richmond, VA; Lincoln, NE; Madison, WI; Davenport, IA; and Tucson, AZ. Lee Common Stock is traded on NASDAQ under the symbol
LEE. For more information about Lee, please visit www.lee.net.
Forward-Looking Statements
The information provided in this press
release may include forward-looking statements relating to future events or the future financial performance of the Company. Because
such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such
forward-looking statements. Words such as “aims,” “anticipates,” “plans,” “expects,”
“intends,” “will,” “potential,” “hope” and similar expressions are intended to
identify forward-looking statements. These forward-looking statements are based upon current expectations of the Company and involve
assumptions that may never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially
from those anticipated in such forward-looking statements as a result of various risks and uncertainties. Detailed information
regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in report
relating to the Company may be found in the Company’s periodic filings with the SEC, including the factors described in the
sections entitled “Risk Factors,” copies of which may be obtained from the SEC’s website at www.sec.gov. The
Company does not undertake any obligation to update forward-looking statements contained in this press release.
|
Investor Contact
IR@lee.net
(563) 383-2100 |
Media Contact
Jenny Gore/Hayley Cook
Sard Verbinnen & Co
Lee-SVC@sardverb.com |
| BUILDING LONG-TERM VALUE
INVESTOR PRESENTATION | FEBRUARY 2022 |
| 2
WHAT IS ALDEN’S WITHHOLD CAMPAIGN ABOUT?
In the wake of its grossly undervalued buyout proposal, we believe
Alden Capital is attempting to destabilize the Company and diminish
the Board’s resolve to maximize value for all shareholders |
| 3
TABLE OF CONTENTS
I Executive Summary 4
II Overview of Lee Enterprises 8
III Lee’s Strategy for Digital Transformation 14
IV Lee Has the Right Board to Oversee the Execution of Our Digital Strategy 32
V Alden is Seeking to Acquire Lee at a Discount to Intrinsic Value Through Aggressive Means 39
VI Alden’s Proxy Campaign Seeks to Further Its Interests, Not the Interests of Lee’s Public Shareholders 46
VII Conclusion 56
VIII Appendix 63 |
| 4
Executive Summary |
| 5
WARREN BUFFETT BELIEVES THAT WE ARE WELL-POSITIONED TO
EXECUTE ON OUR TRANSFORMATION
My partner Charlie Munger and I have known and admired the
Lee organization for over 40 years. They have delivered
exceptional performance managing BH Media’s newspapers and
continue to outpace the industry in digital market share and
revenue. We had zero interest in selling the group to anyone else
for one simple reason: We believe that Lee is best positioned to
manage through the industry’s challenges.
No organization is more committed to serving the vital role of
high-quality local news, however delivered, as Lee. I am confident
that our newspapers will be in the right hands going forward and I
also am pleased to be deepening our long-term relationship with
Lee through the financing agreement.”
Warren Buffett, January 29, 2020
Source: Lee Enterprises press release, January 29, 2020 |
| 6
EXECUTIVE SUMMARY
Lee is pursuing the right strategy to
create significant and lasting value
for all shareholders
Lee’s business has evolved from
traditional newspapers to being
increasingly digital. Our three pillar,
digital-first strategy is showing
measurable results
We are already halfway to achieving our
goal of having 900,000 digital-only
subscribers by the end of 2026
Our full-service digital marketing agency,
Amplified, is growing rapidly, with
revenue up 43% last year and on-track to
generate $100 million in 2024
We believe our strategy is paying off and
shareholders will realize significant value
over time as we continue to execute our
digital transition
Lee has a well-balanced, engaged
Board, recently refreshed with critical
digital and finance expertise
Lee’s eight-member Board is comprised of
seasoned executives with expertise
relevant to Lee, including in digital
content, subscriptions and advertising;
traditional publishing and advertising;
corporate finance and M&A; business
development and operations; executive
leadership; and corporate strategy
Since 2019, four longer-tenured directors
have retired and three new directors have
joined the Board with online news, digital
media and finance experience
The Board continues to invest in building a
high-performing business with a senior
management team broadly recognized as
the best in local media
Lee is committed to strong corporate
governance ensuring the interests of
Lee and Lee’s shareholders are aligned
Lee has separate Chair and CEO roles, and
a Lead Independent Director with robust
responsibilities
The Company has adopted Proxy Access
and a majority vote standard for
uncontested director elections
In 2019, in conjunction with Lee’s ongoing
Board refreshment process, Lee appointed
a new Director recommended by one of
Lee’s largest shareholders
In 2019, the Board amended Lee’s bylaws
to provide substantially more time for
shareholders to submit director
nominations
Lee’s directors and executive officers own
more than 10% of the Company; their
interests are strongly aligned with those of
all shareholders |
| 7
EXECUTIVE SUMMARY (CONT’D)
We believe Alden’s unsolicited
proposal is opportunistic
Alden made its public, unsolicited $24.00
per share hostile offer without ever
attempting to engage with the Company
Before Lee even responded to Alden’s
proposal, Alden hastily launched a proxy
contest to replace two critical Board
members
Alden’s convoluted nomination notice did
not comply with Lee’s Bylaws and was
therefore rejected by the Board, a judgment
that the Delaware Court of Chancery
affirmed
The Board rigorously evaluated and
unanimously rejected Alden’s proposal,
determining it was grossly inadequate; Lee’s
two largest shareholders agreed with the
Board’s assessment
Alden’s withhold campaign is an
attempt to destabilize the business,
benefiting only Alden
Alden’s hostile proposal, threatened
proxy contest and withhold campaign aim
to destabilize Lee’s business
Alden is viewed skeptically by newsrooms,
journalists and newspaper staffers across
the industry, and Lee’s employees are
concerned about their futures
We believe Alden has no interest in
seeing Lee execute its transformation
strategy
Shareholders should support Lee’s
strong Board and reject Alden’s self-
serving actions
Lee’s Board has the right mix of skills and
experiences to oversee Lee’s successful
transformation into a digital-first,
industry-leading enterprise
Lee’s Board has engaged in extensive
analysis of Alden’s unsolicited proposal
and has unanimously determined it is
grossly inadequate
Importantly, we believe Alden’s attempts
to remove key Lee Board members are
not because the Board is deficient, but
precisely because Lee’s strong Board is
committed to serving the interests of all
shareholders |
| 8
OVERVIEW OF LEE ENTERPRISES (NASDAQ: LEE)
Source: FactSet and Company filings. All years refer to fiscal year results
1 Data as of February 16, 2022.
Subscription
Advertising &
Marketing
Services
TownNews &
Other Digital
Services
$290 $369
2020 2021
$268
$358
2020 2021
$18 $19
2020 2021
LEE IS A LEADING PROVIDER OF DIGITAL PRODUCTS AND SERVICES AND HIGH QUALITY, TRUSTED, LOCAL NEWS AND INFORMATION
. Delivers valuable, intensely local, original news and information via print and digital channels
. Portfolio of ~350 daily print and digital platforms reaching an audience of over 50 million annually
. 65% growth in digital-only subscribers in 2021, with a target of 900,000 digital-only subscribers by 2026
. Provides full-service, omnichannel marketing solutions for SMBs and national accounts
. Leverages Lee’s expertise in local markets and powerful content production capabilities
. Recurring, sustainable digital advertising revenue, with 27% growth in 2021
. Leading digital infrastructure platform for local media and #1 CMS provider
. 2,000+ clients in publishing, broadcast, radio and magazine
. High-margin recurring revenue with 10% CAGR over the last ten years
Enterprise Value1 $732 million
Market Cap1 $222 million
2021 GAAP Revenue $795 million
2021 Adj. EBITDA $117 million
2021 GAAP Net Income $25 million
2021 Diluted EPS $3.91
Employees (as of 9/26/21) 5,130
Newspapers (as of 9/26/21) 77
GAAP
Subscription
Revenue ($M)
GAAP
Advertising &
Marketing
Services
Revenue ($M)
GAAP
TownNews &
Other Digital
Services
Revenue ($M)
$510
$618
$795
$0
$200
$400
$600
$800
$1,000
2019 2020 2021
GAAP Revenue ($M)
Advertising & Marketing
Services
47%
Subscription
45%
TownNews &
Other Digital
Services
2%
Other
6%
2021 GAAP Revenue by Source |
| 9
LEE IS UNDERGOING A CRITICAL TRANSFORMATION THAT WE
BELIEVE WILL CREATE VALUE FOR SHAREHOLDERS
Transformative Transaction with
Berkshire Hathaway
Introduction of
Three-Pillar Strategy
Continuing Transition to a Digital-
First Organization
% Digital
Revenue
. Nearly doubled Lee’s audience size and
added 31 daily newspapers to Lee’s
portfolio
. Enabled Lee to refinance approximately
$400 million of existing debt on attractive
terms
. Realized $103 million in synergies within
nine months of closing
. Expanding digital audiences by
transforming the presentation of local news
and information
. Expanding digital subscription base and
revenue, with 65% growth in digital
subscriptions in 2021, outpacing Gannett
and NYT
. Diversifying and expanding offerings
for local advertisers
. Targeting $100 million in digital
subscription revenue and 900,000 digital-
only subscribers by FY 2026
. Expect $310 million in digital advertising
revenue by FY 2026
. Opportunity to reduce costs and achieve
long-term leverage target of <2.5x
Where We Were
FY 2020
Where We Are
FY 2021
Where We Are Going
FY 2026E
21% 24% >50% |
| 10
“Alden’s critics have said that its
approach is to buy newspapers and
wring profits from them while
making drastic cost cuts that are
detrimental to local journalism.”
—New York Times (December 2021)
“Alden…has demonstrated no real
interest in running quality
publications. Its interest in gutting
staffs, selling off assets and milking
the publications of their remaining
vitality has been well documented.”
—Seattle Times (December 2021)
“Crucially, the profits generated by
Alden’s newspapers did not go
toward rebuilding newsrooms.
Instead, the money was used to
finance the hedge fund’s other
ventures.”
—The Atlantic (October 2021)
OVERVIEW OF ALDEN GLOBAL CAPITAL
What Other Commentators Have Said About Alden Alden is an activist hedge fund and distressed investor that
frequently seeks to acquire publishing companies
. Led by Randall Smith, a “reclusive Palm Beach septuagenarian,”1 and Heath
Freeman, a “man who has no real affinity for newspapers”2
Alden has sought to acquire two other major newspaper
businesses in the past three years
. Acquired Tribune Publishing after Alden gained three seats on the Board – an
approach we believe Alden is trying to replicate at Lee
. Unsuccessfully attempted to acquire Gannett; shareholders rejected all three
of Alden’s nominees
Alden and its affiliates have a track record of wringing cash from
newspaper businesses to enrich itself at stakeholders’ expense
. Alden has cut staff at twice the national rate3
. Alden has been one of the more aggressive companies in raising print
subscription prices4
. Alden has acknowledged diverting millions from its newspapers into risky
Alden ventures, including a bankrupt pharmacy chain5
. Alden has invested newspaper workers’ pension funds in Alden-controlled
affiliates5
“Alden slashes newsroom staffs, sells
off its real estate and focuses on
wringing out the last possible drop of
revenue while ignoring long-term
sustainability, hence earning the
name ‘vulture capitalists.’”
—Washington Post (December 2021)
1 Source: “A Secretive Hedge Fund Is Gutting Newsrooms,” The Atlantic (2021).
2 Source: “The Hedge Fund Vampire That Bleeds Newspapers Dry Now Has The Chicago Tribune By The Throat,” Vanity Fair (2020).
3 Source: “The Expanding News Desert,” University of North Carolina at Chapel Hill – School of Media and Journalism (2018).
4 Source: The Washington Post (2019).
5 Source: Sola Ltd. et al. v. MNG Enterprises, Inc., Case no. 2018-0134, filed in the Delaware Court of Chancery on March 5, 2018.
“[Alden is] now known far and wide
as the news industry’s ever-more-
engorged leech, a cost-cutting
omnivore that makes every
newsroom it touches worse, King
Midas in reverse.”
—Nieman Journalism Lab
(November 2021)
“Alden’s executives have been
pegged as the grim reapers of
journalism by employees of its
papers. ”
—Washington Post (February 2019) |
| 11
ALDEN’S OFFER WAS OPPORTUNISTICALLY TIMED AND INADEQUATE
. Alden did not approach the Company prior to making
a public offer
. Alden’s offer came as Lee’s stock was under pressure
from market volatility
. Alden’s offer grossly undervalues Lee’s business,
which we expect will generate $310 million in digital
advertising revenue and $100 million in digital
subscription revenue by 2026
. The stock has traded above Alden’s offer every day
since Alden made its proposal, and now trades at a
55% premium1 to Alden’s bid
Alden made its $24
offer when Lee’s stock
was trading at $18
¹ Source: FactSet. Data as of February 16, 2022.
Lee 4Q earnings
announcement;
Board rejects Alden
proposal; stock
climbs significantly
Stock at prior high of
~$36 in May 2021,
following update on
Three Pillar Digital
Growth Strategy
Lee’s Board of Directors, after consulting with
J.P. Morgan and Kirkland & Ellis, rejected
Alden’s unsolicited takeover proposal
$0.00
$5.00
$10.00
$15.00
$20.00
$25.00
$30.00
$35.00
$40.00
$45.00
$50.00
Feb-21 May-21 Aug-21 Nov-21 Feb-22 |
| 12
Lee Shareholders Third-Party Commentators
In our view, [Alden’s] offer is materially low…”4
Alden officials called its [offer to buy Lee] ‘a
reaffirmation of [its] substantial commitment to
the newspaper industry…’ This is like the Big
Bad Wolf telling the first little pig that it
wanted to strengthen his straw house.”5
United Media Guild
Representing 12 unionized Lee newsrooms
In rejecting Alden’s offer, you will send a
message to the country that predators like
them have no place in journalism. Stand up for
us. Stand up for your investors.
Stand up for your communities.
Stand up against Alden.”3
SHAREHOLDERS AND OTHERS AGREE WITH LEE’S BOARD
1 Praetorian Capital Letter to Lee’s Board of Directors, December 8, 2021.
2 Exhibit to Cannell Capital’s 13D Amendment, August 31, 2021.
3 Extracted from United Media Guild’s November 29, 2021, statement on behalf of the 12 unionized newsrooms of Lee, and the journalists and newspaper staffers they represent.
4 Noble Capital Markets research report dated January 19, 2022, initiating with an outperform rating.
5 Andre Stepankowsky, “Stop letting newspapers fall prey to vulture capitalists,” The Seattle Times, December 17, 2021.
Permission to use quotations neither sought nor obtained.
Two of Lee’s largest shareholders, with a
combined ownership in excess of 15.5%,
have publicly stated that Alden’s buyout
proposal undervalues the business today
and its near-future digital prospects
Alden’s proposed purchase price is clearly
insufficient and opportunistic, grossly
undervaluing the business.”1
We believe the gap between [LEE’s] economic
and the accounting value is enormous…”2 |
| 13
LEE’S COMMITMENT TO LOCAL JOURNALISM SERVES A CRITICAL
SOCIAL FUNCTION THAT ALDEN IGNORES
Lee’s Approach to Local News Alden’s Approach to Local News
1,000
150
Before Alden's
Ownership
After Alden's
Ownership
Newspaper Staff
Layoffs at
Northern
California
Newspapers
Layoffs at
Southern
California
Newspapers
Layoffs at The
Denver Post
400
235
Before Alden's
Ownership
After Alden's
Ownership
Newspaper Staff
“In Northern California, a
combined editorial staff of
16 regional newspapers
had reportedly been
slashed from 1,000 to a
mere 150.”1
1 Source: “The Hedge Fund Vampire That Bleeds Newspapers Dry Now Has The Chicago Tribune By The Throat,” Vanity Fair (2020).
2 Source: Ken Doctor of the Nieman Journalism Lab at Harvard University (2018).
3 Source: “Denver Post Lays Off Thirty Employees, Nearly One-Third of Newsroom Staff,” Westword (2018).
“Overall, [Digital First
Media]’s southern
California staffing has been
cut to about 235 from 400
just two years ago.”2
300
70
Before Alden's
Ownership
After Alden's
Ownership
Newspaper Staff “[The recent layoffs leave]
the broadsheet with fewer
than 25% of the [staff]
employed during its peak.
Less than a decade ago,
around 300 journalists
were on the job.”3
Award-
Winning
Coverage
Impactful
Investigative
Reporting
Critical
Community
Impact
In 2021, longtime Richmond
Times-Dispatch columnist Michael
Paul Williams won the Pulitzer
Prize for his commentary on
Richmond’s monuments to white
supremacy.
The Buffalo News examined grants
made by a Buffalo urban renewal
agency and discovered $20
million in grants to developers
who had contributed to the
mayor’s re-election campaigns.
The Tulsa World published a 60-
page report that provided missing
facts about the 1921 massacre
and sparked an important
conversation about race relations
in Oklahoma’s second-largest city. |
| 14
Lee’s Strategy for Digital
Transformation |
| 15
LEE’S STRATEGY FOR DIGITAL TRANSFORMATION:
THE THREE PILLARS
LEE IS RAPIDLY TRANSFORMING FROM A PRINT-CENTRIC TO A DIGITAL-CENTRIC COMPANY
PILLAR 1
Expand digital audiences by
transforming the presentation
of local news and information
PILLAR 2
Expand digital subscription
base and revenue
PILLAR 3
Diversify and expand offerings
for local advertisers
Lee expects the Three Pillar Digital Growth strategy to drive more than
$435 million of recurring, sustainable digital revenue by 2026. |
| 16
Digital Subscriber
Growth Leads Industry
Digital Agency Revenue
Growth Leads Industry
Total Digital Revenue
Growing Significantly
450K Current Digital-only Subscribers $47M Amplified LTM Revenue $197M of LTM Total Digital Revenue
9 quarters of leading digital subscriber growth
FY2021 YOY Growth
43% YOY growth at Amplified
FY2021 YOY Growth
Total Digital Revenue up 11% YOY
FY2021 YOY Growth
DIGITAL TRANSFORMATION: MARKET LEADING GROWTH
65%
46%
25%
Lee Gannett NY Times
43%
2%
17%
Lee Gannett TownSquare
$170 M
$189 M
FY2020 FY2021 |
| 17
DIGITAL TRANSFORMATION: EXPAND DIGITAL AUDIENCES
ENHANCING DIGITAL PRESENTATIONS TO PROVIDE BEST-IN-CLASS USER EXPERIENCE OF LOCAL NEWS, WITH MULTIFORMAT, RICH CONTENT
• Creating cohesive digital experience across all
platforms by investing in user-experience
design talent
• Improving multimedia presentation
‒ Emphasis on video and audio to drive
engagement and monetization
‒ Expand regional and statewide collaboration to
enhance video and audio content
• Enabling cross-platform integration to track
usage
• Creating new channels (apps, podcasts) to
utilize our unique content and expertise (e.g.
local sports)
PILLAR 1 PILLAR 2 PILLAR 3 |
| 18
DIGITAL TRANSFORMATION: EXPAND DIGITAL SUBSCRIBER BASE
GROWING DIGITAL-ONLY SUBSCRIPTIONS AND REVENUE
• Key initiatives…
‒ Optimize subscription model for digital-only growth
‒ Monetize content through new digital niche products
‒ Maximize subscription rates by leveraging first-party data
‒ Carefully manage the decline of legacy subscription revenue streams
• …expected to drive:
‒ 900,000 digital-only subscribers in five years
‒ Increase in average subscription rates over five years (7% CAGR)
‒ Digital-only audience to be majority of subscriber base in two years
-
500,000
1,000,000
FY21 FY22 FY23 FY24 FY25 FY26
Digital-Only Full Access
Projected Print + Digital
Subscription Units
Digital Inflection Point
PILLAR 1 PILLAR 2 PILLAR 3 |
| 19
DIGITAL TRANSFORMATION: STRATEGIES TO DRIVE
SUBSCRIPTION REVENUE
ENHANCING CONVERSION WITHIN LEE’S ADDRESSABLE MARKET
• Convert more of our addressable market to digital
content subscribers
‒ Leverage embedded position in 77 attractive markets to grow
audiences and share of total addressable market
‒ Convert more of the 2.4M highly engaged readers to digital
subscribers
‒ Provide attractive niche subscriptions for targeted audiences
• Implement data-driven, dynamic content metering to
drive subscription conversion
‒ Digital segmentation and targeted offers based on usage
‒ Maximizing conversions from email, search, social media
referrals
‒ Leveraging TownNews dynamic meter to drive conversions
PILLAR 1 PILLAR 2 PILLAR 3
TODAY
Expanded Base
of Visitors
900K Digital-Only
Subscribers
2.4M
Highly Engaged Readers
(4+ visits per month)
450K
Digital-Only
Subscribers
FY26
Activated Unique Visitors,
Expanded Paid Content &
Enhanced Conversion
STRENGTHENED FOUNDATION
FOR REVENUE GROWTH
ADDRESSABLE MARKET: 47M UNIQUE VISITORS
HIGHLY EDUCATED WITH HIGH DISPOSABLE INCOMES
12M
Loyal Readers
(2-4 visits per month) |
| 20
DIGITAL TRANSFORMATION: LEE DIGITAL SUBSCRIPTION
GROWTH LEADS THE INDUSTRY
Digital subscriber growth has outpaced industry peers for 9 quarters
85%
92%
73%
67% 69%
58%
51%
65%
25%
29% 31% 31% 29%
37%
41%
46%
35%
48%
69%
50% 52%
40%
26% 25%
19%
Q1 FY20 Q2 FY20 Q3 FY20 Q4 FY20 Q1 FY21 Q2 FY21 Q3 FY21 Q4 FY21 Q1 FY22
Digital Subscription Growth YOY
Lee Gannett NY Times
57% |
| 21
DIGITAL TRANSFORMATION: FIVE-YEAR SUBSCRIPTION
GROWTH OUTLOOK
We expect significant growth in digital subscribers:
• Convert more visitors to our core digital products
• Launch new digital niche subscription products
• Continued conversion of audiences to digital subscribers
• Expect 900,000 digital subscribers by 2026, assuming
modest penetration of the current addressable market
We expect to drive digital subscription revenue even
faster:
• Expect ARPU expansion as introductory pricing becomes a
smaller piece of the subscriber base
• Maximizing ARPU through data and sophisticated analytics
• Niche digital products expected to carry higher ARPU
LEE IS CONFIDENT IN ITS PLAN TO GROW DIGITAL SUBSCRIPTIONS AND AVERAGE REVENUE PER UNIT (ARPU)
Lee expects $100M of digital subscription revenue in 2026
$M
$25M
$50M
$75M
$100M
$125M
K
100K
200K
300K
400K
500K
600K
700K
800K
900K
1000K
2020 2021 2022E 2026E
Digital Subscriptions – 5 Year Outlook
D/O Subscribers D/O Sub Revenue |
| 22
DIGITAL TRANSFORMATION: EXPAND DIGITAL
ADVERTISING SERVICES
LEVERAGE “FIRST TO MARKET” POSITION WITH ARRAY OF DIGITAL PRODUCT OFFERINGS, SERVICES AND MARKETING SOLUTIONS
Amplified: Lee’s Omnichannel Marketing Solution
Amplified offers omnichannel digital marketing solutions for local advertisers
(e.g., consulting, media buying, analytics) through its Vision platform
Competitive Advantages of Amplified:
• Data driven ad tech that efficiently feeds customized proposals to sales
reps through Lee’s Vision platform
• Specialized category expertise – automotive and healthcare
• Scalable custom video content from Brand Ave. Studios
• First party data to drive premium eCPMs and create recurring revenue
• Creates a pipeline for providing e-commerce solutions from custom
website development and agency services supporting major e-commerce
platforms
Diversify and Expand Offerings to Local Advertisers
PILLAR 1 PILLAR 2 PILLAR 3
Maximize Revenue on Lee’s Digital Platforms
Massive audiences on our owned and operated websites (O&O) provide a
growing opportunity to drive high margin digital advertising revenue
Competitive Advantages of O&O:
• Audience to leverage Lee’s Vision platform in order to:
• Increase local market penetration increasing customer counts
• Increase sell-thru rates and eCPM’s to drive higher value digital
advertising revenue
• Promote video digital banner, sponsorship and branded content |
| 23
DIGITAL TRANSFORMATION: AMPLIFIED IS GROWING RAPIDLY
AMPLIFIED – LEE’S FULL-SERVICE DIGITAL AGENCY IS EXPECTED TO CONTINUE TO GROW SIGNIFICANTLY
• Overview of Amplified:
‒ Provides full suite of digital services such as omnichannel marketing
solutions, audience targeted display, SEM, social audience targeting,
social media management, email marketing, banner, video streaming,
and much more
‒ Creates sophisticated websites for local, regional, and national
customers – 2,000 websites developed
‒ Supports ecommerce solutions and leverages first party data to drive
premium eCPMs
‒ Delivers key analytics to customers via Amplified Insights
‒ Develops custom video content through Brand Avenue Studios
• Amplified in Numbers:
‒ Over 5,700 customers, up 51% in the last twelve months.
‒ Amplified customers in 46 states
‒ Professional staff of 127 digital experts as of Q1 FY22, up 31% in the
last twelve months.
Amplified generated $47 million in revenue (LTM) and is expected to
reach $100 million in 2024
$29M
$47M
$65M
Q4
2020
Q1
2021
Q2
2021
Q3
2021
Q4
2021
Q1
2022
Q2
2022E
Q3
2022E
Q4
2022E
Amplified Revenue (LTM) |
| 24
DIGITAL TRANSFORMATION: FIVE-YEAR DIGITAL
ADVERTISING OUTLOOK
DIGITAL ADVERTISING GROWTH IS FUELED BY AMPLIFIED
• Amplified will drive digital marketing services revenue growth.
‒ Rapidly growing digital marketing services provider with $47M of
revenue over the last twelve months, up 59%
‒ Leverage local market presence to expand client base from 5,700
monthly customers
‒ Increase advertiser spending due to:
• Growing demand for omnichannel digital advertising
• Lee’s Vision platform leverages data and derives value for local advertisers
‒ Expect $200M of Amplified revenue in 2026
• Our owned and operated digital products provides a unique
opportunity to grow high margin digital advertising revenue.
‒ Increase local market penetration increasing customer counts
‒ Leverage Lee’s Vision platform to increase sell-thru rates and
eCPM’s to drive higher value digital advertising revenue
Lee expects $310M of Digital Advertising & Marketing Services Revenue in 2026
$M
$50M
$100M
$150M
$200M
$250M
$300M
$350M
2020 2021 2022E 2026E
Digital Advertising Outlook |
| 25
DIGITAL TRANSFORMATION: KEY TAKEAWAYS
Digital Subscriptions Digital Advertising
. Lee is the fastest growing digital subscription platform with a
strong track record of accelerating digital subscription growth
. With 450,000 digital subscriptions, Lee is halfway to reaching its
2026 goal of 900,000 digital-only subscriptions
. Lee’s digital transformation strategy is expected to generate
recurring sustainable digital subscription revenue, expecting
$100M in 2026
. Our full-service digital agency, Amplified, is growing rapidly and
the sophisticated Vision platform uniquely positions Lee to
capitalize on the double-digit growth in omnichannel digital
advertising
. Lee’s sophisticated Vision platform uniquely positions us to
capitalize on the double-digit growth in omnichannel digital
advertising
. Lee’s strategy is expected to generate recurring sustainable digital
revenue, exceeding $310M in digital advertising revenue in 2026 |
| 26
STRONG TRACK RECORD OF SUSTAINABLE
COST MANAGEMENT
• Proficient in driving efficiencies
‒ Acquisition synergies and business transformation
initiatives expected to drive $114M in cost reductions
since 2019 (proforma for the acquisition), net of
investments
‒ Current base of +$300M of direct costs associated
with our legacy revenue streams that will be managed
with associated revenue trends
• Thoughtful investments in digital future
‒ Significant investments made in talent and technology
to fund successful execution of three- pillar strategy
‒ Increase in digital COGS due to increases in digital
revenue
$1.02B $913M $822M $705M $686M $705 -715M
2017 2018 2019 2020 2021 2022E
Total Cash Costs(1)
Optimizing operating structure by investing in the digital future &
managing the legacy business
$20-30M
$686M
$12M
$36M
$705-
715M
FY 2021 Business
Transformation
One Time Items
(medical, etc.)
Digital COGS &
Investments
FY 2022E
(1) Adjusted EBITDA and Cash Costs are non-GAAP financial measures. See appendix. |
| 27
LEE HAS BEEN INVESTING IN DIGITAL AND AGENCY SALES TALENT
TO SUPPORT GO-TO-MARKET STRATEGY AT THE LOCAL LEVEL
• To further our digital transformation, we have been investing in elite, digital-first
sales professionals who can serve our customers’ evolving needs
• We have created an organization that talented sales and agency executives are
drawn to, and our ability to continue to attract and retain sales talent is critical to
our ability to execute on our digital transformation strategy
• We are intentionally focusing on hiring digital-native talent who are well versed
in applying a data- and technology-driven approach to customer acquisition
Our new sales talent with proven digital acumen complements and supports our local market success |
| 28
DIGITAL TRANSFORMATION: REQUIRED INVESTMENTS
$15M of incremental investments expected in FY22
LEE IS MAKING VALUE-ADDED INVESTMENTS TO DRIVE ITS DIGITAL TRANSFORMATION
TALENT AND TEAM
• Data and technology team with AI expertise
• Brand development and strategic marketing experts
• User experience experts
• Digital product development talent
• Acquisition and retention talent Top talent focused on digital
subscriber acquisition and retention
• Executive producers to curate custom video content
• Digital advertising agency talent
• Digital advertising vertical category management experts
SYSTEMS AND INFRASTRUCTURE
• Data lake technology to store customer data
• Demographic and propensity scoring software
• Consolidated ID technology for subscription access, ad
targeting, frequency capping & content recommendations
• Data visualization tools for our newsrooms to drive reader
engagement
• Machine learning technology to personalize experiences for our
readers
• Business intelligence & visualization tools
• Marketing insight technology
• Front end ad tech that drives efficiencies and improves ARPU |
| 29
DIGITAL TRANSFORMATION FIVE YEAR OUTLOOK:
STRENGTHENED BALANCE SHEET
• $20M in debt reduction in Q1 2022 and $113M since
refinancing in March 2020
• Favorable credit agreement with Berkshire Hathaway
‒ 25-year runway w/ no breakage costs or prepayment
penalties
‒ Fixed annual interest rate, no financial performance
covenants and no fixed amortization
• Pension plans now frozen and fully funded in the
aggregate and not expecting any material pension
contributions in 2022
• Asset sales of $25M over the last two years and
targeting $20-30M in 2022. $14M already closed in Q1
Achieve long-term leverage target of under 2.5x in five years
$576M $576M
$538M
$524M
$499M
$485M $483M
$463M
Q2 2020 Q3 2020 Q4 2020 Q1 2020 Q2 2021 Q2 2021 Q4 2021 Q1 2022
Significant Debt Reduction
(Gross Debt) |
| 30
TODAY’S LEE IS THE RESULT OF PRUDENT DEAL-MAKING:
THE ACQUISITION OF BH MEDIA GROUP
Increased scale
• Added 31 media operations with print and digital platforms; nearly doubled audience size
• Immediately accretive to Lee earnings pre-synergies
Significant revenue opportunities and highly achievable synergies
• Realized $103 million in cost reductions within nine months of closing
• Driving revenue synergies from expanded application of digital advertising and subscriber programs
Strengthened capital structure
• Refinanced existing long-term debt on favorable terms
• 25-year runway, with no breakage costs or prepayment penalties
• Fixed annual interest rate, no financial performance covenants and no fixed amortization payments
(asset sale and excess cash flow payments are required)
• Deepened relationship with Berkshire Hathaway as long-term capital provider |
| 31
LEE’S DIGITAL TRANSFORMATION HAS CREATED VALUE FOR OUR
SHAREHOLDERS
One-Year TSR1 TSR Since Announcement of Lee’s Three-Pillar Strategy1,2
TSR During CEO’s Tenure1,3 Three-Year TSR1
1 Source: FactSet. Data as of February 16, 2022.
2 Note: Start date of April 4, 2021.
3 Note: Start date of February 17, 2016.
We believe our TSR outperformance over recent time periods reflects increased attention from investors – and further
recognition of our progress
We believe that longer-range time periods are less reflective of our significant digital transformation
61%
-12%
17%
-20% -10% 0% 10% 20% 30% 40% 50% 60% 70%
The New York Times Co.
Gannett Co.
44%
-14%
19%
-20% -10% 0% 10% 20% 30% 40% 50%
The New York Times Co.
Gannett Co.
43%
37%
-46%
-60% -40% -20% 0% 20% 40% 60%
The New York Times Co.
Gannett Co.
195%
251%
-34%
-75% -25% 25% 75% 125% 175% 225% 275%
The New York Times Co.
Gannett Co. |
| 32
Lee Has the Right Board to Oversee
the Execution of Our Digital
Strategy |
| 33
THE BOARD IS PURPOSE-BUILT AND ACCOUNTABLE FOR
LEE’S DIGITAL GROWTH STRATEGY
Directors with Deep, Relevant
Skills & Experiences
. Our directors collectively have decades of senior executive experience at
leading publishing, media and digital subscription companies
. Our directors are well-versed in strategy development and experienced in
overseeing complex business transformations
Substantially
Refreshed Board
. Three of eight directors were added since 2019, one of whom was
recommended by one of Lee’s largest shareholders; four longer-tenured
directors have retired in the last two years
. New directors bring significant experience in digital media, strategy
development, capital allocation, capital markets, and operations
Governance Structure
Enhances Accountability
. Strong independent Board oversight: Separate Chair and CEO, with an
empowered Lead Independent Director
. Shareholders have strong rights: majority voting in uncontested director
elections and proxy access |
| 34
LEE’S BOARD HAS RELEVANT EXPERIENCE
Digital
Media &
Journalism Operations
Finance,
Accounting &
Capital Markets
Executive
Leadership
All 8 directors have
experience in digital
technologies and
services, including
digital subscription
businesses.
7 of our 8 directors
have media and
journalism experience.
6 of our directors have
seasoned operations
experience obtained in
newspapers and
magazines (traditional
and digital), radio,
advertising, and
finance.
6 of our directors have
direct experience with
finance, accounting
and capital allocation
strategies
All 8 directors have
executive leadership
experience, including
as board members,
CEOs, CFOs, and other
senior leaders at public
and private companies. |
| 35
OUR DIRECTORS HAVE COMPLEMENTARY SKILLS
Mary E. Junck
Chairman
Steven Fletcher
Independent Director
Megan R. Liberman
Independent Director
Brent Magid
Independent Director
Kevin D. Mowbray
President & CEO
Herbert W. Moloney III
Lead Independent Director
David Pearson
Independent Director
Gregory P. Schermer
Independent Director
. Has worked in executive and
senior management positions in
the publishing industry for over 30
years
. Former President and CEO of Lee
Enterprises
. Serves on the board of Postmedia
Network Canada, an owner of
newspapers and online platforms
. Decades of experience advising on
strategic transactions, debt and
equity financing and capital
allocation in the digital media
sector
. Former investment banker at
Goldman Sachs and GCA Savvian,
where he was head of the Digital
Media Group
. Accomplished digital media
executive
. Sr. VP at SiriusXM where she is
responsible for content and
strategic direction of the talk
portfolio
. Experience implementing digital
strategy at The New York Times
and Yahoo News Group
. CEO of Frank M. Magid Associates,
a media-focused strategy
consulting company
. Research-based knowledge of key
marketing and digital advertising
trends
. Deep transactional experience as a
former investment banker at
JPMorgan Chase & Co.
. 30+ years of experience in media
and journalism
. Has served as Lee’s CEO since
2016 and has been responsible for
digital growth, revenue expansion
and business transformation
. Has piloted significant digital
products and initiatives across
some of Lee’s largest newspapers
. Over 30 years of leadership
experience in the publishing and
television industries
. Former COO of Western
Colorprint, which provided
advertising and commercial printing
services to the publishing industry
. Former COO of Vertis, a provider
of advertising and marketing
solutions to retail/consumer
companies
. Investor and consultant with
decades of experience as an
executive at, and advisor to, digital-
first media companies
. Former CFO of Vonage
. Former investment banker at
Goldman Sachs and Deutsche Bank
with strong transactional expertise
in the media and telecom industries
. Provides valuable insight into Lee’s
digital transformation as the
Company’s former Vice President,
Strategy
. Led the development and
expansion of TownNews and other
digital media initiatives
. Also served as the Company’s
former Corporate Counsel |
| 36
THE BOARD HAS BEEN SUBSTANTIALLY REFRESHED OVER
THE LAST THREE YEARS
JANUARY 2019
Mary E. Junck
Chairman
Kevin Mowbray
President & CEO
Steven Fletcher
Independent Director
Added 2020
Megan R. Liberman
Independent Director
Added 2019
Brent Magid
Independent Director
Herbert W. Moloney III
Lead Independent Director
David Pearson
Independent Director
Added 2020
Gregory P. Schermer
Independent Director
TODAY
Mary E. Junck
Executive Chairman
Kevin Mowbray
President & CEO
Leonard J. Elmore
Independent Director
Retired 2020
Brent Magid
Independent Director
Willian E. Mayer
Independent Director
Retired 2021
Gregory P. Schermer
Director
Richard Cole
Independent Director
Retired 2021
Nancy S. Donovan
Independent Director
Retired 2020
Herbert W. Moloney III
Independent Director
Substantially refreshed Board to oversee our digital-focused growth strategy |
| 37
NEW DIRECTORS HAVE STRONG DIGITAL EXPERTISE
Megan R. Liberman
Director Since June 2019
DIRECTORS ADDED SINCE 2019
Steven Fletcher
Director Since February 2020
David Pearson
Director Since February 2020
Current and Past Experience
. SiriusXM, Senior Vice President, News, Talk &
Entertainment responsible for content and strategic
direction of the talk portfolio, overseeing 60 original
and partner channels and all podcast programming
produced under the Stitcher and Earwolf labels
. Yahoo News Group, Vice President and Editor in Chief
. The New York Times for 13 years, most recently as
Deputy News Editor for Digital Development
. The New York Times Magazine, first as a Story Editor
before becoming Deputy Editor, overseeing numerous
award-winning video and multimedia projects
Current and Past Experience
. Explorer Parent LLC, CEO, advisor to several publicly-
traded Special Purpose Acquisition Companies
. GCA Savvian (Investment Bank), Managing Director,
Co-Head of the Digital Media Group and Head of the
Software Group
. Goldman, Sachs & Co., Head of the Private Placement
Group, Head of the IT Services sector and Co-Head of
the Hardware, Storage, EMS and Internet Infrastructure
sectors
Current and Past Experience
. Vonage, Chief Financial Officer, responsible for
managing Vonage's Finance and Investor Relations
organizations
. Deutsche Bank Securities, Managing Director, Global
Media & Telecom Group Head
. Goldman, Sachs & Co., Managing Director, Technology,
Media & Telecom (TMT) practice
Digital Media
Digital Media
M&A and Capital Markets
Digital Subscription Businesses
M&A and Capital Markets |
| 38
LEE IS COMMITTED TO STRONG CORPORATE GOVERNANCE
Majority vote standard for
uncontested director
elections
Separate Chairman and
CEO roles
Empowered Lead
Independent Director with
robust responsibilities
Lee’s governance provides ample mechanisms for shareholders to hold the Board accountable
Board Accountability &
Leadership
Shareholder
Rights
Board Independence &
Refreshment
Proxy access, allowing
shareholders to include
their own nominees in the
Company’s proxy
statement
Extended timeline for
shareholder proposals,
providing substantially
more time for shareholders
to submit proposals and
director nominations
6 of 8 of directors are
independent
Added 3 independent
directors with digital,
finance, tech and media
expertise since 2019
4 longer-tenured directors
have retired in the last 2
years
Director Engagement &
Access
Active shareholder
engagement program
Recent Board
appointments made with
substantial shareholder
input
Significant Board
interaction with senior
Company executives
through regular business
reviews |
| 39
Alden is Seeking to Acquire Lee at a Discount to
Intrinsic Value Through Aggressive Means |
| 40
ALDEN IS SEEKING TO ACQUIRE LEE AT A SIGNIFICANT DISCOUNT
TO INTRINSIC VALUE
Did not seek to engage with the Lee Board privately before announcing its
unsolicited, public takeover proposal
Attempted to submit director nominations before it even heard our Board’s
response to its offer, indicating that it was interested in applying undue influence
on our process
Made a low-ball proposal that significantly undervalues Lee’s business and
opportunities
Alden: |
| 41
THE REAL REASON FOR ALDEN’S ATTEMPT TO NOMINATE DIRECTORS
. Despite claiming publicly that Alden’s nominees were intended to benefit Lee, the facts clearly highlight Alden’s reasons
for nominating directors. The truth is, Alden’s proxy contest has nothing to do with Alden’s desire to improve Lee’s
corporate governance
. Alden asked its investment bankers who were assisting with the unsolicited bid for Lee to identify board candidates¹,
demonstrating that the nominations were about furthering Alden’s bid
1 Source: The Deal article, February 7, 2022, “Alden, Lee Spar Over ‘Record Holder’ Requirement for Proxy Fight”
2 Source: Alden Global Capital Press Release, January 27, 2022
3 Source: Strategic Investment Opportunities v. Lee Enterprises, Del. Ch., C.A. No. 2021-1089-LWW (Feb. 14, 2022) at 14
4 Source: Strategic Investment Opportunities v. Lee Enterprises, Del. Ch., C.A. No. 2021-1089-LWW (Feb. 14, 2022) at 37
Our sole purpose in this campaign is to elect
highly qualified directors who will bring much-
needed independent perspectives and relevant
expertise to the boardroom…”²
the entire bid is dependent on [the nominations]”³
In its opinion, the Delaware Chancery Court noted that Alden’s
“nominations were part and parcel of [its] hostile bid to acquire Lee.”⁴ |
| 42
ALDEN MADE NO ATTEMPT TO CONSTRUCTIVELY ENGAGE PRIOR
TO – OR AFTER – MAKING ITS PROPOSAL
November 22
Lee Board confirms receipt and
retains financial advisors to
carefully review proposal
December 3
Lee Board informs Alden that
its director nominations are
invalid
December 9
Lee Board announces
unanimous rejection of
Alden’s unsolicited
proposal
November 22
Alden publicly announces unsolicited, non-binding
proposal to acquire Lee for $24/share
In our opinion, Alden intentionally went public with its
offer to destabilize Lee’s business and intensify
concern among employees about their job security
November 24
Lee adopts one-year
rights plan
November 26
Alden announces its purported director
nominees on Lee’s nomination deadline
December 15
Alden files lawsuit against Lee for rejecting nomination notice
based on noncompliance with company bylaws
Pre-November 22
Despite being well-known to one another, Alden
made no attempt to engage privately, nor did it make
any prior proposal for Lee ahead of a public
announcement on November 22
To date
Alden has not responded
to Lee’s rejection of the
$24/share offer
November 29
Lee Board announces it will
review Alden’s purported
nomination notice
Alden’s actions
Lee’s responses
November 2021 December 2021 |
| 43
ALDEN’S INITIAL PROPOSAL WAS INADEQUATE, AS DEMONSTRATED BY
THE STOCK PRICE ITSELF
. Alden waited for the stock to reach
a low of ~$18 in November 2021
to make its unsolicited proposal of
$24 per share for the Company
. Lee’s stock rose above the offer
price almost immediately,
demonstrating shareholder
sentiment that the proposal was
inadequate
. Lee reported strong Q4/FY21
earnings on December 9, 2021,
demonstrating progress and
successful execution of the Three
Pillar Digital Growth Strategy
LEE’s 30-day volume-weighted average price as of February 16 is nearly 50% ABOVE
Alden’s grossly inadequate proposal
Alden made its $24
offer when Lee’s stock
was trading at $18
¹ Source: FactSet. Data as of February 16, 2022.
Lee 4Q earnings
announcement;
Board rejects Alden
proposal; stock
climbs significantly
Stock at prior high of
~$36 in May 2021,
following update on
Three Pillar Digital
Growth Strategy
$0.00
$5.00
$10.00
$15.00
$20.00
$25.00
$30.00
$35.00
$40.00
$45.00
$50.00
Feb-21 May-21 Aug-21 Nov-21 Feb-22 |
| 44
LEE’S BOARD THOROUGHLY REVIEWED ALDEN’S PROPOSAL
. Lee’s Board of Directors is actively engaged with designing and overseeing the execution of Lee’s long-term strategy
. In response to Alden’s unsolicited proposal, the Board engaged financial and legal advisors, J.P. Morgan and Kirkland &
Ellis, to help evaluate the proposal
. The Board evaluated Alden’s proposal in light of the Company’s long-term strategy, near- and longer-term value creation
opportunities, and execution risk, among other things
. The Board further examined the terms of Alden’s proposal, including its purported conditions, timing, financing and
contingencies
. The Board then, with the aid and input of the Company’s financial and legal advisors, determined that Alden’s proposal
grossly undervalues the Company and fails to recognize the strength of our business today and our compelling future
prospects |
| 45
LEE’S LARGEST SHAREHOLDERS AGREE THAT ALDEN’S $24/SHARE
PROPOSAL SIGNIFICANTLY UNDERVALUES LEE
We believe the gap between [LEE’s] economic and the
accounting value is enormous… Digital media thrives
as print newspapers wane as LEE grows digital. We
expect the digital segment to eclipse print shortly
leading to positive consolidated revenue growth in
2021 and beyond. Meanwhile, LEE reduces debt (held
exclusively by Berkshire Hathaway) by ~$60 million
per annum… LEE is changing and adopting but few
notice.”
Exhibit to Cannell Capital’s 13D
Amendment, August 31, 2021
Letter to Lee’s Board of Directors,
December 8, 2021
“Alden’s proposed purchase price is clearly
insufficient and opportunistic, grossly undervaluing
the business. Furthermore, their proposal comes
precisely as the digital business transformation gains
momentum… investors have yet to realize that while
the traditional print newspaper business slowly
declines, the digital business has been growing
rapidly, becoming an increasingly substantial
percentage of the total business.”
Note: Permission to use quotations was neither sought nor obtained. |
| 46
We Believe Alden’s Withhold
Campaign Seeks to Further Its
Interests, Not the Interests of Lee’s
Public Shareholders |
| 47
WE BELIEVE ALDEN’S INTERESTS ARE NOT ALIGNED WITH
THOSE OF OTHER LEE SHAREHOLDERS
Interests of Lee Shareholders Alden’s Misaligned Interest
Continue to execute on the Company’s digital transformation strategy
and position the business for sustainable growth
. Execute on the three-pillar growth strategy to increase digital,
recurring revenue
. Strengthen Lee’s base of annual recurring revenue and unlock the
full value of Lee’s platform
Buy Lee now, before the transformation is complete and the market
recognizes Lee’s value and growth opportunities
Nurture a culture of stability and professionalism so newsrooms and
reporters can deliver timely and relevant local news
Unsettle local newsrooms,1 making it more difficult for Lee to execute its
business plan in hopes of forcing a sale of the Company
Maintain an experienced leadership team and a strong, independent
Board to ensure strong execution and value creation
Destabilize Lee by removing two of its key leaders to thwart Lee’s
transformation and gain negotiating leverage
Create long-term value for all shareholders and have the stock price
reflect the underlying value of Lee’s business and opportunities
. Achieve a multiple that is in line with our digital-first peers
Pay the lowest price possible for Lee
We believe shareholders should be skeptical of Alden’s withhold campaign given Alden’s misaligned incentives
1 On November 29, 2021, the union representing the 12 unionized newsrooms of Lee Enterprises released a statement warning that, “Alden has cut their staffs at twice the rate of
competitors, resulting in the loss of countless jobs. They’ve fostered unhealthy and untenable workplaces that make it impossible to retain talent. They’ve shuttered physical newsrooms to
leave journalists working from their cars… Thousands of us will lose our jobs, and the communities we serve will never recover.“ |
| 48
ALDEN’S PLAYBOOK IS FAMILIAR: IT WORKED FOR ALDEN
AT TRIBUNE
After destabilizing Tribune, including by having the CEO leave and gaining three seats, Alden was able to acquire Tribune
Alden Tactic Approach at Tribune Approach at Lee
Stealthily accumulate a large
ownership position
Alden acquired ~32% of Tribune via a private
transaction and filed a surprise 13D
Alden has made seemingly inconsistent disclosures
in its 13D and 13F filings and its true ownership
stake was unclear1 because Alden deliberately kept
Lee in the dark
Seek board representation
Received two seats in a settlement with a third
director, Alden’s founder and CIO, Randall Smith,
joining the Board later
Alden initially submitted a nomination notice
seeking three Board seats
Destabilize company
leadership
Tribune’s CEO stepped down within 90 days of
Alden gaining seats on Tribune’s Board; the Board
also appointed a new Chairman
Alden is seeking to destabilize Lee through a
withhold vote campaign
Push the company into a sale Tribune agreed to sell itself to Alden in a $630
million transaction in February 2021
Alden submitted a low-ball proposal to acquire Lee
at a grossly inadequate price
1
2
3
4
1 Source: Strategic Investment Opportunities v. Lee Enterprises, Del. Ch., C.A. No. 2021-1089-LWW (Feb. 14, 2022) at 9, 13. |
| 49
ALDEN’S SELF-SERVING CAMPAIGN RISKS CAUSING SEVERE
DISRUPTION TO LEE’S PROGRESS
. The directors up for election this year have important leadership roles on the Board and at the
Company
Mary Junck is the Chair of the Board, and her in-depth knowledge of the Company and the
publishing industry gives her a valuable and unique perspective on the Company’s business,
strategy, opportunities and the competitive landscape; she also has a strong, long-term
relationship with Lee’s sole creditor
Herbert Moloney is the Lead Independent Director and has extensive industry and leadership
experience that provides him with substantive insights on digital and print advertising,
marketing, operations and strategy development
. The removal of Ms. Junck and Mr. Moloney would wipe out decades of collective experience leading
publishing companies from our Board
. We believe the removal of these directors also creates the potential for significant disruption of Lee’s
business and would impair Lee’s ability to attract and retain key talent |
| 50
LEE’S BOARD NOMINEES ARE ESSENTIAL TO DRIVING THE
EXECUTION OF ITS DIGITAL GROWTH STRATEGY
Mary E. Junck
Chairman
49 years industry experience
Kevin D. Mowbray
President & CEO
35 years industry experience
Herbert W. Moloney III
Lead Independent Director
30 years industry experience
Deep publishing industry experience – each have served as President and
Publisher of large news publications; led advertising and marketing operations
Architects of Lee’s successful Three Pillar Digital Growth Strategy; providing
strong oversight and guidance of its execution
Instrumental in transformational transaction with Berkshire Hathaway
Demonstrated commitment to acting as stewards of strong local journalism while
creating long-term shareholder value
Alden’s campaign to
remove Lee’s Chair
and Lead
Independent Director
is a blatant and
utterly unjustified
attempt to
destabilize the
leadership of Lee’s
Board |
| 51
LEE’S BOARD HAD A GOOD FAITH BASIS TO REJECT
ALDEN’S INVALID NOMINATION NOTICE
Delaware Chancery Court acknowledged Lee’s Board acted in good faith in rejecting Alden’s invalid nomination notice
Lee Bylaw Requirement Common /
Uncommon Why Is It Important? Alden
Complied? Key Facts
A nominating stockholder must
submit the Company’s form of
director questionnaire for each of
its nominees
Common
Lee believes it is important to furnish
relevant information to shareholders about
all candidates up for election
Alden submitted its own “alternative”
questionnaire instead of the Company’s
form
Nominations may only be
submitted by a stockholder of
record
Common
There is no way for Lee to know if a fund is a
shareholder unless the fund is on the record
holder list; absent this requirement, a non-
shareholder could purport to nominate
directors
Alden was not a shareholder of record
at the time it submitted its purported
nominations
The record holder must make
certain representations regarding
its notice and intentions
Common
Absent these representations, Lee could
needlessly distract shareholders with a
contested election proxy statement even
though the shareholder who has nominated
does not intend to solicit votes or attend the
annual meeting
Alden attempted to get Cede & Co. (a
record holder) to nominate on its
behalf, but did not make the disclosures
required of the record holder to
properly nominate
Lee’s Board enforced the Company’s Bylaws to ensure the orderly exercise of shareholder rights and
the integrity of director elections |
| 52
ALDEN’S CLAIMS ARE MISLEADING
Alden’s Misleading Claim Lee’s Response
“…[W]e question the circumstances under which
Ms. Junck and Mr. Moloney have been re-
nominated given that Lee’s Corporate
Governance Guidelines include a director
retirement policy that takes effect if a director
would be age 70 or older at the time of the
election...”1
. Lee’s Corporate Governance Guidelines clearly state that the Nominating and Corporate
Governance Committee may grant exceptions to the Board’s retirement policy under
extraordinary circumstances
. In light of the Company’s ongoing digital transformation, Alden’s hostile takeover attempt
and the Board refreshment that has occurred over the last five years, the Committee
determined that it was important for Ms. Junck and Mr. Moloney to remain on the Board
to ensure continuity on the Board during a time of significant change at Lee
“Lee’s standalone Adj. EBITDA excluding the
Berkshire acquisition is [15%] below Lee’s Adj.
EBITDA prior to the Berkshire Acquisition…”2
. The COVID-19 pandemic has had a significant negative impact on advertising spending
. Our advertising customers are primarily SMBs, which have been disproportionately
affected relative to national and global companies and have reduced their spending
accordingly
. Nevertheless, we have taken actions to drive $114M in cost reductions since 2019 while
continuing to invest in talent and technology necessary to support the execution of our
three-pillar strategy
. Our Adjusted EBITDA guidance for 2022 reflects continued investments and an increase
in COGS that we believe are necessary to support our digital transformation
1 Source: Alden Global Capital Press Release, January 27, 2022.
2 Source: Alden Global Capital Press Release, February 3, 2022. |
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ALDEN’S CLAIMS ARE MISLEADING (CONT’D)
Alden’s Misleading Claim1 Lee’s Response
“[There is a] troubling pattern of exorbitant
payments over the course of two decades to
companies related to Mr. Moloney…”
. Mr. Moloney served as President and COO of Western Colorprint for five years from 2006
until his retirement in 2011. Western Colorprint provided commercial printing services to
Lee Enterprises. The full value of these services were disclosed in Lee’s proxy materials
. Mr. Moloney did not have a personal material interest in, nor any direct involvement with,
the transactions
. The transactions were comparable to terms that would have been negotiated at arms-
length with other companies
“[There have been] decades worth of payments
to Corporate Secretary C. D. Waterman III’s
personal law firm…”
. Mr. Waterman is Lee’s outside general counsel and the Company’s Corporate Secretary.
This is a fairly common operating structure among smaller companies like Lee
. The law firm Lane & Waterman provides legal services to Lee. The fees associated with
these services are reviewed annually by Lee’s Audit Committee
. Mr. Waterman retired as a Partner of Lane & Waterman in 2016
“We are concerned that the Board may be trying
to avoid accountability to its stockholders by
attempting to have a ‘plurality’ voting standard
apply to the election of directors… It is entirely
disingenuous for the Company to deem this to be
[a] ‘contested election’ to enjoy the
entrenchment benefits of ‘plurality’ voting…”
. The Bylaws are clear and unambiguous that a plurality voting standard applies in the case
of a contested election
. Since Alden’s nomination notice was pending at the time our proxy statement was filed
with the SEC, the meeting is considered contested under our Bylaws and therefore a
plurality voting standard applies
. Once again, Alden is demonstrating a disregard for Lee’s clear Bylaws and its preference to
interpret them in a way that best serves its efforts to destabilize Lee in furtherance of its
hostile takeover attempt
1 Source: Alden Global Capital Press Release, February 15, 2022. |
| 54
ALDEN’S CLAIMS ARE MISLEADING (CONT’D)
Alden’s Misleading Claim1 Lee’s Response
“This campaign is not about preparing the
Company for sale”
. Alden’s own communications indicate that its attempt to nominate directors was integral
to its attempted takeover of Lee
. In an email, Alden exclaimed that its “entire takeover bid is dependent”² on its nominations
. In its opinion, the Delaware Chancery Court noted that Alden’s “nominations were part
and parcel of [its] hostile bid to acquire Lee.”³
“[The] incumbent Board approved value-
destructive M&A”
. The acquisitions Alden refers to were completed over 17 years ago
. The industry environment has changed dramatically since that time
. The Company has since transformed its business and restructured its debt and is well-
positioned for the future
. The Board has played a key role in the development and oversight of the Company’s
ongoing digital transformation
“Leadership failed to bring Lee back on track
after its 2011 bankruptcy, over-levering Lee yet
again”
. In 2020, we refinanced our long-term debt to give us flexibility as we continue our digital
transformation
. Our debt carries a 25-year maturity with no performance covenants and an interest rate
of 9% annually
. Importantly, the refinancing left Lee with a single lender – Berkshire Hathaway – with
whom the Company has a strong relationship, and which continues to publicly support our
Board and leadership team
1 Source: Alden Global Capital Investor Presentation, February 15, 2022.
2 Source: Strategic Investment Opportunities v. Lee Enterprises, Del. Ch., C.A. No. 2021-1089-LWW (Feb. 14, 2022) at 14.
3 Source: Strategic Investment Opportunities v. Lee Enterprises, Del. Ch., C.A. No. 2021-1089-LWW (Feb. 14, 2022) at 37. |
| 55
ALDEN’S CLAIMS ARE MISLEADING (CONT’D)
Alden’s Misleading Claim1 Lee’s Response
“[Mary Junck, Herb Moloney and Kevin
Mowbray] unilaterally rejected [Alden’s]
nominees and claimed that [its]
nomination notice was invalid without
involving any other member of the
Board…”
. This is completely untrue
. The determination that Alden’s purported nomination notice was invalid for noncompliance with
the Bylaws was made by the full Board after due deliberation
“Insiders have not purchased a single share
of Lee in more than a decade”
. Collectively, the Board beneficially owns more than 8% of Lee’s outstanding shares
. Ms. Junck has a substantial economic stake in Lee and is the Company’s sixth-largest
shareholder. Her interests are fully aligned with those of other shareholders
. Neither Ms. Junck nor Mr. Moloney have sold any shares during the past decade
“In 2017, [Mr.] Moloney ignored a majority
vote in favor of annual ratification on
executive pay in favor of triennial
ratification…”
. The decision to recommend triennial Say-on-Pay votes was made by the Executive
Compensation Committee, not Mr. Moloney individually, and was approved by the full Board
. In reaching its determination, the Committee considered:
o The inconclusive nature of the vote, in which a majority of shares represented at the meeting
were cast in favor of three-year frequency or were not voted in favor of any alternative;
o The Company’s strong record of shareholder approval for its Say-on-Pay proposals, which
averaged approximately 95% from 2011 to 2017; and
o The Company’s robust shareholder engagement program, which did not reveal any specific
concerns with the Company’s executive compensation program
. At the 2020 Annual Meeting, shareholders continued to vote overwhelmingly to support our
executive compensation plan
1 Source: Alden Global Capital Investor Presentation, February 15, 2022. |
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Conclusion |
| 57
OUR BOARD’S RESPONSE TO ALDEN’S INTEREST HAS BEEN THE
RESULT OF A THOROUGH AND DELIBERATIVE PROCESS
Our Board will continue to focus on serving the interests of all shareholders
Independent, Thoughtful
Evaluation of Alden’s Proposal
. Lee’s Board is comprised of directors with decades of collective experience executing, advising on, and evaluating major
business transactions in the media sector
. The Board thoroughly vetted and approved Lee’s strategic long-range plan in September 2021, just weeks before Alden’s
proposal
. The Board engaged financial and legal advisors to evaluate Alden’s proposal
. The Board, together with members of senior management and the Company’s financial and legal advisors, reviewed Alden’s
proposal and determined that the proposal so grossly undervalued Lee that it did not warrant further engagement
Limited-Duration Shareholder
Rights Plan to Safeguard
Shareholder Interests
. Alden’s proposal was unsolicited and came without prior engagement or notice before it was publicly disclosed
. Alden has a track record of rapidly accumulating substantial control positions to apply pressure to its targets
. Alden has made seemingly inconsistent disclosures in its 13D and 13F filings and because Alden deliberately kept Lee in the
dark, Alden’s true ownership stake was unclear¹
. The Board adopted a limited-duration Shareholder Rights Plan to ensure that the Board and shareholders had the time
needed to properly assess Alden’s proposal without undue pressure and to ensure that our decision protects the interests of
all shareholders
Careful Consideration of Alden’s
Purported Nomination
. The Board, together with its legal advisors, reviewed Alden’s nomination and determined that the submission did not meet
several essential and common requirements that are designed to protect the interests of all shareholders
. The Delaware Chancery Court upheld the decision by Lee’s Board to reject Alden’s director nomination notice
1 Source: Strategic Investment Opportunities v. Lee Enterprises, Del. Ch., C.A. No. 2021-1089-LWW (Feb. 14, 2022) at 9, 13. |
| 58
ALDEN IS SEEKING TO FURTHER ITS INTEREST, NOT THE
INTERESTS OF OUR OTHER SHAREHOLDERS
Alden’s Interest Is This in the Interest of Other Lee Shareholders?
Buy Lee before the market recognizes the value of Lee’s
progress and opportunity No.
Unsettle local newsrooms, making it more difficult for Lee to
execute its business plan No.
Destabilize Lee and thwart the execution of Lee’s business
plan to force Lee into Alden’s arms No.
Buy Lee for as little as possible, preferably without
negotiations or competition from others No. |
| 59
WARREN BUFFETT CONTINUES TO BELIEVE WE ARE WELL-POSITIONED
TO EXECUTE ON OUR TRANSFORMATION
As Lee’s sole lender, Berkshire Hathaway remains highly
confident in Lee’s Board and management as they continue
to navigate the ever-evolving newspaper industry.”
Warren Buffett, February 14, 2022
Note: Permission obtained to use quotation. |
| 60
YOUR VOTE IS VERY IMPORTANT
We believe Alden’s efforts to remove key leaders from our Board is an attempt
to further its efforts to acquire the Company at a grossly inadequate price and
to take value that rightly belongs to all of Lee’s shareholders
Your Board strongly urges all Lee shareholders to support continued execution
of our digital-first strategy that is delivering shareholder value
VOTE “FOR ALL” OF LEE’S DIRECTOR NOMINEES ON THE WHITE PROXY
CARD TODAY |
| 61
PLEASE VOTE THE WHITE PROXY CARD
Shareholders Call Toll Free: 800-662-5200
All Others Call: 203-658-9400
Email: LEE@investor.MorrowSodali.com
If you have any questions or require any assistance in voting your
shares, please contact our proxy solicitor |
| 62
DISCLAIMER
Forward-Looking Statements
The information provided in this presentation may include forward-looking statements relating to future events or the future financial performance of the Company. Because such statements are subject to risks
and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Words such as “aims,” “anticipates,” “plans,” “expects,” “intends,” “will,” “potential,”
“hope” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon current expectations of the Company and involve assumptions that may
never materialize or may prove to be incorrect. Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of various risks and
uncertainties. Detailed information regarding factors that may cause actual results to differ materially from the results expressed or implied by statements in report relating to the Company may be found in the
Company’s periodic filings with the SEC, including the factors described in the sections entitled “Risk Factors,” copies of which may be obtained from the SEC’s website at www.sec.gov. The Company does not
undertake any obligation to update forward-looking statements contained in this press release.
Third-Party Information
This presentation may contain or refer to news, quotations, commentary and other information relating to the Company generated by, or sourced from, persons or companies that are not affiliated with the
Company. Unless otherwise indicated, the Company has neither sought nor obtained permission to use or quote such third parties or third-party information, including, without limitation, information generated
by Alden Global Capital, LLC and certain of its affiliates (collectively, “Alden”). The Company has not assisted in the preparation of any third-party information, including, without limitation, information generated
by Alden. Any statement or information that is obtained or derived from statements made or published by a third party should not be viewed as indicating the support of such third party for any view expressed
in this presentation.
Except where otherwise indicated, the information in this presentation speaks only as of February 17, 2022. This presentation contains non-GAAP financial measures and key metrics relating to the Company's
past and expected future performance. You can find the reconciliation of these measures to the nearest comparable GAAP financial measures in the Appendix.
Important Additional Information and Where to Find It
The Company has filed a definitive proxy statement and form of WHITE proxy card with the SEC with respect to the Company’s 2022 Annual Meeting of Shareholders. The Company’s shareholders are strongly
encouraged to read the Definitive Proxy Statement, the accompanying WHITE proxy card and other documents filed with the SEC carefully in their entirety because they will contain important information. The
Company’s shareholders will be able to obtain the Definitive Proxy Statement, any amendments or supplements to the Definitive Proxy Statement and other documents filed by the Company with the SEC free
of charge at the SEC’s website at www.sec.gov. Copies will also be available free of charge at the Company’s website at www.lee.net.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers are participants in the solicitation of proxies from the Company’s shareholders in connection with the matters to be considered at the Company’s
2022 Annual Meeting of Shareholders. Information about the Company’s directors and executive officers is available in the Definitive Proxy Statement filed with the SEC on January 24, 2022, and, with respect
to directors and executive officers appointed following such date, will be available in certain of the Company’s other SEC filings made subsequent to the date of the Definitive Proxy Statement. To the extent
holdings of the Company’s securities by such directors or executive officers have changed since the amounts printed in the Definitive Proxy Statement, such changes have been or will be reflected on Statements
of Changes in Beneficial Ownership on Form 4 filed with the SEC. |
| 63
Appendix |
| 64
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Adjusted EBITDA is a non-GAAP financial performance
measure that enhances financial statement users overall
understanding of the operating performance of the Company.
The measure isolates unusual, infrequent or non-cash
transactions from the operating performance of the business.
This allows users to easily compare operating performance
among various fiscal periods and how management measures
the performance of the business. This measure also provides
users with a benchmark that can be used when forecasting
future operating performance of the Company that excludes
unusual, nonrecurring or one time transactions. Adjusted
EBITDA is a component of the calculation used by
stockholders and analysts to determine the value of our
business when using the market approach, which applies a
market multiple to financial metrics. It is also a measure used
to calculate the leverage ratio of the Company, which is a key
financial ratio monitored and used by the Company and its
investors. Adjusted EBITDA is defined as net income (loss),
plus non-operating expenses, income tax expense,
depreciation and amortization, assets loss (gain) on sales,
impairments and other, restructuring costs and other, stock
compensation and our 50% share of EBITDA from TNI and
MNI, minus equity in earnings of TNI and MNI.
Total Digital Revenue – Total Digital Revenue in the prior
year was reclassified to conform to the current year
presentation. Total Digital Revenue is defined as digital
advertising and marketing services revenue (including
Amplified), digital-only subscription revenue and digital
services revenue. Previously other digital subscription
revenue was included. The reclassification was made to
conform with a similar metric of the Company’s peers. All
periods have been restated for the reclassification.
(Millions of Dollars) Q1 FY2022
Net Income (loss) 13
Adjusted to exclude
Income tax expense 5
Non-operating expenses, net 7
Equity in earnings of TNI and MNI (2)
Loss (gain) on sale of assets and other, net (12)
Depreciation and amortization 10
Restructuring costs and other 3
Stock compensation 0
Add
Ownership share of TNI and MNI EBITDA
(50%) 2
Adjusted EBITDA 26 |
| 65
RECONCILIATION OF NON-GAAP FINANCIAL MEASURES
Cash Costs is a non-GAAP financial performance measure
represent a non-GAAP financial performance measure of
operating expenses which are measured on an accrual basis
and settled in cash. This measure is useful to investors in
understanding the components of the Company’s cash-
settled operating costs. Periodically, the Company provides
forward-looking guidance of Cash Costs, which can be used
by financial statement users to assess the Company's ability
to manage and control its operating cost structure. Cash
Costs are defined as compensation, newsprint and ink and
other operating expenses. Depreciation and amortization,
assets loss (gain) on sales, impairments and other, other non-
cash operating expenses and other expenses are excluded.
Cash Costs also exclude restructuring costs and other, which
are typically paid in cash.
(Millions of Dollars) Q1 FY2022 FY2021
Operating Expenses 179 745
Adjusted to exclude
Depreciation and amortization 10 44
Assets loss (gain) on sale of assets and other,
net (12) 8
Restructuring costs and other 3 7
Cash Costs 178 686 |
| 66
LEE’S BOARD ADOPTED A SHAREHOLDER RIGHTS PLAN TO
PROVIDE IT TIME TO SERVE SHAREHOLDERS’ INTERESTS
Provides Board and shareholders with adequate time and opportunity to fully assess any potential action; important
especially given seemingly inconsistent Alden SEC ownership disclosures
Contains common and shareholder-friendly terms, including a one-year duration, a 10% ownership threshold (20% for
passive investors), and no “wolfpack” provision
Preserves Board’s bargaining power in order to maximize value
Prevents Alden from achieving a position of substantial influence or gaining control or “negative” control over the company
without paying a premium; could be accomplished through one or any combination of the following:
. Purchases on the open market
. Acquisitions of derivatives (including total return swaps)
. Block trades with existing shareholders (as Alden executed in the Tribune Publishing situation)
Lee’s limited duration rights plan provided Lee’s Board and other shareholders
adequate time needed to fully assess Alden’s unsolicited proposal and to ensure that our
decision protects the interests of all shareholders
In adopting the Rights Plan, the Board noted that the Plan: |
| 67
ALDEN’S REIGN OF TERROR IN NEWSROOMS ACROSS
AMERICA
The photo on the left shows 142 members of The Denver Post’s newsroom staff in the newspaper’s lobby as it existed on May 15, 2013. The photo illustration on the right shows the toll that layoffs
and constant turnover have taken on the staff in the five years since. On Monday, at least two dozen more journalists will be leaving The Post because of layoffs.
Source: The Denver Post, April 6, 2018
Editorial: As vultures circle, The Denver Post must be saved
Excerpts [emphasis added]:
“The cuts, backed by our owner, the New York City hedge fund Alden Global Capital, also are a mystery, if you look at them from
the point of view of those of us intent on running a serious news operation befitting the city that bears our name. Media experts
locally and nationally question why our future looks so bleak, as many newspapers still enjoy double-digit profits and our
management reported solid profits as recently as last year.”
“Denver deserves a newspaper owner who supports its newsroom. If Alden isn’t willing to do good journalism here, it should sell
The Post to owners who will.”
A flagship local newspaper like The Post
plays a critically important role in its
city and state: It provides a public
record of the good and the bad, serves
as a watchdog against public and
private corruption, offers a free
marketplace of ideas and stands as a
lighthouse reflective and protective of —
and accountable to — a community’s
values and goals. A news organization
like ours ought to be seen, especially by
our owner, as a necessary public
institution vital to the very
maintenance of our grand democratic
experiment.”
https://www.denverpost.com/2018/04/06/as-vultures-circle-the-denver-post-must-be-saved/ |
| 68
ALDEN’S REIGN OF TERROR IN NEWSROOMS ACROSS
AMERICA, CONTINUED
A Secretive Hedge Fund
Is Gutting Newsrooms
Inside Alden Global Capital
By McKay Coppins
October 14, 2021 “The Tribune had been profitable when Alden took over. The paper had
weathered a decade and a half of mismanagement and declining
revenues and layoffs, and had finally achieved a kind of stability. Now
it might be facing extinction.”
https://www.theatlantic.com/magazine/archive/2021/11/alden-global-capital-killing-americas-newspapers/620171/
“They call Alden a vulture hedge fund, and I
think that’s honestly a misnomer,” Johnson
said. “A vulture doesn’t hold a wounded
animal’s head underwater. This is predatory.”
“‘It makes me profoundly sad to think about
what the Trib was, what it is, and what it’s
likely to become,’ says David Axelrod, who was
a reporter at the paper before becoming an
adviser to Barack Obama.”
“Through it all, [Alden] maintained their ruthless
silence—spurning interview requests and declining to
articulate their plans for the paper. Longtime Tribune
staffers had seen their share of bad corporate overlords,
but this felt more calculated, more sinister.
“The men who devised this model are Randall Smith and
Heath Freeman, the co-founders of Alden Global
Capital. Since they bought their first newspapers a
decade ago, no one has been more mercenary or less
interested in pretending to care about their
publications’ long-term health.”
“Alden ‘is not a newspaper company,’
says Ann Marie Lipinski, a former editor
in chief of the Chicago Tribune. ‘It’s a
hedge that went and bought up some
titles that it milks for cash.’” |
On February 17, 2022, Lee Enterprises, Incorporated (the “Company”)
updated its website https://investors.lee.net/2022-annual-meeting, which contains information relating to the Company’s 2022 Annual
Meeting of Shareholders. The website will be regularly updated with relevant information for shareholders. The below screenshots reflect
the updated website content:
Lee Enterprises (NYSE:LEE)
Historical Stock Chart
From Dec 2024 to Jan 2025
Lee Enterprises (NYSE:LEE)
Historical Stock Chart
From Jan 2024 to Jan 2025
