UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 10, 2020
_____________________________________________________
LEE ENTERPRISES, INCORPORATED
(Exact name of Registrant as specified in its charter)
_______________________________________________________________________
|
Delaware
(State of Incorporation)
|
1-6227
(Commission File Number)
|
42-0823980
(I.R.S. Employer Identification No.)
|
4600 E. 53rd Street, Davenport, IA 52807
(Address of Principal Executive Offices)
(563) 383-2100
Registrant’s telephone number, including area code
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)
of the Act:
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common Stock, $.01 par value per share
|
|
LEE
|
|
New York Stock Exchange
|
Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of
this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|
Emerging growth company [ ]
|
||
|
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
|
||
Item 8.01. Other Events.
As previously
announced, on January 29, 2020, Lee Enterprises, Incorporated (“Lee”) entered into an Asset and Stock Purchase Agreement with Berkshire Hathaway Inc. (“Berkshire”) and BH Media Group, Inc. (“BH Media”, together with Berkshire, “BH”) and agreed to
purchase all of the issued and outstanding capital stock of The Buffalo News (collectively, the “Transactions”). The completion of the Transactions is conditioned upon, among other things, expiration or termination of the applicable waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), relating to the consummation of the Transactions.
On February 10, 2020,
Lee and BH each received notification from the Federal Trade Commission of early termination of its respective waiting period under the HSR Act, in connection with the Transactions.
The completion of the
Transactions is subject to the closing of the financing of the Transactions and refinancing of Lee’s existing credit facilities under that certain Credit Agreement dated as of January 29, 2020, between Lee and BH Finance, LLC, and other customary
closing conditions. Lee expects to close the Transactions by mid-March 2020.
FORWARD-LOOKING STATEMENTS
The Private Securities
Litigation Reform Act of 1995 provides a “safe harbor” for forward-looking statements. This Form 8-K contains information that may be deemed forward-looking that is based largely on our current expectations. Forward-looking statements are not
guarantees of future performance and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated. Among such risks, trends and other uncertainties, which in some instances are
beyond our control, are:
|
•
|
Our ability to generate cash flows and maintain liquidity sufficient to service our debt;
|
|
•
|
Our ability to comply with the financial covenants in our credit facilities;
|
|
•
|
Our ability to refinance our debt as it comes due;
|
|
•
|
Our ability to manage declining print revenue;
|
|
•
|
Our ability to successfully complete acquisitions that we announce and, thereafter, to successfully integrate those acquisitions;
|
|
•
|
Whether our warrants that were issued in our 2014 refinancing will be exercised;
|
|
•
|
The impact and duration of adverse conditions in certain aspects of the economy affecting our business;
|
|
•
|
Change in advertising and subscription demand;
|
|
•
|
Changes in technology that impact our ability to deliver digital advertising;
|
|
•
|
Potential changes in newsprint, other commodities and energy costs;
|
|
•
|
Interest rates;
|
|
•
|
Labor costs;
|
|
•
|
Legislative and regulatory rulings;
|
|
•
|
Our ability to achieve planned expense reductions;
|
|
•
|
Our ability to maintain employee and customer relationships;
|
|
•
|
Our ability to manage increased capital costs;
|
|
•
|
Our ability to maintain our listing status on the NYSE;
|
|
•
|
Competition; and
|
|
•
|
Other risks detailed from time to time in our publicly filed documents.
|
Any statements that are
not statements of historical fact (including statements containing the words “may”, “will”, “would”, “could”, “believes”, “expects”, “anticipates”, “intends”, “plans”, “projects”, “considers” and similar expressions) generally should be considered
forward-looking statements. These forward-looking statements include information about possible or assumed future events, including, among other things, discussion and analysis of our future financial condition, results of operations and funds from
operations, our strategic plans and objectives, cost management, liquidity and ability to refinance our indebtedness as it matures, anticipated effects and synergies of acquisitions; anticipated capital expenditures (and access to capital) required
to complete projects, amounts of anticipated cash distributions to our stockholders in the future and other matters. Readers are cautioned not to place undue reliance on such forward-looking statements.
SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
LEE ENTERPRISES, INCORPORATED
|
|
|
|
|
/s/Timothy R. Millage
|
|
|
|
|
||
|
Date: February 12, 2020
|
By:
|
||
|
|
|
Timothy R. Millage
|
|
|
|
Vice President,
Chief Financial Officer
and
Treasurer
|
||
2