Cannell Capital LLC: Form SC 13D - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934 (Amendment No. __)

 

Lee Enterprises, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

523768109

(CUSIP Number)

J. Carlo Cannell

Cannell Capital LLC

245 Meriwether Circle

Alta, WY 83414

(307) 733-2284

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 11, 2022

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See 240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


Page 2

SCHEDULE 13D

CUSIP No.

523768109


1

NAMES OF REPORTING PERSONS

Cannell Capital LLC

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
94-3366999 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*


(a)  [  ]
(b)  [  ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)


WC/OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER*


543,787

8

SHARED VOTING POWER


0

9

SOLE DISPOSITIVE POWER*


543,787

10

SHARED DISPOSITIVE POWER


0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


543,787

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


9.13%*

14

TYPE OF REPORTING PERSON (See Instructions)

 

IA

       

* Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on February 4, 2022, there were 5,956,990 Common Shares issued and outstanding as of January 31, 2022.

As of April 11, 2022 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”) and sundry separately-managed accounts (“Cannell SMAs”) (collectively, the “Investment Vehicles”), over which J. Carlo Cannell has investment discretion held in the aggregate 543,787 Shares.

Cannell Capital LLC acts as the investment adviser to Tristan, and Tristan Offshore and the investment advisor to sundry separately-managed accounts. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.


Page 3


CUSIP No.

523768109


1

NAMES OF REPORTING PERSONS

J. Carlo Cannell

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*


(a)  [  ]
(b)  [  ]

3

SEC USE ONLY

 

4

SOURCE OF FUNDS (See Instructions)


WC/OO

5

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

[  ]

6

CITIZENSHIP OR PLACE OF ORGANIZATION

 

USA

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH

7

SOLE VOTING POWER*


543,787

8

SHARED VOTING POWER


0

9

SOLE DISPOSITIVE POWER*


543,787

10

SHARED DISPOSITIVE POWER


0

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON


543,787

12

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)

[  ]

13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)


9.13%*

14

TYPE OF REPORTING PERSON (See Instructions)

 

IN

       

* Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on February 4, 2022, there were 5,956,990 Common Shares issued and outstanding as of January 31, 2022.

As of April 11, 2022 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”) and sundry separately-managed accounts (“Cannell SMAs”) (collectively, the “Investment Vehicles”), over which J. Carlo Cannell has investment discretion held in the aggregate 543,787 Shares.

Cannell Capital LLC acts as the investment adviser to Tristan, and Tristan Offshore and the investment advisor to sundry separately-managed accounts. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.


Page 4

Item 1. Security and Issuer

The title of the class of equity securities to which this Schedule 13D relates is the Common Stock par value $0.01 per share of Lee Enterprises, Inc., a Delaware corporation.

The address of the principal executive offices of the Company is 4600 E. 53rd Street, Davenport, IA 52807.

Item 2. Identity and Background

(a) The name of the Reporting Person is J. Carlo Cannell (the "Reporting Person").

The Reporting Person is the sole managing member of Cannell Capital LLC and investment adviser to the following entities:

Tristan Partners, L.P.

Tristan Offshore Fund, Ltd.

Separately-Managed Accounts

Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the "Covered Persons"), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.

(b) The principal business address of the Reporting Person is:

245 Meriwether Circle

Alta, WY 83414

(c) The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.

(d) Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

(f) The place of organization of the Reporting Person is as follows:

The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference.

Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company.


Page 5

Item 3. Source and Amount of Funds or Other Considerations

The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows:

Tristan Partners, L.P.: $9,248,866

Tristan Offshore Fund, Ltd.: $4,120,930

Separately-Managed Accounts: $379,205

The Investment Vehicles have invested an aggregate amount of approximately $13,749,001 in the Shares.

Item 4. Purpose of Transaction

Cannell Capital LLC, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each of the Investment Vehicle's investment criteria. The Investment Vehicles acquired these shares in the ordinary course of business and not with the intent to change or influence control of the Company. The Investment Vehicles continue to hold the Shares as a long-term investment.

Mr. Cannell makes this filing to disclose the list of questions attached as Exhibit 99 and to disclose recent transactions in the Shares. Other than the matters discussed in Exhibit 99, Cannell Capital LLC has no present plans or proposals to engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions with regards to the Company.

Item 5. Interest in Securities of the Issuer

Based on information set forth in the Company's Form 10-Q as filed with the Securities and Exchange Commission on February 4, 2022, there were 5,956,990 Common Shares issued and outstanding as of January 31, 2022.

(a) As of the Reporting Date, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 543,787 Shares, or approximately 9.13% of the Shares deemed issued and outstanding as of the Reporting Date.

(b) Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles.

(c) The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles) and which were not previously disclosed in a prior Amendment.


Page 6

Entity

Date

Quantity

Price per Share

Form of Transaction

Tristan

2/10/2022

      1,920

33.40

Buy

Tristan Offshore

2/10/2022

        840

33.40

Buy

Tristan

2/11/2022

        139

32.72

Buy

Tristan Offshore

2/11/2022

          61

32.72

Buy

Tristan

2/14/2022

      2,814

35.12

Buy

Tristan Offshore

2/14/2022

      1,232

35.12

Buy

Tristan

2/15/2022

          70

36.00

Buy

Tristan Offshore

2/15/2022

          30

36.00

Buy

Tristan

2/16/2022

      3,478

36.97

Buy

Tristan Offshore

2/16/2022

      1,522

36.97

Buy

Tristan

2/17/2022

      3,618

36.52

Buy

Tristan Offshore

2/17/2022

      1,584

36.52

Buy

Cannell SMAs

2/17/2022

        798

36.52

Buy

Tristan Offshore

3/14/2022

        138

27.89

Buy

Tristan

3/14/2022

        316

27.89

Buy

Tristan Offshore

3/18/2022

        325

28.30

Buy

Tristan

3/18/2022

        741

28.30

Buy

Cannell SMAs

4/4/2022

          48

28.00

Sell

Cannell SMAs

4/6/2022

        221

26.98

Buy



Page 7

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

None.

Item 7. Material to Be Filed as Exhibits

Exhibit 99

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

April 11, 2022

Dated

 

/s/ J. Carlo Cannell

Signature

 

Managing Member

Name/Title

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention:  Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).


Cannell Capital LLC: Exhibit 99 - Filed by newsfilecorp.com

"17 Questions for LEE"

April 11, 2022 (ALTA, WY) - Here Cannell Capital LLC ("CC") shares with all Lee Enterprises, Inc. ("LEE") owners 17 questions and considerations in advance of LEE's second quarter 2022 results to be reported on or about May 6, 2022.

1. How much did LEE spend on advisors since the Alden Global bid? CC understands how spending on activist defense helps management and members of the Board of Directors who (i) have bought little to no stock and (ii) prefer somebody else to defend their jobs, but wonders how it helps injured owners? Would that money not be better spent on boosting the salary of journalists, whom on average make $41,000/year?

2. What percentage of insider ownership was obtained by purchase versus gifting?

3. Why not fully disclose the reality of LEE's proxy access? After a proxy battle LEE proudly proclaimed adding such to the by-laws, but its restrictive rules boxed out CC, its largest shareholder, for example.

4. Why does LEE retain a classified board structure? What is the thought process behind not giving owners the opportunity to elect all board members every year? How does this help injured owners?

5. Junck and Moloney are both over age 70 yet remain on the Board in contradiction of LEE's own governance guidelines. Why make these guidelines if LEE does not intend to follow them?

6. Why did LEE apply the plurality vote standard for the 2021 Annual Meeting even though the Alden Global nominations were ruled to be invalid? Why did LEE say its Annual Meeting was "contested" if the Alden Global nominations were invalid?

7. Why can the Board amend bylaws without stockholder approval? Why can't shareholders call special meetings? Who really owns LEE - shareholders or the entrenched board?

8. LEE talks a great deal about digital experience. Which members of the current Board and management have direct experience running a digital media business - not advising one - but operating one?

9. Post "synergies", what price to EBITDA multiple did LEE pay for BH Media Group? How does this compare with LEE's multiple prior to the acquisition? Put another way, prove to LEE owners that this was an accretive purchase.


10. Please specify cost cuts made in 2020 and 2021.

11. What percentage of content is original journalism and premium content two years ago versus today?

12. Please provide five-year charts by quarter of the following:

      a. Breakdown of revenue and expenses by print/digital/other;
      b. Print advertising revenue and volume and rate;
      c. Online advertising with volume and rate history;
      d. Print circulation revenue with volume and rate;
      e. Digital subscription revenue with volume and rate; and
      f. Newsprint - tons used, rate per ton and waste.

13. Why hasn't LEE carried out more cost-cutting? What functions are still handled on a regional vs. centralized basis?

14. Which newspaper properties produce negative free cash flow today?

15. Discuss deploying capital to scale up digital via partnerships or acquisitions. Discuss areas of investment including National News Media, Connected TV, Social Media Video Marketing, Sports Media and Consumer Reviews.

16. Which newspaper recommendation engine does LEE use? Which engine does LEE partner with for e-commerce?

17. What is LEE doing to mitigate the Apple IDFA phase-out and the Google cookie deprecation initiatives? Is LEE part of NewsPass ID?