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United States securities and exchange commission logo
February 1, 2022
Marshall Anstandig
Senior Vice President and General Counsel
MNG Enterprises, Inc.
5990 Washington Street
Denver, CO 80216
Re: LEE ENTERPRISES,
Inc
PREC14A filed
January 27, 2022
Filed by MNG
Enterprises, Inc. et al.
SEC File No.
1-06227
Dear Mr. Anstandig:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
PREC14A filed January 27, 2022 by MNG Enterprises, Inc. et al.
Letter to Fellow Lee Stockholders, page i
1. We note your statement
that neither Ms. Junck nor Mr. Maloney has purchased any shares
in the Company since
2011 and 2008, respectively. You assert that "with such little
personal skin in the
game, particularly with regard to Mr. Maloney, we question their
suitability as
directors and whether they are truly aligned with acting in the best interests
of stockholders." We
note the disclosure on page 12 of the proxy statement that the
Opportunities Nominees
do not own any shares of the Company. Where appropriate in
the proxy statement,
explain why you do not view your nominees' lack of share ownership
as an impediment, while
taking a different view with respect to existing directors of the
Company. We note that
existing directors have not purchased shares recently, but do own
shares granted as
equity awards. In addition, revise your disclosure to note whether, if
elected to the Board,
the Opportunities Nominees will undertake to purchase shares.
2. We note that you are
currently in litigation with the Company regarding the validity of
Marshall Anstandig
FirstName LastNameMarshall Anstandig
MNG Enterprises, Inc.
Comapany1,NameMNG
February 2022 Enterprises, Inc.
February
Page 2 1, 2022 Page 2
FirstName LastName
your nomination of the Opportunities Nominees under the Company's
advance notice
bylaw provisions. The matter is scheduled to be heard by a Delaware
Court on February
7, in advance of the annual meeting of shareholders. Please confirm
that you will update
your proxy materials to inform shareholders of the outcome of that
litigation.
Specifically, advise how you will handle proxies granted to you if a
court determines that
your nominations are invalid, and how you will inform shareholders who
granted you a
proxy that your nominations have been held to be invalid.
Reasons for the Solicitation, page 7
3. We note the assertion here that the current Company directors have
"presided over years
of poor operational and financial performance..." Please revise the
proxy statement to
provide support for this assertion and to clarify the time period and
metrics by which you
believe the Company has demonstrated subpar performance during their
tenure.
Election of Directors, page 10
4. Here and throughout the proxy statement where similar language appears
(see for
example, pages 2 and 15), modify the statement that you are soliciting
proxies for the
Opportunities Nominees and existing Company director Kevin D. Mowbray.
While Rule
14a-4(d) permits you to "round out" your short slate of nominees by
voting proxies
solicited in favor of one or more Company nominees, Rule
14a-4(d)(4)(ii) permits you to
name only Company nominees for whom you are not seeking proxy
authority.
5. See our comments below with respect to the need to describe your
nominees' specific
plans for the Company if they are elected to the Board. We note the
statement here that if
elected, the Opportunities Nominees will "work with other members of
the Board to
improve corporate governance..." Your expanded disclosure should
describe their specific
plans for corporate governance changes.
6. Revise to describe Ms. Brown's principal occupation and employment
since 2013. See
Item 7(b) of Schedule 14A. Alternatively, revise to clarify that Ms.
Brown has been
retired since 2013.
General
7. At the forepart of the proxy statement, include a section describing
the interest of the
participants in this solicitation. This section should disclose that
MNG Enterprises appears
to be a competitor of Lee Enterprises and previously made a bid to
acquire Lee, which
was rejected by its board of directors. In addition, to the extent
that participants or their
affiliates are investors in competitors of the Company, please
disclose.
8. Revise to describe your nominees' agenda for Lee if they are elected
to the board,
including with respect to a sale of the Company to a participant, the
affiliate of any
participant, or any other party. Your expanded disclosure should
address whether the
participants will continue to pursue an acquisition of the Company,
including on the terms
Marshall Anstandig
MNG Enterprises, Inc.
February 1, 2022
Page 3
outlined in their prior proposal.
9. Generally revise the proxy statement to clearly characterize
statements of opinion or belief
as such, rather than presenting them as fact. Some non-exclusive
examples of text that
should be revised include the following:
"Unfortunately, the current Board of Directors' (the 'Board')
decision to prioritize
their own interests over what is clearly best for the Company..."
(Letter to
Stockholders);
"The Company has markedly poor corporate governance." (page 7)
"In addition, these directors have presided over years of poor
operational and
financial performance by the Company." (page 7)
"The Opportunities Nominees would bring much-needed change to
the Board." (page
8)
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Christina Chalk, Senior Special
Counsel, at (202) 551-
3263.
FirstName LastNameMarshall Anstandig Sincerely,
Comapany NameMNG Enterprises, Inc.
Division of
Corporation Finance
February 1, 2022 Page 3 Office of
Mergers & Acquisitions
FirstName LastName