Lee Enterprises Files 8-K on Security Holder Rights

TL;DR

LEE filed an 8-K today, watch for changes to shareholder rights and bylaws.

AI Summary

On March 29, 2024, Lee Enterprises, Inc. filed an 8-K report detailing material modifications to the rights of security holders. This filing also includes amendments to its articles of incorporation or bylaws and other events, along with financial statements and exhibits. The company is incorporated in Delaware and its fiscal year ends on September 29.

Why It Matters

This filing indicates potential changes affecting the rights of Lee Enterprises' shareholders and may include updates to the company's governance or financial structure.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate actions and does not appear to indicate immediate financial distress or significant negative events.

Key Numbers

• 001-06227 — SEC File Number (Identifies the company's filing history with the SEC.)
• 42-0823980 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• LEE ENTERPRISES, Inc (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• March 29, 2024 (date) — Date of Report
• September 29 (date) — Fiscal Year End

FAQ

Key Financial Figures

• $0.01 — r each share of common stock, par value $0.01 per share, of the Company (the "Common
• $90.00 — Shares"), of the Company at a price of $90.00 per one one-thousandth of a Preferred S
• $0.001 — n whole, but not in part, at a price of $0.001 per Right (the "Redemption Price"). The
• $1 — ferential quarterly dividend payment of $1 per share but will be entitled to an ag
• $1,000 — mum preferential liquidation payment of $1,000 per share but will be entitled to an ag

Filing Documents

• lee-20240329.htm (8-K) — 45KB
• exhibit31toformxcertificat.htm (EX-3.1) — 34KB
• exhibit41toformxrightsagre.htm (EX-4.1) — 295KB
• lee-pressreleasexrightsagr.htm (EX-99.1) — 12KB
• 0001628280-24-013717.txt ( ) — 581KB
• lee-20240329.xsd (EX-101.SCH) — 2KB
• lee-20240329_lab.xml (EX-101.LAB) — 22KB
• lee-20240329_pre.xml (EX-101.PRE) — 13KB
• lee-20240329_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On March 28, 2024, the Board of Directors of Lee Enterprises, Incorporated (the "Company") declared a dividend of one preferred share purchase right (a "Right"), payable on April 8, 2024, for each share of common stock, par value $0.01 per share, of the Company (the "Common Shares") outstanding on April 8, 2024 (the "Record Date") to the stockholders of record on that date. In connection with the distribution of the Rights, the Company entered into a Rights Agreement (the "Rights Agreement"), dated as of March 28, 2024, between the Company and Equiniti Trust Company, LLC, as rights agent. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Participating Convertible Preferred Stock, without par value (the "Preferred Shares"), of the Company at a price of $90.00 per one one-thousandth of a Preferred Share represented by a Right (the "Purchase Price"), subject to adjustment. The Rights are in all respects subject to and governed by the provisions of the Rights Agreement. The following description of the Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Rights Agreement, which is attached hereto as Exhibit 4.1 and incorporated herein by reference. Distribution Date; Exercisability; Expiration Initially, the Rights will be attached to all Common Share certificates and no separate certificates evidencing the Rights ("Right Certificates") will be issued. Until the Distribution Date (as defined below), the Rights will be transferred with and only with the Common Shares. As long as the Rights are attached to the Common Shares, the Company will issue one Right with each new Common Share so that all such Common Shares will have Rights attached. The Rights will separate and begin trading separately from the Common Shares, and Right Certificates will be caused to evidence the Rights, on

03. Material Modifications to Rights of Security Holders

Item 3.03. Material Modifications to Rights of Security Holders. The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the adoption of the Rights Agreement, on March 28, 2024, the Company filed a Certificate of Designations of Series C Participating Convertible Preferred Stock with the Secretary of State of the State of Delaware. A copy of the Certificate of Designations of Series C Participating Convertible Preferred Stock is attached hereto as Exhibit 3.1 and incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On March 29, 2024 the Company issued a press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 3.1 Form of Certificate of Designations of Series C Participating Convertible Preferred Stock of Lee Enterprises, Incorporated. 4.1 Rights Agreement, dated as of March 28, 2024, between Lee Enterprises, Incorporated and Equiniti Trust Company, LLC, as rights agent. 99 Press Release, dated March 29, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 Date: March 29, 2024 By: /s/ Timothy R. Millage Timothy R. Millage Vice President, Chief Financial Officer and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR