UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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the
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LEE ENTERPRISES,
INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
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Lee Enterprises Sends Update Letter to Shareholders
Reiterates Successful Digital Growth Strategy
and Strength of Board Leadership Bench
Urges Shareholders to Vote FOR the
Board’s Highly Experienced Nominees on the WHITE Proxy Card
DAVENPORT, Iowa
– February 22, 2022 – Lee Enterprises, Incorporated (NASDAQ: LEE) (“Lee” or the “Company”)
today sent a letter to shareholders urging them to vote “FOR” the Board’s three nominees –
Chairman Mary Junck, Lead Independent Director Herb Moloney and Chief Executive Officer Kevin Mowbray – at Lee’s 2022 Annual
Meeting to be held on March 10.
The letter highlights the significant progress Lee is making through
continued execution of its Three Pillar Digital Growth Strategy to create shareholder value and why Lee’s incumbent, highly qualified
and recently refreshed Board is critical to the Company’s continued transformation.
The letter also reminds shareholders that on February 14, 2022,
the Delaware Court of Chancery upheld the decision by Lee’s Board to reject the director nomination notice submitted by Alden Global
Capital, LLC (together with its affiliates, “Alden”).
As a result, Alden may not nominate Directors for election at Lee’s
2022 Annual Meeting. Alden’s attempted director nominations will be disregarded, and no proxies or votes in favor of Alden’s
purported nominees will be recognized or tabulated at the Annual Meeting.
Lee is confident that shareholders will see through Alden’s increasingly
desperate and transparent attempts to distract from and obfuscate their true motives: to destabilize our company and ultimately advance
a grossly undervalued proposal to acquire Lee.
Lee’s Board urges shareholders to protect their investment by
voting “FOR” ALL the Board’s nominees using the WHITE proxy card. All shareholders
at the close of business on January 12, 2022 are entitled to vote at the Annual Meeting.
The letter and additional information related to Lee’s 2022 annual
meeting can be found at investors.lee.net/2022-annual-meeting.
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 communication
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
communication.
Investor Contact |
Media Contact |
IR@lee.net |
Jamie Tully/Jenny Gore |
(563) 383-2100 |
Sard Verbinnen & Co |
|
Lee-SVC@sardverb.com |
February 22, 2022
Dear Fellow Lee Enterprises Shareholder,
We write to you again to encourage you to vote in the upcoming Annual
Meeting of Shareholders at Lee Enterprises (“Lee”) on March 10. As you know, a hedge fund named Alden Global Capital
(“Alden”) made an offer to buy Lee at a price substantially lower than today’s stock price. Alden also tried to destabilize
the Lee Board of Directors by nominating alternative directors to the Board.
In response, Lee’s Board has taken appropriate actions to further
the best interests of all Lee shareholders. It properly rejected Alden’s attempt to buy Lee at a grossly inadequate price. The Board
also determined that Alden’s attempt to replace critical directors on our Board failed to meet the basic requirements of our Bylaws.
Last week, the Delaware Court of Chancery agreed that the Lee Board “acted reasonably,” and ruled in favor of Lee
and against Alden.
But that has not stopped Alden from pursuing its expensive and distracting
campaign. Now, Alden is attempting to get Lee shareholders to “withhold” their support from the Lee Board. In our view, this
is just another desperate attempt to pressure the Lee Board into selling the Company to Alden at an unfair price, or to damage the
Company so Alden can buy it later at a discount.
Your Vote Matters.
Vote “FOR”
Lee’s Nominees on the WHITE Proxy Card Today!
Alden desires to buy Lee because of our excellent prospects and performance.
Don’t be fooled by Alden’s misleading statements. Here are the facts:
| ü | We are delivering measurable results by executing our Three Pillar Digital Growth Strategy. Lee is the fastest growing digital
subscription platform in local media. We delivered 65% growth in digital subscriptions in 2021, outpacing Gannett and The New York Times. |
| ü | We are pursuing the right strategy to realize significant shareholder value over time. We expect continued execution of our
strategy to drive more than $435 million of recurring, sustainable digital revenue by 2026. |
| ü | We have a refreshed, highly experienced Board to continue overseeing the execution of our digital transformation strategy.
Since 2019, three new independent directors with online news, digital media and finance experience joined the Board. |
Protect Your Investment
in Lee.
Vote “FOR”
Our Nominees on the WHITE Proxy Card Today!
If you have any questions or require any assistance in voting your
shares, please contact our proxy solicitor:
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
|
Forward-Looking Statements
The information provided in this communication
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
communication.
On February 22, 2022, Lee Enterprises, Incorporated (the “Company”)
published the following revised presentation and posted it on the Company’s website investors.lee.net/2022-annual-meeting.
| 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 58
VIII Appendix 65 |
| 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, statementon 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 Worldpublished 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
HighlyEngaged 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
60%
-12%
17%
15%
-23%
-40% -20% 0% 20% 40% 60% 80%
The New York Times Co.
Gannett Co.
Townsquare Media
DallasNews
43%
-14%
18%
10%
-16%
-25% 0% 25% 50%
The New York Times Co.
Gannett Co.
Townsquare Media
DallasNews
42%
36%
-46%
116%
-44%
-60% -40% -20% 0% 20% 40% 60% 80% 100% 120%
The New York Times Co.
Gannett Co.
Townsquare Media
DallasNews
193%
250%
-35%
26%
-51%
-100% -50% 0% 50% 100% 150% 200% 250% 300%
The New York Times Co.
Gannett Co.
Townsquare Media
DallasNews |
| 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 Junckis 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. Junckand 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
THE NOMINATING AND CORPORATE GOVERNANCE COMMITTEE MET
SPECIFICALLY TO DISCUSS THE BOARD RETIREMENT POLICY
. The Nominating and Corporate Governance Committee met specifically to discuss the re-nomination of Ms. Junckand Mr. Moloney
and the Company’s age-based retirement guidelines
. As a member of the Nominating and Governance Committee, Mr. Moloney recused himself from those discussions
. The Committee unanimously voted to provide an exception for Ms. Junckand Mr. Moloney after contemplating several
factors, including:
The importance of retaining Board-level institutional knowledge following the retirement of six Board members over the
past five years, including four directors in the last two years
The extraordinary circumstance of having to evaluate and respond to Alden’s hostile approach and unsolicited takeover
proposal
Ms. Junck’s strong relationship with Berkshire Hathaway, Lee’s sole lender and former owner of 31 Lee news publications
The key leadership roles held by Ms. Junckas Chairman and Mr. Moloney as Lead Independent Director
The substantive insights and critical contributions made by both individuals in conjunction with Lee’s digital
transformation |
| 52
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 |
| 53
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. Junckand 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. |
| 54
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. |
| 55
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. |
| 56
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. Junckhas 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. Juncknor 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. |
| 57
ALDEN’S CLAIMS ARE MISLEADING (CONT’D)
Despite the challenges of the pandemic, Lee has executed on its Three Pillar Digital
Growth strategy and delivered value for shareholders
The Pandemic Severely Impacted the Media Business
. The decline in demand for advertising (especially print advertising) as a result
of the pandemic was significant and impacted all of our media peers
. Our print advertising was down 34% from 2019 to 20211, similar to NY Times
(-36%) and Gannett (-37%); NY Times did better overall because of digital mix
. Approximately 50% of our advertising revenue is from local retail accounts;
these local retailers are more likely to be reliant on brick-and-mortar sales, and
were disproportionately affected by stay-at-home orders
. Other key advertising revenue categories, like help wanted, were also
negatively affected by the pandemic
. Subscription revenue was also challenged due to fewer single-copy sales
Nevertheless, Lee Has Made Key Strides
. Continued to deliver leading digital-only subscriber growth
. Increased digital marketing services revenue
. Realized acquisition synergies and executed on business transformation
initiatives, which drove $114M in cost reductions
. Invested in talent and technology to support the successful execution of our
three-pillar strategy
. Continued to strengthen our balance sheet, reducing our gross debt by $113M
since our refinancing in March 2020
1 Source: Company filings. 2019 data refers to trailing twelve-month data as of December 31, 2019, the last full quarter prior to the pandemic. 2021 data refers to trailing twelve-month data as of September
30, 2021, the end of Lee’s most recent fiscal year. Note: Townsquare Media advertising revenue excludes political revenue. Townsquare Media does not report subscription revenue.
2 Source: FactSet. Data as of February 16, 2022.
-3%
22%
-19%
-5%
-40% -20% 0% 20% 40%
New York Times
Gannett Co.
DallasNews
2019 - 2021 Subscription
Revenue Change1
162%
35%
23%
-2%
-27%
-50% 0% 50% 100% 150% 200%
New York Times
Townsquare Media
Gannett Co.
DallasNews
TSR Since the Beginning of 2020
-25%
-13%
-3%
-25%
-24%
-40% -30% -20% -10% 0%
New York Times
Townsquare Media
Gannett Co.
DallasNews
2019 - 2021 Total Advertising
Revenue Change1 |
| 58
Conclusion |
| 59
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. |
| 60
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. |
| 61
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. |
| 62
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 |
| 63
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 |
| 64
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. |
| 65
Appendix |
| 66
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 |
| 67
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 |
| 68
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: |
| 69
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/ |
| 70
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.’” |
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