Item 1.01. Entry into a Material Definitive Agreement.
On
The summary of the Lease set forth above does not purport to be a complete
statement of the terms of the Lease referenced herein, and is qualified in its
entirety by reference to the full text of the Lease, a copy of which was filed
by Lee in its Current Report on Form 8-K, as Exhibit 10.3, on
Item 1.02. Termination of a Material Definitive Agreement.
On
Item 2.01. Completion of Acquisition or Disposition of Assets.
On
The summary of the Purchase Transaction set forth above does not purport to be a
complete statement of the terms of the Purchase Agreement and the Credit
Agreement referenced herein, and is qualified in its entirety by reference to
the full text of the Purchase Agreement and Credit Agreement, copies of which
were filed by Lee in its Current Report on Form 8-K, as Exhibits 10.1 and 10.2,
respectively, on
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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As noted in Item 1.01 of the Current Report of Lee on Form 8-K dated
Item 7.01. Regulation FD Disclosure.
On
The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
FORWARD-LOOKING STATEMENTS
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. This Form 8-K contains information that may be deemed forward-looking that is based largely on our current expectations, and is subject to certain risks, trends and uncertainties that could cause actual results to differ materially from those anticipated. Among such risks, trends and other uncertainties, which in some instances are beyond our control, are:
• Our ability to generate cash flows and maintain liquidity sufficient to service
our debt;
• Our ability to manage declining print revenue;
• That the warrants issued in our 2014 refinancing will not be exercised;
• Change in advertising and subscription demand;
• Changes in technology that impact our ability to deliver digital advertising;
• Potential changes in newsprint, other commodities and energy costs;
• Interest rates; • Labor costs;
• Significant cyber security breaches or failure of our information technology
systems;
• Legislative and regulatory rulings;
• Adverse impacts to elements of our business resulting from public health
issues, including the outbreak of COVID-19;
• Our ability to achieve planned expense reductions;
• Our ability to maintain employee and customer relationships;
• Our ability to manage increased capital costs;
• Our ability to maintain our listing status on the NYSE;
• Competition; and
• Other risks detailed from time to time in our publicly filed documents.
Any statements that are not statements of historical fact (including statements containing the words "may", "will", "would", "could", "believes", "expects", "anticipates", "intends", "plans", "projects", "considers" and similar expressions) generally should be considered forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements, which are made as of the date of this Form 8-K. We do not undertake to publicly update or revise our forward-looking statements, except as required by law.
2
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Additional risk factors that could cause actual results to differ materially
from expectations include, but are not limited to, the risks identified by Lee
in its most recent Annual Report on Form 10-K, its Quarterly Reports on Form
10-Q and its Current Reports on Form 8-
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
Lee intends to file the financial statements required by this Item 9.01(a) under
the cover of an amendment to this Current Report on Form 8-K no later than the
date on which they are required to be filed under applicable rules of the
(b) Pro Forma Financial Information.
Lee intends to file the pro forma financial information required by this Item
9.01(b) under the cover an amendment to this Current Report on Form 8-K no later
than date on which it is required to be filed under applicable rules of the
(d) Exhibits.
The following exhibits are filed herewith:
Exhibit Number Description
99.1 News Release of
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