Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On May 12, 2020, Lee Enterprises, Incorporated, a Delaware corporation (the
"Company"), received notice from the New York Stock Exchange ("NYSE") indicating
that the Company is not in compliance with certain listing standards. NYSE
continued listing standards include (among other requirements):
? Issuers maintain an average closing share price over a 30 trading-day period
of at least $1.00, as required by Section 802.01C of the NYSE's Listed Company
? Issuers maintain average global market capitalization over a consecutive 30
trading-day period of at least $50 million and, at the same time, its
shareholders' equity must exceed $50 million, as required by Section 802.01B
of the NYSE's Listed Company Manual.
Lee is not currently in compliance with these standards. Lee intends to notify
the NYSE of its intent to cure the deficiencies and return to compliance with
the NYSE continued listing requirements within the cure period. Failure to
satisfy the conditions of the cure period or to maintain other listing
requirements could lead to a delisting. During the cure period, Lee's shares of
common stock will continue to trade on the NYSE.
The U.S. Securities and Exchange Commission ("SEC") recently approved tolling
cure periods. Accordingly, the Company will have six months from July 1, 2020 to
cure the minimum share price standard and 18-months from July 1, 2020 to cure
the minimum market capitalization/equity standard.
The NYSE notification does not affect Lee's ongoing business operations or its
SEC reporting requirements, nor does it trigger any violation of its debt
Lee is currently in compliance with all other NYSE continued listing standards.
The Company will evaluate available options to regain compliance with the NYSE's
continued listing standards based on the trading price of its common stock in
the coming weeks.
Item 7.01. Regulation FD Disclosure.
On May 18, 2020, the Company issued a news release announcing its receipt of the
NYSE notice and providing an update on certain aspects of its business. A copy
of the news release is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information under
this Item 7.01, including Exhibit 99.1, shall not be deemed "filed" for the
purposes of Section 18 of the Exchange Act or otherwise subject to the
liabilities of that section, nor shall such information, including Exhibit 99.1,
be deemed incorporated by reference in any filing under the Securities Act or
the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
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:
? Revenues may continue to diminish or declines in revenue could accelerate as
a result of the COVID-19 pandemic;
? Revenues may continue to be diminished longer than anticipated as a result
of the COVID-19 pandemic;
? The COVID-19 pandemic may result in material long-term changes to the
industry which may result in permanent revenue reductions for the Company;
? Our ability to regain compliance with the NYSE within the relevant cure
? We may experience increased costs, inefficiencies and other disruptions as a
result of the COVID-19 pandemic;
? Our ability to generate cash flows and maintain liquidity sufficient to
service our debt;
? Our ability to manage declining print revenue;
? Whether our warrants that were issued in our 2014 refinancing will be
? The impact and duration of adverse conditions in certain aspects of the
economy affecting our business;
? Change in advertising and subscription demand;
? Changes in technology that impact our ability to deliver digital
? Potential changes in newsprint, other commodities and energy costs;
? Interest rates;
? Labor costs;
? Legislative and regulatory rulings;
? Our ability to achieve planned expense reductions;
? Our ability to maintain employee and customer relationships;
? Our ability to manage increased capital costs;
? 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.
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-K. All forward-looking statements speak
only as of the date on which they are made. Except to the extent required by
law, Lee expressly disclaims any obligation to release publicly any updates or
revisions to any forward-looking statements contained herein to reflect any
change in its expectations with regard thereto or change in events, conditions
or circumstances on which any statement is based.
Item 9.01. Financial Statements and Exhibits.
99.1 News Release of Lee Enterprises, Incorporated dated May 18, 2020.
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