Lee Enterprises Incorporated
05/20/2026 | Press release | Distributed by Public on 05/20/2026 15:19
Material Event (Form 8-K)
Item 8.01 Other Events.
On May 14, 2026, Lee Enterprises, Incorporated ("Lee" or the "Company") entered into a Management Agreement (the "Agreement") with Hoffmann Media Group ("Hoffmann"), pursuant to which Lee will manage and operate certain newspaper publications and related digital properties owned by Hoffmann.
The Agreement has an initial term commencing June 1, 2026 and continuing through May 31, 2031, unless terminated earlier in accordance with its terms, and may thereafter be extended for successive one-year periods upon mutual agreement of the parties.
Under the Agreement, Lee will provide operational management services for Hoffmann publications and related digital platforms identified in the Agreement, including publications in Florida, California, Michigan, Missouri, Colorado and other markets. Lee will have authority to implement operational, revenue and business transformation initiatives consistent with annual operating and capital budgets approved through a joint budget process between the parties.
Pursuant to the Agreement, Hoffmann will pay Lee a fixed management fee of $135,000 per fiscal quarter for publications owned by Hoffmann as of the Agreement start date, as well as a variable fee equal to 20% of the prior quarter's EBITDA (as defined in the Agreement) attributable to publications acquired by Hoffmann after the start date. Hoffmann will also reimburse Lee for certain shared services provided under the Agreement on an at-cost basis without markup.
The Agreement provides that all revenue generated by the Hoffmann publications will belong to Hoffmann, and Hoffmann will remain responsible for maintaining working capital and payment of accounts payable, payroll and applicable taxes associated with the publications. The parties also agreed to certain approval rights relating to major operational decisions, capital expenditures, labor matters and asset transactions.
David Hoffmann, a principal of Hoffmann Media Group, is the Company's majority shareholder and Chairman of the Board. The Company's Board of Directors reviewed and approved the Agreement in accordance with the Company's related party transaction policies and procedures. Mr. Hoffmann recused himself from the Board's consideration of and voting on the Agreement.
The Agreement includes customary provisions regarding confidentiality, indemnification, limitation of liability, transition services upon termination and dispute resolution. Either party may terminate the Agreement upon specified events, including if annual EBITDA (as defined in the Agreement) falls below $1.0 million or upon certain bankruptcy or insolvency events affecting the other party.
Lee Enterprises Incorporated published this content on May 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 20, 2026 at 21:19 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]