Wall Street sours on New Media Investment Group as its asset-stripping accelerates

May 15, 2017 by

So why did New Media Investment Group trade for $12.61 per Monday, down from nearly $20 per share last July?

Investors are starting to share the dim long-term assessment the United Media Guild offered back in 2014, after the this company rose from the ashes of GateHouse Media’s billion-dollar bankruptcy. Fortress Investment Group launched New Media Investment Group as a exercise certain to pay Wes Edens and Co. handsomely for several years while bleeding as much cash as possible from struggling newspaper operations.

That scheme has sped the decline of newspapers across the country, including the UMG-represented Peoria Journal Star, State Journal-Register, Rockford Register Star and Pekin Daily Times in Illinois.

Fortress doubled down on its GateHouse Media bet, raising capital to re-launch the company under the New Media Investment Group umbrella. While Fortress doesn’t actually own much New Media stock, it operates as its external manager and collects huge fees to do so.

(It has run this gambit successfully in other industries. That success is just one reason why  Japan’s SoftBank opted to purchase Fortress for $3.3 billion.)

By committing to a $1 billion spending spree, New Media buys properties from bailing owners, then its GateHouse Media management team strips them down to maximize cash flow.

New Media uses this cash flow for two primary purposes: paying generous dividends to attract institutional investors and to fund more acquisitions. By getting bigger and bigger, New Media pays Fortress greater and greater managerial fees.

The flurry of acquisitions (and the lucrative resale of the Las Vegas Review Journal under dubious circumstances) allowed the company to build revenues and give the appearance of growth — even as revenues at individual properties declined precipitously.

To distract investors from plunging print advertising revenues, New Media hyped the growth of Propel Marketing and digital advertising. Propel does deliver growth, but not nearly enough offset the print decline. Digital advertising growth stalled as the more consumer traffic shifted to harder-to-monetize smart phone applications. The GateHouse Live events business offers growth, but at a very small scale.

Still, New Media CEO Michael Reed insisted organic growth would come some day. That promise, along was hefty dividends, was supposed to drive up the price of its stock.

And here is the harsh reality of New Media Investment Group:

By gutting the news-gathering operations at its properties, the company has greatly diminished its core product. While New Media touts its properties as a “trusted news source” with long community standing and limited competition, readers and advertisers recognize the precipitous decline in quality.

With paid circulation plunging across the chain, New Media’s strategy is to charge more and more for less and less real content. Circulation revenue accounts for more than one-third of the company’s revenue. When will that bubble finally burst?

Reed keeps promising organic growth, but then keeps pushing the timetable further down the road.  Many experts on media stock began souring on New Media last year, shifting their “buy” tag to “neutral” or even a “sell” recommendation.

At a time when all newspaper companies must work with its employees to promote their products and the craft of journalism — which is under assault from every angle — New Media has taken an hard-line stance against members of The NewsGuild. This has led to:

  • Increased worker mobilization within GateHouse-managed newspapers.
  • Joint union mobilization across various newspapers in the chain, such as the recent joint action with Digital First Media workers.
  • Unionization of previously non-represented properties — including two in Florida, which was previously unheard of.
  • Several successful unfair labor practice charges with the National Labor Relations Board, resulting in pricey legal battles.
  • Guild outreach to readers and advertisers through well-publicized community campaigns in key markets, encouraging consumers to demand more from their newspaper’s owner.
  • Guild outreach to investors and analysts as part of its expanding corporate campaign to highlight the street-level impact of managerial strategy.

All that has put even more stress on New Media’s business, with no end in sight.

Writing for the Seeking Alpha site, Vince Martin offered this overview:

The story at New Media (NYSE:NEWM) is one of the strangers in the markets. First, it’s a roll-up of local newspapers, a seemingly odd target, given the obviously secular decline in the space. NEWM pays a double-digit dividend, for reasons that aren’t entirely clear: after distributing nearly $100 million over seven quarters, while talking up extensive acquisition opportunities in the space, the company executed a $120 million stock offering in November. This came at the same time NEWM management was talking up its undervalued stock – even citing a $25 price target . . . .

And, again, it’s a rollup of local newspapers and using a strategy that its predecessor GateHouse Media rode straight into Chapter 11. The irony is that an investor unfamiliar with the NEWM story might assume that it was essentially a ‘cigar butt’ type of play: local newspapers could add value if they’re a) acquired cheap enough and b) can contribute enough cash flow (either through existing business and/or synergies/cost cuts) to repay the acquisition cost in a matter of years. But New Media’s version of the story is that organic revenue trends will improve, as digital revenue growth offsets ever-shrinking legacy print business.

I’m highly skeptical on that point, and Q1 results last month support that skepticism.

The United Media Guild has been skeptical for years. Now Wall Street is finally catching on.

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GateHouse, Digital First Media workers unite to fight for quality journalism

Apr 28, 2017 by

Springfield journalists stand up for their craft.

WASHINGTON, D.C. (April 28, 2017) – A broad coalition of 1,500 unionized news workers will conduct a joint day of action on May 3 – World Press Freedom Day – as part of a national campaign to protest the corporate-led assault on quality journalism. The coordinated effort by NewsGuild members will span 29 newspapers owned by GateHouse Media and Digital First Media.

It will support the fight for quality journalism at those papers and highlight the damage wrought by draconian cuts in their newsrooms and other departments. Now, union leaders say the focus on profits threatens journalism at a critical time of politicized attacks on the news media.

“Reliable information is the foundation of our democracy,” said Bernie Lunzer, president of The NewsGuild-CWA, based in Washington,D.C. “Corporate owners have a duty to invest in the essential work done by newspaper workers and not to simply strip-mine newspapers for profits.”

Rockford Newspaper Guild outside of the Rockford Register Star news tower.

The joint effort by GateHouse and Digital First Media workers marks an unprecedented NewsGuild campaign to demand that corporate owners invest in quality jobs and fair contracts after years of layoffs, furloughs, pay freezes and benefit cuts. Contract negotiations are under way or expected to resume soon at both companies, but managements have shown little interest in changing course.

Workers at GateHouse and Digital First Media have endured some of the most vicious staff reductions in the news business. Alden Global Capital, a secretive New York hedge fund, owns DFM and has slashed staffing levels by more than twice the national average during the past five years, while pocketing millions by selling off the company’s real estate assets. GateHouse owns and/or manages 564 community print publications, including more than 130 daily newspapers, under the New Media Investment Group umbrella.

New Media is a publicly traded company, externally managed by Fortress Investment Group. Under New Media’s business model, the company buys newspapers, strips them down to maximize cash flow, and uses that money to pay dividends, pay bonuses to corporate officers and fund more acquisitions. As the company gets bigger, Fortress collects larger management fees – roughly $54 million the previous two years alone.

The 13 Digital First bargaining units represent workers at 12 newspapers, including the Denver Post, San Jose Mercury News, St. Paul Pioneer Press, and suburban publications in the Bay Area, Philadelphia, and Detroit markets. Last week, DFM announced that it would lay off more than 20 percent of the Guild-covered newsroom staff at the East Bay Times, just one week after it was awarded journalism’s highest honor, the Pulitzer Prize, for breaking news coverage of the deadly “Ghost Ship” warehouse fire in December.

The 15 GateHouse bargaining units represent 580 workers at 17 newspapers, including the Providence (RI) Journal, Worcester (MA) Telegram and Gazette, Erie (PA) Times-News, Peoria (IL) Journal Star, Springfield (IL) State Journal-Register, Rockford (IL) Register Star, Utica (NY) Observer Dispatch, The Herald News (Fall River, MA), The Enterprise (Brockton, MA),The Patriot Ledger (Quincy, MA), Lakeland (FL) Ledger, and the Sarasota (FL) Herald-Tribune.  The staff of the Herald-Tribune, a newly organized Guild unit, shared the 2015 Pulitzer Prize for investigative reporting with the Tampa Bay Times for their five-part series “Insane. Invisible. In Danger.” That collaborative project detailed horrific conditions in Florida’s mental hospitals.

In the new campaign, the Guild is pushing back nationwide before media profiteers cause further wreckage to the communities they are supposed to serve. The May 3 World Press Freedom Day action will include the display of pro-journalism literature at desks and other work stations, and appeals for public support in local communities and online. The theme: “Democracy Depends on Journalism” and “Invest in Us.”

The action will mark the first coordinated effort by news workers at the two companies to demonstrate solidarity in the workplace and remind the public that quality journalism matters. NewsGuild members are reaching out to allies, including journalists working for other employers – both union and non-union – as well as community advocates concerned about the corporate gutting of newsrooms across the United States.

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Stand with us in our fight for a free press

Apr 25, 2017 by

Now more than ever, the right to report facts and to tell the truth matters. News matters. This is why the News Guild launched the Right to Report campaign.

We call on all Americans to join us in fighting attempts by government and other powerful institutions to undermine freedom of the press.

Please consider signing into this petition to political leaders sponsored by the NewsGuild, National Association of Broadcast Employees and Technicians, sectors of the Communications Workers of America (CWA).

Across the globe, journalists are under attack by repressive regimes. They risk imprisonment and even death to seek the truth. Observing World Press Freedom Day, May 3, has never been more important.

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Rockford Register Star Bargaining Update

Mar 31, 2017 by

Proposals and counter proposals went back and forth during our two days of bargaining on March 14 and 15. We presented GateHouse with a comprehensive proposal addressing outstanding issues, including pay, health insurance, maternity leave, time off and mileage reimbursement.

We were hoping to reach compromise with GateHouse on multiple outstanding issues and reach tentative agreements on these matters. However, the company left after rejecting our third proposal during the two-day session.

Some concerning developments arose during this session.

The GateHouse negotiator said the increase in paid time off days, given to nonunion employees not long after our last bargaining session in November, was meant “to address retention.”

He calculated out that the seven additional days given to non-union employees carried a value of a 2.7% raise. He called it “free money” because employees would be paid and not have to work those days. He voiced the company’s position that management does not want to give parity with non-union employees by giving those seven days plus a pay increase (even after more than eight years without ANY raises).

So we countered by saying that we didn’t want the extra days off and would, instead, take an immediate 2.7% raise (they kept saying the extra days off were “like a raise” – – after we did this, they said “it’s not like a raise!”) since the seven extra days off in question were  not listed by the company as a one-year occurrence.  But the company’s representatives were not willing to talk about raises of any kind and would not, alternatively, give our members the seven paid days off that non-union employees already have been granted.

In the lengthy section called “Management Rights,” we were willing to agree to the wording ­ which GateHouse wants – with two slight additions – a mere 30 words stating that the company cannot discriminate against an employee because of his or her union activity nor use the Management Rights clause to evade any other provision in the contract (once it is finished and ratified). It’s pretty tame stuff, actually.  The GateHouse negotiator called this “insulting.”

Apparently insulting employees is quite acceptable, though.

The union also proposed adding a provision, which already is in use at another Guild-represented GateHouse paper.  That provision states that female employees who go out on maternity leave will be able to return to their former assignment when they return from their leave. This would prevent women from being penalized just for going on maternity leave; making sure no woman is removed from a plum beat or one that they really love simply because they choose to give birth.  This, unfortunately, happens at far too many newspapers.  At many papers, female journalists are only guaranteed they will keep their job (reporter) but not their assignment (or “beat”) that they have spent so much time working and developing.  It can (and often does) lead to mixed feelings when a female journalist is pregnant.  Male journalists suffer no such indignity and our proposed language addressed that inequality.

The GateHouse negotiator said that women who go out on maternity leave have a medical disability and he likened the experience to when he tore his Achilles heel. He said that Rockford Register Star Executive Editor Mark Baldwin opposes our proposal to restore a beat to the employee upon her return from maternity leave, saying that Baldwin told him “this is a talent business” and management will give these beats to others based on the substituted reporter’s talent (but, for the life of me, I can’t understand how a female employee loses her “talent” after giving birth).

During this back-and-forth, the Guild even offered to include the company’s sought-after provision stating management has the right to determine the frequency of publication. Yet, despite our willingness to move in the employer’s direction, management was still unwilling to agree to our proposed maternity leave language and GateHouse representatives walked away from two rather large provisions the were seeking.  What’s going on here?  Are these people just the ultimate control freaks?  Do they actually want to be able to control every single aspect of your life – including the deeply personal ones?  Or do they just not respect women and the contributions they make?

Your union remains committed to bargaining for a fair and equitable contract for both sides and hopes that there will be terms upon which the parties can agree when we return to the bargaining table on April 25.

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Lee Enterprises will plunder your Medical Retirement Account

Mar 8, 2017 by

Say, remember when we alerted our Post-Dispatch members about money they might have sitting in Medical Retirement Accounts?

Astrid Garcia

Never mind. Rather than merely hope that people forgot about those MRAs and never accessed them, the company decided to shut them down completely effective Dec. 31, 2017. Lee Enterprises VP for Human Resources and Legal Astrid Garcia sent you a letter to that effect this week. (If it makes you feel any better, this shutdown impacts P-D managers and everybody else across the Lee chain.)

Retirees and former P-D employees eligible to access their accounts can hurry up and spend the available money. Time to replace that hip! But current employees with money tucked away in their MRA are screwed. The company is taking away your vested benefit — a benefit you paid for by selecting the higher premium plan.

To review, UMG members who signed up for the Low-Deductible Medical Plan or Mid-Deductible Medical Plan had a Deductible Account to draw from. The company credited money to that account for reimbursements for incurred medical expenses which count toward the plan deductible.

The unused money from each given year went into a Medical Retirement Account. Employees who met vesting requirements were to access that money for medical expenses after they left the Post-Dispatch and were 55 years old or older.

As our benefits expert noted in a Q&A on our website, the Summary Plan Description described the Medical Retirement Accounts as notional. As our expert noted, Lee Enterprises claimed the right to terminate them at any time.

Our contract does allow the company the ability to modify medical plans. But does the company have the legal right to strip away a vested benefit under our Collective Bargaining Agreement? Our lawyers are starting to review that.

It seems like we’ve been down this road before with Lee Enterprises . . .

In the meantime, we would like all of our members scheduled to lose their MRA money Dec. 31 to check on their amount and send the total in an e-mail to UMG Business Rep Shannon Duffy at sduffy@unitedmediaguild.org.

Every member impacted needs to know just how much money the company is taking from them. (In my case, it was $7,882.39.)

As of 5:03 p.m. Wednesday, that information was still available on the Link Lee site in the Tri-Star Systems section, although not real easy to find. (Click on “Account Summary” and scroll down to Plan Year: 02/01/2008 – 12/31/2017 and Medical Retirement Account button should appear.)

We need to document the full economic impact to our members and react accordingly.

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New Media/GateHouse keeps buying and diminishing newspapers

Feb 28, 2017 by

Early on in his fourth quarter earnings call for investors, New Media Investment Group CEO Michael Reed singled out the Sarasota Herald-Tribune for its award-winning investigative reporting.

“We are so proud of the role our publications play within the communities they serve as the dominant sources of comprehensive high quality local news and information,” Reed read from his script. “These local brands are the cornerstone to our organic growth strategy allowing us to leverage our strong community standing in ties, our highly recognized brands, and our large in market local sales force, which is helping us further expand our digital and service offerings for small businesses.”

Of course, Reed didn’t mention the round after round of cuts the Herald-Tribune newsroom has suffered under New Media ownership and GateHouse Media management. Nor did he mention that the Herald-Tribune was an award-winning newspaper long before New Media bought it and began the wholesale bloodletting of journalists.

Reed addressed that payroll slashing with typical CEOSpeak: “Subsequent to the quarter close, we have implemented a cost reduction program that is expected to reduce expenses over $3 million in the first quarter of 2017 and over $27 million for the full year of 2017.”

In other words, expect the layoffs to just keep coming. Expect to see fewer and fewer reporters working in the communities and less and less reporting on topics vital to the residents.

Here are some other highlights:

  • For a change, Reed didn’t claim that New Media stock is undervalued by Wall Street. Its share price has been hovering in the $15 to $16 range, a far cry from the $40 or more some experts predicted for the stock when it was first issued.
  • Reed talked up the increased New Media dividend ($0.35 this time around), which is funded by the cash flow from local newspaper properties. Rather than reinvest in its news-gathering operations and reader retention, the company bleeds profits from these properties through round after round of cost reduction.
  • The company is still banking heavily on circulation revenue. While print circulation continues to plummet across the chain, the company offsets that with price increases and paid digital subscriptions. That is not a sustainable model, particularly given the dramatic newsroom reductions across the chain. People won’t keep paying more for less. They just won’t. Also, newspaper reader demographics skew old. Younger people are getting the information in other places.
  • Reed noted the company suffered massive declines in print advertising, led by the industry-wide decline in “pre-print” advertising from major retailers and classified advertising. While that decline may slow in the years ahead, Reed admitted that it won’t reverse.
  • He once against talked up “organic growth” in the company, but this time he didn’t put a timeline on it. Instead Reed stressed the diversification of revenues, including growth in digital ad sales, Propel Marketing, commercial printing and event presentation.
  • Reed also talked up the company’s expanding BridgeTower Media group of business publications. Those properties aren’t subject to the steep retail advertising declines that imperil the newspaper business.
  • Some of the company’s healthy cash flow will continue flowing into acquisitions. One by one, New Media/GateHouse is picking off family-owned operations and stripping them down for cash flow. That “inorganic growth” will feed the revenue bottom line for years to come as the grand consolidation of newspapers continues.

Fortress Investment Group, now owned by Japan’s Softbank, will continue reaping huge external management fees from New Media/GateHouse for as long as company lasts. Such is the reward for raising capital for expansion. Fortress earned $19.4 million in compensation last year from New Media after raking in $39.7 million the year before.

Fortress owns about 1 percent stake of the New Media stock, so it is not overly concerned about the stock price tanking. And yet Fortress employs Reed as the New Media CEO, raising reasonable questions about his commitment to producing shareholder value. (Although it should be noted that Reed has bought 60,000 shares of the stock the past few months at a cost of nearly $800,000)

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By supporting real journalism, you support real democracy

Feb 17, 2017 by

“Real News, Real Journalism” is more than a subscription slogan for the UMG-represented St. Louis Post-Dispatch. It is a civic necessity in these tumultuous times, when many rights we hold sacred — especially the freedom of the press — are under assault.

We wholeheartedly agree with Society of Professional Journalists president Lynn Walsh’s statement of President Donald Trump’s latest attack on the media:

“When President Trump continues his anti-media, anti-press rhetoric, tip-toes around questions from journalists and chooses not to provide support for information he shares, the American public is the biggest loser. The public is entitled to ask the White House, Mr. Trump and other government officials and employees questions, whether the topics are something they feel are newsworthy or appropriate. Journalists fill the role for the public by working every day to hold them accountable, ask about policies and question facts, figures and information being shared by the government. Journalists will continue to do their jobs to hold this administration and all government officials accountable so the public can have the information it is entitled to.”

You can support real journalism by subscribing to the Post-Dispatch. Subscribers to the digital access or print edition delivery (Sundays, three days or seven days) plus digital access also get a free 52-week digital subscription to the Washington Post.

That has huge value these days. Post journalists, represented by the Baltimore-Washington Guild, are doing a remarkable job of chronicling history as it unfolds in our nation’s capital.

Citizens in Illinois should subscribe the State Journal-Register, the Peoria Journal Star, the Rockford Register Star, the Pekin Daily Times and the Freeport Journal- Standard to support quality journalism at the state and regional level.

The UMG represents the hard-working journalists at each of those newspapers.

If you are interested in supporting organized labor, you should subscribe to the St. Louis Labor Tribune, one of the country’s top newspapers of its kind. Those in the Catholic faith should subscribe to the St. Louis Review to learn more about their community. The UMG represents employees at those two publications as well.

Finally, the progressive Truthout website has never been more essential as it sheds light on our nation’s greatest challenges. This fiercely independent publication relies on reader support to do its groundbreaking work on a national level. You can donate here and back the efforts of UMG-represented journalists.

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About those Medical Retirement Accounts at the Post-Dispatch

Feb 14, 2017 by

The United Media Guild asked our benefits consultant, Jack Alheim, to explain the Medical Retirement Account that many of our members have gained through their insurance at the Post-Dispatch.

Here is his disclaimer, then his report:

Following is a summary of the Annual Deductible Account and Medical Retirement Account (MRA) offered by Lee Enterprises as a company paid benefit. The following summary is intended to be accurate, however, if terms in the following summary or the Summary Plan Description (SPD) are inconsistent, the SPD or the Lee Medical Plan document will govern. Participants should refer to the Summary Plan Description (SPD) for terms and conditions not outlined below.

What is the benefit?

Each year that you are enrolled in an Eligible Plan, Lee Enterprises will credit a certain amount to a Deductible Account on your behalf. Such amount can be used to reimburse you for expenses incurred which count toward your plan deductible.

What is an Eligible Plan and who is an eligible for this benefit?

Employees enrolled in the Low-Deductible Medical Plan or the Mid-Deductible Medical Plan offered under the Lee Enterprises Welfare Benefit Plan are eligible to receive the employer paid benefit. Employees enrolled in the High-Deductible Medical Plan are not eligible to receive the benefit.

What is the amount of the benefit offered?

If you are enrolled in individual coverage, the amount credited to your Deductible Account is $500 per year.

If you are enrolled in family coverage, the amount credited to your Deductible Account is $1,000 per year. Reimbursements are permitted for expenses incurred by the employee and eligible dependents covered under the plan. The maximum amount that can be used for medical expenses attributable to any one person may not exceed $500 each year.

What can the benefit be used for?

You may be reimbursed from your Deductible account only for out of pocket medical expenses that count toward your plan deductible for the plan year. See the main SPD for information regarding your deductible. To be reimbursed for deductible expenses incurred in a particular plan year, you must submit claims for reimbursement for such expenses on or before March 31 of the next year.

I was in an eligible plan but switched to another Lee medical plan, what does that do to my benefits under the Deductible Account and MRA?

See the SPD for details on changes from individual coverage to family coverage, family coverage to individual coverage, disenrollment, termination and other changes.

How do I submit claims for reimbursement?

Eligible claims incurred by each participant are automatically submitted by United Healthcare to Tri-Star Systems, the Deductible Account Plan Administrator. As you incur eligible medical expenses, United Healthcare reports eligible expenses to Tri-Star Systems for you. Tri-Star will send you and email reimbursement notification confirming the expense. When you receive this notification, you must log on to  http://www.link.lee.net and approve the claim for reimbursement. If approved, you will be reimbursed by direct deposit or check.

What if I don’t approve the claim or chose not to be reimbursed, do I lose the benefit?

No. Amounts credited to you Deductible Account for a year that are not used for reimbursement of claims during the year are automatically rolled over to a Medical Retirement Account (MRA). You may use amounts credited to the MRA to reimburse post-retirement medical expense, if certain vesting requirements are satisfied. If you chose not to approve the claim from the Deductible Account, this will preserve more of your benefit to roll over to your MRA.

What can the MRA be used for?

You may be reimbursed from your MRA account for retiree and/or eligible depended medical out of pocket medical expenses. Routine medical expenses including premiums paid for an employer-sponsored plan or other plan including Medicare Part B, C and D premiums.

Are there restrictions on the MRA benefits?

In order to be eligible to use the amounts transferred to your MRA, you must satisfy the following requirements:

  • You must be age 55 or older.
  • You must not be an active employee of Lee Enterprises or an affiliate of Lee Enterprises.

You must also satisfy certain vesting service requirements. You will vest in the amounts deposited into your MRA and such amounts will be available for your use after you have earned four (4) years of service. Each year you work at least 1,000 hours, and were enrolled in a Lee medical plan and were an active employee on the last day of the year equals one year of service. Note Years of service earned prior to January 1, 2008, do not count toward satisfaction of the years of service requirement.

How do I claim reimbursements under the MRA?

The Administrator of the MRA is Tri-Star Systems. Claims for reimbursement from your MRA should be made by submitting a claims form to Tri-Star Systems. The claims form is available on Tri-Star Systems website (http://www.tri-starsystems.com) and on LINK (http://link.lee.net) and may be submitted online or via facsimile. You should contact Tri-Star Systems for more information.

Is the Deductible Account and MRA considered “my account” and can I receive the unused amounts as a cash distribution?

No. The Deductible Account and MRA are notational accounts maintained solely for bookkeeping. Benefit distributions are only allowed for medical reimbursements as outlined in the plan.

If I die, can my spouse and dependents use this account?

Yes, but it is limited. Upon your death, any dependent child or spouse may use the amounts in your MRA, but only to the extent such amounts are vested as of the date of your death, to pay premiums for his or her own COBRA continuation coverage with respect to the plan in which he or she was enrolled. If any amounts remain in the MRA account after your dependent’ COBRA continuation coverage terminates, those amounts will be forfeited.

Are the Deductible Account and MRA benefits guaranteed?

No. While Lee Enterprises states that it intends to continue the Deductible Account and the MRA portions of the Eligible Plans, it reserves the right, in its sole discretion, to modify, change, revise, amend or terminate such portions at any time, for any reason, without prior notice. This includes vested MRA balances.

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