Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
|
DallasNews Corp (Name of Issuer) |
Series A Common Stock, $0.01 par value (Title of Class of Securities) |
235050101 (CUSIP Number) |
Guy Gilmore MNG Enterprises, Inc., 5990 Washington Street Denver, CO, 80216 (303) 954-6450 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/15/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 235050101 |
| 1 |
Name of reporting person
Strategic Investment Opportunities LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage of Series A Common Stock (as defined herein) reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of July 8, 2025, as reported in Exhibit 2.1 to the Form 8-K filed by the Issuer on July 10, 2025.
SCHEDULE 13D
|
| CUSIP No. | 235050101 |
| 1 |
Name of reporting person
MNG Enterprises, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
C
heck if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of July 8, 2025, as reported in Exhibit 2.1 to the Form 8-K filed by the Issuer on July 10, 2025.
SCHEDULE 13D
|
| CUSIP No. | 235050101 |
| 1 |
Name of reporting person
MNG Investment Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of July 8, 2025, as reported in Exhibit 2.1 to the Form 8-K filed by the Issuer on July 10, 2025.
SCHEDULE 13D
|
| CUSIP No. | 235050101 |
| 1 |
Name of reporting person
Freeman Heath | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of July 8, 2025, as reported in Exhibit 2.1 to the Form 8-K filed by the Issuer on July 10, 2025.
SCHEDULE 13D
|
| CUSIP No. | 235050101 |
| 1 |
Name of reporting person
Alden Global Capital LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
470,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, OO |
Comment for Type of Reporting Person:
The percentage of Series A Common Stock reported as beneficially owned by the Reporting Person is based on 4,739,025 shares of Series A Common Stock outstanding as of July 8, 2025, as reported in Exhibit 2.1 to the Form 8-K filed by the Issuer on July 10, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Series A Common Stock, $0.01 par value |
| (b) | Name of Issuer:
DallasNews Corp |
| (c) | Address of Issuer's Principal Executive Offices:
P.O. Box 224866, Dallas,
TEXAS
, 75222-4866. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by the following perso
ns (each a "Reporting Person" and, together, the "Reporting Persons"): i. Strategic Investment Opportunities LLC, a Delaware limited liability company ("Opportunities"); ii. MNG Enterprises, Inc., a Delaware corporation ("MNG"); iii. MNG Investment Holdings LLC, a Delaware limited liability company ("MNG Holdings"); iv. Heath Freeman, as the President of Alden ("Mr. Freeman"); and v. Alden Global Capital LLC, a Delaware limited liability company ("Alden"). Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 of this Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Set forth on Schedule A annexed hereto is the name and present principal business, occupation or employment, and the name, principal business, and address of any corporation or other organization in which such employment is conducted, of the executive officers and directors of Opportunities, MNG, MNG Holdings, and Alden. To the best of the Reporting Persons' knowledge, except as set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement, or understanding required to be disclosed herein. |
| (b) | The principal business address of each of Opportunities, MNG, and MNG Holdings is 5990 Washington Street, Denver, Colorado 80216. The principal business address of each of Mr. Freeman and Alden is 1971 W. Lumsden Road, Suite 330, Brandon, Florida 33511. |
| (c) | The principal business of Opportunities is investing. The principal business of MNG is to serve as the parent company and manager of MediaNews Group, Inc., a leading newspaper publisher in local, multi-platform news and information. The principal business of MNG Holdings is to serve as the managing member of Opportunities. Mr. Freeman is the President of Alden. The principal business of Alden is investment management. |
| (d) | During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | The response to Item 2(a) of this Schedule 13D is incorporated herein by reference. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The shares of Series A common stock, par value $0.01 per share ("Series A Common Stock"), were purchased with the working capital of Opportunities (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the Series A Common Stock reported herein was approximately $6,414,333.68, excluding brokerage commissions. | |
| Item 4. | Purpose of Transaction |
On July 22, 2025, MNG delivered a letter (the "Letter") to the Board of Directors of the Issuer (the "Board") setting forth a non-binding offer to acquire all of the issued and outstanding shares of the Issuer's Series A Common Stock and the Issuer's Series B common stock, par value $0.01 per share ("Series B Common Stock" and, together with the Series A Common Stock, "Common Stock") not already owned by MNG for $16.50 per share in cash (the "Proposal"), on the terms and subject to the conditions set forth in the Letter. The Proposal is not subject to any financing conditions, but it remains subject to MNG's satisfactory completion of due diligence and the negotiation and execution of definitive documentation. Accordingly, the terms and conditions set forth in the Proposal are subject to change. The Proposal is a non-binding expression of interest only, and it does not constitute an offer capable of acceptance or a legally binding obligation. MNG reserves the right to withdraw or modify the Proposal at any time. The Letter and the Proposal (1) are intended solely for the consideration of the Board and not for the consideration of the Issuer's shareholders or any other person or entity, and (2) are not, and are not intended to be, a solicitation of a proxy or vote with respect to any securities of the Issuer or any other securities, or an offer to purchase or a solicitation of an offer to sell any securities of the Issuer or any other securities. As of the date of this Schedule 13D, the Board has not responded to the Proposal. The Reporting Persons intend to respond to inquiries from, and, if invited, engage in discussions and negotiations concerning the Proposal with the Board and the Issuer and its officers, advisors, and other representatives. There can be no certainty or guarantee as to whether any such discussions or negotiations will occur, or, if they occur, the outcome thereof. The Reporting Persons may enter into confidentiality or similar agreements with the Issuer to facilitate such discussions and negotiations. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may, at any time and from time to time, take such actions with respect to the investment as they deem appropriate, depending on various factors, including, without limitation: (1) the outcome of any discussions or negotiations referenced in this Schedule 13D; (2) the outcome of any negotiations between the Issuer and any other potential acquirer of the Issuer; (3) the Issuer's financial position and strategic direction; (4) actions taken by or at the direction of the Board; (5) market prices for the Issuer's securities; (6) other investment opportunities available to the Reporting Persons; (7) general securities market and financing market conditions; and (8) general economic and industry conditions. Such actions may involve: (1) acquiring additional Common Stock or other equity, debt, notes, securities or instruments, or derivative or other instruments that are based upon or relate to the value of securities or instruments, of the Issuer (collectively, "Securities"), in the open market or otherwise; (2) disposing of any or all of their Securities, in the open market or otherwise; (3) engaging in hedging or similar transactions with respect to the Securities; or (4) proposing, planning, or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. If entered into and consummated, the transactions contemplated by the Letter and the Proposal, or any other similar transaction, would, among other things: (1) result in the Reporting Persons' acquisition of additional securities of the Issuer; (2) effectuate a merger of the Issuer; (3) effectuate a change of control of the Issuer; (4) result in changes to the Issuer's certificate of formation and bylaws; (5) result in changes to the board of directors or management of the Issuer; (6) lead to the delisting of the Series A Common Stock from The Nasdaq Stock Market; and (7) lead to the deregistration of the Series A Common Stock under the Securities Exchange Act of 1934, as amended. The foregoing descriptions of the Letter and the Proposal and the transactions contemplated thereby, are qualified in their entirety by reference to the full text of the Letter, a copy of which is included as Exhibit 3 to this Schedule 13D and is incorporated by reference in its entirety. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | As of the date hereof, the Reporting Persons may be deemed to beneficially own 470,000 shares of Series A Common Stock, or approximately 9.9% of the Series A Common Stock outstanding. The percentage of the Series A Common Stock reported as beneficially owned by the Reporting Persons is based on 4,739,025 shares of Series A Common Stock outstanding as of July 8, 2025, as reported in Exhibit 2.1 to the Form 8-K filed by the Issuer on July 10, 2025. |
| (b) | Each of the Reporting Persons may be deemed to share the power to vote or direct the voting of, and the power to dispose or direct the disposition of, the Series A Common Stock reported herein. |
| (c) | The transactions in the Series A Common Stock effected by the Reporting Persons within the past sixty days are set forth in Exhibit 4 attached hereto. |
| (d) | No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Series A Common Stock. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The disclosure in Item 4 of this Schedule 13D is incorporated herein by reference. On July 22, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings, or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit Description Exhibit 1: Joint Filing Agreement, dated July 22, 2025 Exhibit 2: Schedule A Exhibit 3: Letter to the Board, dated July 22, 2025 Exhibit 4: Schedule B: Schedule of Transactions |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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