UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 2012
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
(Exact name of registrants as specified in their charters)
| Delaware Delaware |
0-30242 1-12407 |
72-1449411 72-1205791 | ||
| (States or other jurisdictions of incorporation) |
(Commission File Numbers) |
(IRS Employer Identification Nos.) |
5321 Corporate Boulevard, Baton Rouge, Louisiana 70808
(Address of principal executive offices and zip code)
(225) 926-1000
(Registrants’ telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. Other Events.
On October 25, 2012, Lamar Advertising Company issued a press release announcing that its wholly owned subsidiary, Lamar Media Corp., has agreed to sell $535 million in aggregate principal amount of 5.00% Senior Subordinated Notes due 2023 through an institutional private placement (the “Notes Offering”). Subject to customary closing conditions, the closing of the Notes Offering is expected on or about October 30, 2012. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein in accordance with Rule 135c of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit |
Description | |
| 99.1 | Press release of Lamar Advertising Company dated October 25, 2012. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| Date: October 25, 2012 | LAMAR ADVERTISING COMPANY | |||||
| By: | /s/ Keith A. Istre | |||||
| Keith A. Istre | ||||||
| Treasurer and Chief Financial Officer | ||||||
| Date: October 25, 2012 | LAMAR MEDIA CORP. | |||||
| By: | /s/ Keith A. Istre | |||||
| Keith A. Istre | ||||||
| Treasurer and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press release of Lamar Advertising Company dated October 25, 2012. | |
Exhibit 99.1
5321 Corporate Boulevard
Baton Rouge, LA 70808
Lamar Advertising Company Prices
Private Offering of Senior Subordinated Notes
Baton Rouge, LA — October 25, 2012 — Lamar Advertising Company (Nasdaq: LAMR) announced today that its wholly owned subsidiary, Lamar Media Corp., has agreed to sell $535 million in aggregate principal amount of 5.00% Senior Subordinated Notes due 2023 (the “Notes”) through an institutional private placement. The proceeds, after the payment of fees and expenses, to Lamar Media of this offering are expected to be approximately $527.1 million. Subject to customary closing conditions, the closing of this offering is expected on or about October 30, 2012.
Lamar Media intends to use the proceeds of this offering, after the payment of fees and expenses, (i) to redeem $137.2 million in aggregate principal amount outstanding of Lamar Media’s 6 5/8% Senior Subordinated Notes due 2015—Series B and Lamar Media’s 6 5/8% Senior Subordinated Notes due 2015—Series C, (ii) to fund the acquisition of NextMedia Outdoor, Inc. and potential acquisitions that are currently being evaluated by Lamar or that it may pursue in the future or, to the extent not used to fund potential future acquisitions, to repay a portion of the indebtedness outstanding under Lamar Media’s senior credit facility and (iii) for general corporate purposes.
This announcement is neither an offer to sell nor a solicitation of an offer to buy the Notes.
The Notes subject to the private placement have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in reliance on Regulation S. Unless so registered, the Notes may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws.
Forward-Looking Statements
This press release contains forward-looking statements regarding Lamar Media’s ability to complete this private placement and its application of net proceeds, including the proposed acquisition of NextMedia Outdoor, Inc. and the redemption of Lamar Media’s
6 5/8% Senior Subordinated Notes due 2015—Series B and Lamar Media’s 6 5/8% Senior Subordinated Notes due 2015—Series C. These forward-looking statements involve a number of risks and uncertainties. Among the important factors that could cause actual results to differ materially from those results indicated in the forward-looking statements include uncertainties relating to market conditions for corporate debt securities generally and for the securities of advertising companies and for Lamar Media in particular, as well as Lamar Media’s ability to complete the proposed acquisition of NextMedia Outdoor, Inc., which is subject to customary closing conditions.
******
This news release is for informational purposes only and is not an offer to buy, or the solicitation of an offer to sell, securities.
Contact:
Lamar Media Corp.
Keith Istre
Chief Financial Officer
(225) 926-1000
KI@lamar.com