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): January 25, 2016
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
(Exact name of registrants as specified in its charter)
| Delaware Delaware |
1-36756 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 (see General Instruction A.2. below):
| ¨ | 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 January 25, 2016, Lamar Advertising Company issued a press release announcing that its wholly owned subsidiary, Lamar Media Corp., has agreed to sell $400 million in aggregate principal amount of 5 3/4% Senior Notes due 2026 through an institutional private placement (the “Notes Offering”). Subject to customary closing conditions, the closing of the Notes Offering is expected on or about January 28, 2016. 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 No. |
Description | |
| 99.1 | Press Release of Lamar Advertising Company dated January 25, 2016. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 25, 2016 | LAMAR ADVERTISING COMPANY | |||||
| By: | /s/ Keith A. Istre | |||||
| Keith A. Istre | ||||||
| Treasurer and Chief Financial Officer | ||||||
| Date: January 25, 2016 | LAMAR MEDIA CORP. | |||||
| By: | /s/ Keith A. Istre | |||||
| Keith A. Istre | ||||||
| Treasurer and Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Press Release of Lamar Advertising Company dated January 25, 2016. | |
Exhibit 99.1
5321 Corporate Boulevard
Baton Rouge, LA 70808
Lamar Advertising Company Prices
Private Offering of Senior Notes
Baton Rouge, LA — January 25, 2016 — Lamar Advertising Company (Nasdaq: LAMR) announced today that its wholly owned subsidiary, Lamar Media Corp., has agreed to sell $400 million in aggregate principal amount of 5 3/4% Senior Notes due 2026 (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 $394.5 million. Subject to customary closing conditions, the closing of this offering is expected on or about January 28, 2016.
Lamar Media intends to use the proceeds of this offering, after the payment of fees and expenses, to repay (i) the $300 million Term A-1 loan that it borrowed on January 7, 2016 to fund the acquisition of certain assets of Clear Channel Outdoor Holdings, Inc. and (ii) a portion of the borrowings outstanding under its revolving credit facility.
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 the private placement and its application of net proceeds. 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 are uncertainties relating to market conditions for corporate debt securities generally and for the securities of advertising companies and for Lamar Media in particular.
******
This news release is for informational purposes only and is not an offer to sell, or the solicitation of an offer to buy, securities.
Contact:
Lamar Media Corp.
Keith Istre
Chief Financial Officer
(225) 926-1000
KI@lamar.com