View:
Download DOC
Download PDF
Download XLS
Download XBRL
Form 8-K
LAMAR ADVERTISING CO/NEWLAMAR MEDIA CORP/DEfalse00010904250000899045LA 0001090425 2020-01-21 2020-01-21 0001090425 lamr:LamarMediaCorporationAndSubsidiariesMember 2020-01-21 2020-01-21
 
 
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 21, 2020
 
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
(Exact name of registrants as specified in its charter)
 
Delaware
 
1-36756
 
72-1449411
Delaware
 
1-12407
 
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading
Symbol(s)
 
Name of each exchange
on which registered
Class A common stock, $0.001 par value
 
LAMR
 
The NASDAQ Stock Market, LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Lamar Advertising Company
 
 
Emerging growth company
 
☐
             
Lamar Media Corp.
 
 
Emerging growth company 
  
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 
Lamar Advertising Company
 
 
 
☐
             
Lamar Media Corp.
 
 
 
☐
 
 
 
Item 8.01.
Other Events.
On January 21, 2020, Lamar Advertising Company issued a press release announcing that its wholly owned subsidiary, Lamar Media Corp. (“Lamar Media”), intends to redeem in full all $510,000,000 in aggregate principal amount of its outstanding 5 3/8% Senior Notes due 2024 (CUSIP No. 513075BH3) (the “Notes”) on February 20, 2020 (the “Redemption Date”), conditioned on Lamar Media completing one or more new debt financing transactions totaling at least $1.6 billion, or such lesser amount as Lamar Media determines is sufficient, prior to the Redemption Date (the “Redemption”).
The Redemption will be made in accordance with the terms of the indenture governing the Notes and the terms of the notice of redemption that is being sent to all registered holders of the Notes by the trustee for the Notes.
The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No.
 
  
Description
         
 
99.1
   
         
 
104
   
Cover Page Interactive Data File - (embedded within the Inline XBRL document)
 
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 21, 2020
 
 
LAMAR ADVERTISING COMPANY
             
  
 
By:
  
/s/ Jay L. Johnson
 
 
 
Jay L. Johnson
 
 
 
EVP, Chief Financial Officer and Treasurer
         
Date: January 21, 2020
 
 
LAMAR MEDIA CORP.
             
  
 
By:
  
/s/ Jay L. Johnson
 
 
 
Jay L. Johnson
 
 
 
EVP, Chief Financial Officer and Treasurer
EX-99.1

Exhibit 99.1

 

LOGO

5321 Corporate Boulevard

Baton Rouge, LA 70808

Lamar Advertising Company Announces Conditional Redemption of

5 3/8% Senior Notes Due 2024

Baton Rouge, LA — January 21, 2020 — Lamar Advertising Company (Nasdaq: LAMR), a leading owner and operator of outdoor advertising and logo sign displays, today announced that its wholly owned subsidiary, Lamar Media Corp. (“Lamar Media”), intends to redeem in full all $510,000,000 in aggregate principal amount of its outstanding 5 3/8% Senior Notes due 2024 (CUSIP No. 513075BH3) (the “Notes”), subject to the satisfaction of the Financing Condition (as defined below). The redemption will be made in accordance with the terms of the indenture governing the Notes and the terms of the notice of redemption.

The redemption is conditioned on Lamar Media completing one or more new debt financing transactions totaling at least $1.6 billion, or such lesser amount as Lamar Media determines is sufficient (the “Financing Condition”) prior to February 20, 2020 (the “Redemption Date”), the proceeds of which will be partially used to fund the redemption of the Notes. There can be no assurances as to when and if such Financing Condition will be completed.

If the Financing Condition is met, Lamar Media expects to redeem the Notes on the Redemption Date at a redemption price equal to 101.792% of the aggregate principal amount of the outstanding Notes, plus accrued and unpaid interest to (but not including) the Redemption Date (the “Redemption Price”). Assuming the Financing Condition is met, the Redemption Price will be due and payable on the Redemption Date upon surrender of the Notes.

A notice of redemption is being mailed to all registered holders of the Notes by The Bank of New York Mellon Trust Company, N.A., the trustee for the Notes (the “Trustee”). Copies of the notice of redemption may be obtained from the Trustee by calling 1-800-254-2826.

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to the Notes or any other securities.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding Lamar Media’s ability to fund redemption of the Notes and establish a new term loan facility under its senior credit agreement. These statements are based on management’s current expectations or beliefs, and are subject to uncertainty and changes in circumstances. Actual results may vary materially from those expressed or implied by the statements included herein due to changes in economic, business, competitive, technological, strategic and/or regulatory factors and other factors affecting the operation of the businesses of Lamar Media. More detailed information about these factors may be found in the filings made by Lamar Advertising Company and Lamar Media with the Securities and Exchange Commission, including in the Risk Factors section of their combined Annual Report on Form 10-K for the year ended December 31, 2018, and to the extent applicable, subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Lamar is under no obligation, and expressly disclaims any such obligation, to update or alter its forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.

Press Contact:

Buster Kantrow

Director of Investor Relations

Lamar Advertising Company

(225) 926-1000

bkantrow@lamar.com