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8-K
LAMAR ADVERTISING CO/NEWLAMAR MEDIA CORP/DEfalsefalse00008990450001090425LA 0001090425 2020-08-17 2020-08-17 0001090425 lamr:LamarMediaCorporationAndSubsidiariesMember 2020-08-17 2020-08-17
 
 
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): August 17, 2020
 
 
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
(Exact name of registrants as specified in their charters)
 
 
 
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))
Lamar Advertising Company 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
Lamar Media Corp. securities registered pursuant to Section 12(b) of the Act: none
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.
Proposed Private Offering
On August 17, 2020, Lamar Advertising Company issued a press release announcing that its wholly owned subsidiary, Lamar Media Corp., has agreed to sell an additional $150.0 million in aggregate principal amount of its existing 4% Senior Notes due 2030 through an institutional private placement (the “Notes Offering”). Subject to customary closing conditions, the closing of the Notes Offering is expected to occur on or about August 19, 2020. A copy of 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 August 17, 2020.
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: August 17, 2020    
LAMAR ADVERTISING COMPANY
    By:  
/s/ Jay L. Johnson
      Jay L. Johnson
      Executive Vice President, Chief Financial Officer and Treasurer
 
Date: August 17, 2020    
LAMAR MEDIA CORP.
    By:  
/s/ Jay L. Johnson
      Jay L. Johnson
      Executive Vice President, Chief Financial Officer and Treasurer
EX-99.1

Exhibit 99.1

 

LOGO

5321 Corporate Boulevard

Baton Rouge, LA 70808

Lamar Advertising Company Prices Private Offering of

an Additional $150 Million of 4% Senior Notes due 2030

Baton Rouge, LA — August 17, 2020 — Lamar Advertising Company (Nasdaq: LAMR) announced today that its wholly owned subsidiary, Lamar Media Corp (“Lamar Media”), has agreed to sell $150.0 million of additional 4% Senior Notes due 2030 (the “Notes”) through an institutional private placement. The Notes are being issued as additional notes to the existing $400.0 million aggregate principal amount of 4% Senior Notes due 2030 that Lamar Media issued on February 6, 2020 (the “Existing Notes”). Other than with respect to the date of issuance and issue price, the Notes will have the same terms as the Existing Notes. The Notes will be maintained under the same CUSIP numbers as the Existing Notes (except that the Notes issued pursuant to Regulation S will trade separately under a different CUSIP number until 40 days after the issue date of the Notes, but thereafter, the Notes issued pursuant to Regulation S will be maintained under the same CUSIP number as the Existing Notes issued pursuant to Regulation S). The Notes will be guaranteed on a senior unsecured basis by substantially all of Lamar Media’s domestic subsidiaries.

The proceeds, after the payment of fees and expenses, to Lamar Media of this offering are expected to be approximately $146.9 million. Lamar Media intends to use the proceeds of this offering, together with cash on hand and borrowings under its revolving credit facility, to redeem the $267.5 million aggregate principal amount of its 5% Senior Subordinated Notes due 2023 (the “5% Subordinated Notes”) that will remain outstanding after the completion of the previously announced partial redemption of the 5% Subordinated Notes on August 31, 2020. Lamar Media will use the remainder, if any, to fund working capital needs or for general corporate purposes. Subject to customary closing conditions, the closing of this offering is expected to occur on or about August 19, 2020.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This notice is being issued pursuant to and in accordance with Rule 135(c) under the Securities Act of 1933, as amended (the “Securities Act”).

The Notes and related guarantees subject to the private placement have not been registered under the Securities Act, or any state securities laws, and will be 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 and related guarantees 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. 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.

******

This news release is for informational purposes only and is not an offer to sell, or the solicitation of an offer to buy, securities.

Company Contact:

Buster Kantrow

Director of Investor Relations

Lamar Advertising Company

(225) 926-1000

bkantrow@lamar.com