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8-K
LAMAR ADVERTISING CO/NEWLAMAR MEDIA CORP/DEfalsefalse00008990450001090425LA 0001090425 2021-01-04 2021-01-04 0001090425 lamr:LamarMediaCorporationAndSubsidiariesMember 2021-01-04 2021-01-04
 
 
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 4, 2021
 
 
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
(Exact name of registrants as specified in its charter)
 
 
 
Delaware
  
1-36756
  
47-0961620
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 4, 2021, Lamar Advertising Company issued a press release announcing that its wholly owned subsidiary, Lamar Media Corp. (“Lamar Media”), intends to redeem in full all $650,000,000 in aggregate principal amount of its outstanding 5 3/4% Senior Notes due 2026 (CUSIP No. 513075BL4) (the “Notes”) on February 3, 2021 (the “Redemption Date”), conditioned on Lamar Media completing one or more new debt financing transactions totaling at least $550.0 million, 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    Press Release of Lamar Advertising Company dated January 4, 2021
   
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 4, 2021      
LAMAR ADVERTISING COMPANY
       
        By:  
/s/ Jay L. Johnson
            Jay L. Johnson
            EVP, Chief Financial Officer and Treasurer
     
Date: January 4, 2021      
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 3/4% Senior Notes Due 2026

Baton Rouge, LA — January 4, 2021 — 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 $650,000,000 in aggregate principal amount of its outstanding 5 3/4% Senior Notes due 2026 (CUSIP No. 513075BL4) (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 $550.0 million, or such lesser amount as Lamar Media determines is sufficient (the “Financing Condition”) prior to February 3, 2021 (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. The Financing Condition may also be waived by Lamar Media in its sole discretion.

If the Financing Condition is met, Lamar Media expects to redeem the Notes on the Redemption Date at a redemption price equal to 102.875% 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 delivered 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. 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, 2019, as updated by their subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Neither Lamar Advertising nor Lamar Media is under any 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.

Company Contact:

Buster Kantrow

Director of Investor Relations

Lamar Advertising Company

(225) 926-1000

bkantrow@lamar.com