View:
Download DOC
Download PDF
Download XLS
Download XBRL
8-K
LAMAR ADVERTISING CO/NEWLAMAR MEDIA CORP/DEfalsefalse00008990450001090425 0001090425 2021-01-07 2021-01-07 0001090425 lamr:LamarMediaCorporationAndSubsidiariesMember 2021-01-07 2021-01-07
 
 
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 7, 2021
 
 
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
(Exact name of registrants as specified in its charter)
 
 
 
Delaware
Delaware
  
1-36756
1-12407

  
47-0961620
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 7.01. Regulation FD Disclosures.
In connection with the Proposed Offering (as defined below), Lamar Media Corp. disclosed that, as of November 30, 2020, it had approximately $120.0 million in cash and cash equivalents. Lamar Media Corp. also disclosed that $70.0 million of borrowings outstanding under its revolving senior credit facility as of September 30, 2020 were subsequently repaid prior to November 30, 2020.
Item 8.01. Other Events.
On January 7, 2021, Lamar Advertising Company issued a press release announcing a proposed institutional private placement of $550.0 million of senior notes of Lamar Media Corp. (the “Proposed Offering”).
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.
* * *
This Current Report on Form
8-K
contains forward-looking statements, including regarding the Proposed Offering. 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 Current Report on Form
8-K
is neither an offer to sell nor a solicitation of an offer to buy the senior notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit
No.
   
Description
99.1    Press Release of Lamar Advertising Company dated January 7, 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 7, 2021    
LAMAR ADVERTISING COMPANY
    By:  
/s/ Jay L. Johnson
      Jay L. Johnson
      Executive Vice President, Chief Financial Officer and Treasurer
 
Date: January 7, 2021    
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 Announces

Proposed Private Offering of Senior Notes

Baton Rouge, LA — January 7, 2021 — Lamar Advertising Company (Nasdaq: LAMR) announced today that it is seeking to raise approximately $550.0 million through an institutional private placement of senior notes (the “Notes”) by its wholly owned subsidiary, Lamar Media Corp. (“Lamar Media”). The Notes will be guaranteed on a senior unsecured basis by substantially all of Lamar Media’s domestic subsidiaries. The completion of the proposed offering depends upon several factors, including market conditions.

Lamar Media intends to use the proceeds of this offering, after the payment of fees and expenses, together with cash on hand and borrowings under its senior secured revolving credit facility and Accounts Receivable Securitization Program, to redeem all of its outstanding $650.0 million aggregate principal amount 5 3/4% Senior Notes due 2026.

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