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8-K

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 8.01.

Other Events.

On January 7, 2021, Lamar Advertising Company issued a press release announcing that its wholly owned subsidiary, Lamar Media Corp., has agreed to sell $550.0 million in aggregate principal amount of 3.625% Senior Notes due 2031 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 January 22, 2021. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein in accordance with Rule 135(c) 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 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 Prices

Private Offering of Senior Notes

Baton Rouge, LA — January 7, 2021 — Lamar Advertising Company (Nasdaq: LAMR) announced today that its wholly owned subsidiary, Lamar Media Corp. (“Lamar Media”), has agreed to sell $550.0 million in aggregate principal amount of 3.625% Senior Notes due 2031 (the “Notes”) through an institutional private placement. 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 $542.5 million. Subject to customary closing conditions, the closing of this offering is expected on or about January 22, 2021.

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