Item 7.01 Regulation FD Disclosure.
On January 21, 2020, Lamar Advertising Company ("Lamar Advertising") will use a
lender presentation in connection with meetings with prospective lenders to
discuss the possible refinancing of the existing capital structure of its wholly
owned subsidiary, Lamar Media Corp. ("Lamar Media").
The lender presentation contains a description of the proposed refinancing
transactions, which consists of (1) a new $750.0 million
revolving credit facility (to replace its existing $550.0 million revolving
credit facility), (2) a new $600.0 million
Term Loan B and (3) the Proposed Offering (as defined below) (collectively, the
"Proposed Refinancing"). Proceeds from the Proposed Refinancing will be used to
refinance Lamar Media's existing Term Loan A and Term Loan B, redeem in full all
$510.0 million in aggregate principal amount of its outstanding 5 3/8% Senior
Notes due 2024 (the "Redemption"), partially repay borrowings under the existing
revolving credit facility, pay fees and expenses in connection therewith and the
remainder, if any, for general corporate purposes.
Following the completion of the Proposed Refinancing, Lamar Media expects that
its senior secured leverage ratio will be reduced to 1.2x.
The information contained in Item 7.01 to this Current Report on Form
is being furnished and shall not be deemed "filed" for any purpose, and shall
not be deemed incorporated by reference in any filing under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
regardless of any general incorporation language in any such filing.
Item 8.01. Other Events.
Proposed Private Offering
On January 21, 2020, Lamar Advertising issued a press release announcing a
proposed institutional private placement of $1.0 billion of one or more series
of senior notes of Lamar Media (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,
* * *
This Current Report on Form
contains forward-looking statements, including regarding the Proposed
Refinancing, the Proposed Offering and the Redemption. 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 (i) uncertainties relating to
market conditions for corporate debt securities generally and for the securities
of advertising companies and for Lamar Media in particular, (ii) uncertainties
relating to Lamar Media's ability to enter into an amended and restated credit
facility on favorable terms to accomplish the Proposed Refinancing,
(iii) uncertainties relating to Lamar Media's ability to consummate the
Redemption, (iv) uncertainty relating to Lamar Advertising's ability to maintain
its status as a real estate investment trust or REIT, (v) changes in tax laws
applicable to REITs or in the interpretation of those laws, and (vi) the
regulation of the outdoor advertising industry by federal, state and local
This Current Report on Form
is neither an offer to sell nor a solicitation of an offer to buy the senior
Item 9.01 Financial Statements and Exhibits.
99.1 Press Release of Lamar Advertising Company dated January 21, 2020
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