LAMAR ADVERTISING CO/NEWLAMAR MEDIA CORP/DEfalsefalse00010904250000899045 0001090425 2021-07-02 2021-07-02 0001090425 lamr:LamarMediaCorporationAndSubsidiariesMember 2021-07-02 2021-07-02
 
 
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): July 2, 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 1.01.
Entry into a Material Definitive Agreement.
On July 2, 2021, Lamar Advertising Company’s (the “Company”) direct wholly owned subsidiary Lamar Media Corp. (“Lamar Media”) entered into the Amendment No. 1, dated as of July 2, 2021 (the “Amendment”), to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto (such agreement, as amended, the “Credit Agreement”). Capitalized terms not defined herein shall have the meanings set forth in the Credit Agreement.
The Amendment amends the definition of “Subsidiary” to exclude each of Lamar Partnering Sponsor LLC and Lamar Partnering Corporation and any of their subsidiaries (collectively, the “Lamar Partnering Entities”) such that, after the giving effect to the Amendment, none of the Lamar Partnering Entities are subject to the Credit Agreement covenants and reporting requirements, but any investment by Lamar Media in any of the Lamar Partnering Entities would be subject to the Credit Agreement covenants. The Amendment also amends the definition of “EBITDA” to replace the existing calculation with a net income-based calculation, which excludes the income of
non-Subsidiary
entities such as the Lamar Partnering Entities, except to the extent that income of such entities is received by Lamar Media in the form of dividends or distributions.
The Administrative Agent, the lenders under the Credit Agreement and each of their respective affiliates perform various financial advisory, investment banking and commercial banking services from time to time for Lamar Media and its affiliates, for which they receive customary fees.
The description above is qualified in its entirety by the Amendment filed as Exhibit 10.1 to this Current Report on Form
8-K
and incorporated herein by reference.
 
Item 2.03.
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
 
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit
No.
   
Description
   
10.1    First Amendment to the Fourth Amended and Restated Credit Agreement, dated as of July 2, 2021, among Lamar Media, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A. and certain lenders party thereto.
   
104    Cover Page Interactive Data File - (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
 
Date: July 9, 2021  
LAMAR ADVERTISING COMPANY
       
        By:  
/s/ Jay L. Johnson
            Jay L. Johnson
            Executive Vice President, Chief Financial Officer, and Treasurer
   
Date: July 9, 2021  
LAMAR MEDIA CORP.
       
        By:  
/s/ Jay L. Johnson
            Jay L. Johnson
            Executive Vice President, Chief Financial Officer, and
Treasurer