Lamar Advertising Company filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2025

 

(Exact name of registrants as specified in its charter)

 

 

5321 Corporate Boulevard, Baton Rouge, Louisiana

(Address of principal executive offices and zip code)

()

(Registrants’ telephone number, including area code)

 

Check the appropriate box below if the Form filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

Lamar Advertising Company securities registered pursuant to Section 12(b) of the Act:

 

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 of the Securities Exchange Act of 1934 (17 CFR

 

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.

 

 

 

 

On September 25, 2025, Lamar Advertising Company (the “Company”) completed an institutional private placement of $400.0 million in aggregate principal amount of 5.375% Senior Notes due 2033 (the “Notes”) of Lamar Media Corp., its wholly owned subsidiary (“Lamar Media”). The institutional private placement resulted in net proceeds to Lamar Media of approximately $393.5 million. The Notes were sold within the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States only to persons in reliance on Regulation S under the Securities Act.

On September 25, 2025, Lamar Media and its subsidiary guarantors entered into an Indenture (the “Indenture”) with U.S. Bank Trust Company, National Association, as trustee, relating to the Notes.

The Notes mature on November 1, 2033, and bear interest at a rate of 5.375% per annum, which is payable semi-annually on May 1 and November 1 of each year, beginning May 1, 2026. Interest will be computed on the basis of a year comprised of twelve months. The terms of the Indenture limit Lamar Media’s and its Restricted Subsidiaries’ (as defined in the Indenture) ability to, among other things, (i) incur additional debt and issue preferred stock; (ii) guarantee certain indebtedness; (iii) make certain distributions, investments and other restricted payments; (iv) create certain liens; (v) enter into transactions with affiliates; (vi) agree to restrictions on the Restricted Subsidiaries’ ability to make payments to Lamar Media; (vii) merge, consolidate or sell substantially all of Lamar Media’s or the Restricted Subsidiaries’ assets; and (viii) sell assets. These covenants are subject to a number of exceptions and qualifications.

Lamar Media may redeem up to 40% of the aggregate principal amount of the Notes, at any time and from time to time prior to November 1, 2028, at a price equal to 105.375% of the aggregate principal amount so redeemed, plus accrued and unpaid interest thereon, with the net proceeds of certain public equity offerings, provided that following the redemption, at least 60% of the Notes that were originally issued remain outstanding and any such redemption occurs within 120 days following the closing of any such public equity offering. At any time prior to November 1, 2028, Lamar Media may redeem some or all of the Notes at a price equal to 100% of the aggregate principal amount, plus accrued and unpaid interest thereon and a make-whole premium. On or after November 1, 2028, Lamar Media may also redeem the Notes, in whole or in part, in cash at redemption prices specified in the Notes. In addition, if the Company or Lamar Media undergoes a change of control and a rating of the Notes is reduced, Lamar Media may be required to make an offer to purchase each holder’s Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest, up to but not including the repurchase date.

The Indenture provides that each of the following is an event of default (“Event of Default”): (a) default in payment of any principal of, or premium, if any, on the Notes; (b) default for 30 days in payment of any interest on the Notes; (c) default by Lamar Media or any Guarantor (as defined in the Indenture) in the observance or performance of any other covenant in the Notes or the Indenture for 45 days (or, in the case of certain reports that Lamar Media is required to furnish to holders of the Notes pursuant to the Indenture, 120 days) after written notice from the trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding; (d) default or defaults under one or more agreements, instruments, mortgages, bonds, debentures or other evidences of Indebtedness (as defined in the Indenture) under which Lamar Media or any Restricted Subsidiary of Lamar Media then has outstanding Indebtedness in excess of $150.0 million, individually or in the aggregate, and either (i) such Indebtedness is already due and payable in full or (ii) such default or defaults have resulted in the acceleration of the maturity of such Indebtedness; (e) any final judgment or judgments which can no longer be appealed for the payment of money in excess of $150.0 million (not covered by insurance) shall be rendered against Lamar Media or any Restricted Subsidiary and shall not be discharged for any period of 60 consecutive days during which a stay of enforcement shall not be in effect; (f) certain events involving bankruptcy, insolvency or reorganization of Lamar Media or any Restricted Subsidiary; and (g) failure, for a period of 30 days after written notice from the trustee or the holders of not less than 25% of the aggregate principal amount of the Notes, to comply with the requirements of the covenant on repurchase of the Notes after a change of control (other than the failure to repurchase the Notes).

If any Event of Default arising under a clause other than clause (f) above occurs and is continuing, then the trustee or the holders of 25% in aggregate principal amount of the Notes may declare to be immediately due and payable the entire principal amount of all the Notes then outstanding plus accrued interest to the date of acceleration, and such amounts shall become immediately due and payable. If an Event of Default arising under clause (f) above occurs, the entire principal amount of all the Notes then outstanding plus accrued interest thereon shall become immediately due and payable without any declaration or other act on the part of the trustee or the holders of the Notes.

The initial purchasers of the notes, the trustee, and their 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. Certain of the initial purchasers, the trustee, or their respective affiliates are lenders and/or agents under Lamar Media’s senior credit facility and receive customary fees and expense reimbursement in connection therewith.

The description above is qualified in its entirety by the Indenture (including the Form of Note and Guarantee), filed as Exhibits 4.1, to this Current Report on Form and incorporated herein by reference.

 

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

(d) Exhibits

 

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.