Lamar Advertising Company filed SEC Form 8-K: Regulation FD Disclosure

 

 

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 22, 2025

 

(Exact name of registrants as specified in its charter)

 

 

5321 Corporate Boulevard, Baton Rouge, Louisiana 70808

(Address of principal executive offices and zip code)

(225)

(Registrants’ telephone number, including area code)

 

Check the appropriate box below if the Form is intended to 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.

 

 

 

 

In connection with the Proposed Offering (as defined below), Lamar Media Corp. disclosed that it is in the process of seeking an amendment to its senior credit agreement that relates to its Term B Loan facility (the “Amendment”) under its senior credit facility. The Amendment proposes to refinance in full the existing $600.0 million Term B Loan facility with a new seven-year, $700.0 million senior secured Term B Loan facility, among other changes. After repayment of the existing Term B Loan facility, Lamar Media Corp. intends to use any excess proceeds received in connection with the Amendment to repay a portion of the amounts outstanding under its senior secured revolving credit facility. Lamar Media Corp. expects to close on the Amendment prior to the closing date for the Proposed Offering, although there can be no assurance that the Amendment will be adopted, and what the final terms of the Amendment will be.

The information contained in Item 7.01 to this Current Report on 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.

 

On September 22, 2025, Lamar Advertising Company issued a press release announcing a proposed institutional private placement of $400.0 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.

In connection with the Proposed Offering, Lamar Advertising Company and Lamar Media Corp. disclosed the following updated Risk Factor below in a preliminary offering memorandum dated September 22, 2025, which updates and supplements Risk Factors that were contained in Item 1A of their combined annual report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”). The information in this current report on Form 8-K should be read in conjunction with the Risk Factors described in the Form 10-K and the information under the “Forward-Looking Statements” in the Form 10-K, as updated and supplemented by their combined quarterly report on Form 10-Q for the quarterly period ended June 30, 2025.

Governments, shareholders, customers, employees and other stakeholders are increasingly focusing on corporate ESG practices and disclosures, and expectations in this area are rapidly evolving and growing. We may incur costs related to ESG initiatives, including those related to producing enhanced mandatory or voluntary disclosures about our business. Additionally, although we have policies in place with respect to the content we display in customer advertisements, if the content of the advertisements we display is controversial or if our decisions to reject certain ads based on our content policies are viewed negatively, we may face reputational damage. This could lead to public controversy, decreased customer trust, and potential loss of business. If we are unable to respond effectively to ESG matters, our reputation, business, financial condition and results of operations could be adversely impacted.

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(d) Exhibits

 

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.