Item 1.01. Entry into a Material Definitive Agreement.
Private Placement of New Senior Notes
On January 22, 2021, Lamar Advertising Company (the "Company") completed an
institutional private placement of $550.0 million in aggregate principal amount
of 3.625% Senior Notes due 2031 (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 $542.5 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
non-U.S.
persons in reliance on Regulation S under the Securities Act.
On January 22, 2021, Lamar Media and its subsidiary guarantors entered into an
Indenture (the "Indenture") with The Bank of New York Mellon Trust Company,
N.A., as trustee, relating to the Notes.
The Notes mature on January 15, 2031, and bear interest at a rate of 3.625% per
annum, which is payable semi-annually on April 15 and October 15 of each year,
beginning April 15, 2021. Interest will be computed on the basis of a
360-day
year comprised of twelve
30-day
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) make certain
distributions, investments and other restricted payments; (iii) create certain
liens; (iv) enter into transactions with affiliates; (v) agree to restrictions
on the Restricted Subsidiaries' ability to make payments to Lamar Media;
(vi) merge, consolidate or sell substantially all of Lamar Media's or the
Restricted Subsidiaries' assets; and (vii) 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, at a price equal to 103.625% of the aggregate
principal amount so redeemed, plus accrued and unpaid interest thereon, with the
net cash proceeds of certain public equity offerings completed before
January 15, 2024 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 January 15, 2026, 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 January 15,
2026, Lamar Media may 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, 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 $100.0 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 $100.0 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; and (f) certain events involving bankruptcy, insolvency or
reorganization of Lamar Media or any Restricted Subsidiary.
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.
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On January 22, 2021, in connection with the issuance of the Notes, Lamar Media
and its subsidiary guarantors entered into a Registration Rights Agreement (the
"Registration Rights Agreement") with J.P. Morgan Securities LLC for itself and
as representative for the other initial purchasers of the Notes (each
individually, an "Initial Purchaser" and collectively, the "Initial
Purchasers"). Pursuant to the terms of the Registration Rights Agreement, Lamar
Media and its subsidiary guarantors agreed to file and cause to become effective
a registration statement covering an offer to exchange the Notes for a new issue
of identical exchange notes registered under the Securities Act and to complete
the exchange offer on or prior to the date 270 days following January 22, 2021
(the "Target Registration Date"). Under certain circumstances, Lamar Media may
be required to provide a shelf registration statement to cover resales of the
Notes. If the exchange offer is not completed (or, if required, the shelf
registration statement is not declared effective) on or before the Target
Registration Date, then the annual interest rate borne by the Notes will be
increased by (i) 0.25% per annum for the first
90-day
period immediately following the Target Registration Date and (ii) an additional
0.25% per annum with respect to each subsequent
90-day
period, in each case until the exchange offer is completed or, if required, the
shelf registration statement is declared effective, up to a maximum of 1.00% per
annum of additional interest.
The Initial Purchasers 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 or their respective affiliates are lenders and/or agents
under Lamar Media's senior credit facility and receives 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) and Registration Rights Agreement filed as
Exhibits 4.1 and 10.1, respectively, 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
4.1           Indenture, dated as of January 22, 2021, among Lamar Media, the
            Guarantors named therein and The Bank of New York Mellon Trust
            Company, N.A., as Trustee (including the Form of Note and Guarantee as
            Exhibit A thereto).

10.1          Registration Rights Agreement, dated as of January 22, 2021, among
            Lamar Media, the Guarantors named therein and J.P. Morgan Securities
            LLC, as representative for the Initial Purchasers named therein.

104         Cover Page Interactive Data File - (embedded within the Inline XBRL
            document)

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