Lamar Media 8K Entry into a Material Definitive Agreement

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): June 24, 2022

LAMAR ADVERTISING COMPANY

LAMAR MEDIA CORP.

(Exact name of registrants as specified in its charter)


Delaware	1-36756	47-0961620
Delaware	1-12407	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)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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 June 24, 2022, Lamar Advertising Company’s direct wholly owned subsidiary Lamar Media Corp. (“Lamar Media”) and indirect wholly-owned special purpose subsidiaries, Lamar QRS Receivables, LLC and Lamar TRS Receivables, LLC (collectively, the “SPEs”), entered into the Sixth Amendment, dated as of June 24, 2022 (the “Amendment”), to the Receivables Financing Agreement dated December 18, 2018, by and among Lamar Media, as Initial Servicer, the SPEs, as Borrowers, PNC Bank, National Association, as Administrative Agent and a Lender, PNC Capital Markets LLC, as Structuring Agent and Sustainability Agent, and certain lenders from time to time party thereto (such agreement, as amended, the “Receivables Financing Agreement”). Capitalized terms not defined herein shall have the meanings set forth in the Receivables Financing Agreement.

The Amendment increases the amount of the accounts receivable securitization program established under the Receivables Financing Agreement (the “Accounts Receivable Securitization Program”) from $175.0 million to $250.0 million and extends the maturity date of the Accounts Receivable Securitization Program to July 21, 2025. Additionally, the Amendment provides for the replacement of LIBOR-based interest rate mechanics with SOFR-based interest rate mechanics for the Accounts Receivable Securitization Program.

The Administrative Agent and its affiliates perform various financial advisory, investment banking and commercial banking services from time to time for Lamar Media and its affiliates, for which it receives customary fees. The Administrative Agent is a lender under Lamar Media’s senior credit facility, for which it receives customary fees and expense reimbursement in connection therewith.

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		Sixth Amendment to the Receivables Financing Agreement, dated as of June 24, 2022, among Lamar Media, as Initial Servicer, the SPEs, as Borrowers, and PNC Bank, National Association, as Administrative Agent and a Lender.

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: June 30, 2022	LAMAR ADVERTISING COMPANY

	By:	/s/ Jay L. Johnson
		Jay L. Johnson
		Executive Vice President, Chief Financial Officer, and Treasurer

Date: June 30, 2022	LAMAR MEDIA CORP.

	By:	/s/ Jay L. Johnson
		Jay L. Johnson
		Executive Vice President, Chief Financial Officer, and Treasurer

Lamar Media 8-KEntry into a Material Definitive Agreement