Lamar Advertising Company Announces Commencement of Exchange Offer for 3 3/4% Senior Notes due 2028, 4 7/8% Senior Notes due ...
September 16 2020 - 1:48PM
Lamar Advertising Company (Nasdaq: LAMR) announced today that its
wholly owned subsidiary, Lamar Media Corp., has commenced an offer
to exchange (i) all $600.0 million of its outstanding 3 3/4%
Senior Notes due 2028 (the “2028 Original Notes”), which are not
registered under the Securities Act of 1933, as amended (the
“Securities Act”), for an equal principal amount of newly issued 3
3/4% Senior Notes due 2028 that have been registered under the
Securities Act (the “2028 Exchange Notes”), (ii) all $400.0 million
of its outstanding 4 7/8% Senior Notes due 2029 (the “2029
Original Notes”), which are not registered under the Securities
Act, for an equal principal amount of newly issued 4 7/8% Senior
Notes due 2029 that have been registered under the Securities Act
(the “2029 Exchange Notes”), and (iii) all $550.0 million of its
outstanding 4% Senior Notes due 2030 (the “2030 Original
Notes”, and together with the 2028 Original Notes and the 2029
Original Notes, the “Original Notes”), which are not registered
under the Securities Act, for an equal principal amount of newly
issued 4% Senior Notes due 2030 that have been registered under
the Securities Act (the “2030 Exchange Notes”, and together with
the 2028 Exchange Notes and 2029 Exchange Notes, the “Exchange
Notes”).
Each series of the Exchange Notes are substantially identical to
the corresponding series of the Original Notes, except that the
Exchange Notes have been registered under the Securities Act and
will not bear any legend restricting their transfer. The Exchange
Notes will be issued only upon cancellation of a like amount of
currently outstanding Original Notes of the corresponding series.
Lamar Media will not receive any proceeds from the exchange
offer.
Lamar Media is making this exchange offer to satisfy its
obligations under registration rights agreements entered into when
it issued the Original Notes. Any Original Notes not tendered for
exchange in the exchange offer will remain outstanding and continue
to accrue interest, and Lamar Media will have no further obligation
to provide for the registration of such notes under the Securities
Act, except under certain limited circumstances.
Pursuant to the terms of the exchange offer, Lamar Media will
accept for exchange any and all Original Notes validly tendered and
not withdrawn prior to 5:00 p.m., New York City time, on October
15, 2020 (the “Expiration Date”), unless extended. Tenders of
Original Notes may be withdrawn at any time prior to 5:00 p.m., New
York City time, on the Expiration Date.
The terms of the exchange offer and other information relating
to Lamar Media are set forth in a prospectus dated September 16,
2020. Copies of the prospectus and the related letter of
transmittal may be obtained from The Bank of New York Mellon Trust
Company, N.A., which is serving as the exchange agent for the
exchange offer. The Bank of New York Mellon Trust Company, N.A. can
be contacted at:
The Bank of New York Mellon Trust Company, N.A., as Exchange
Agentc/o The Bank of New York Mellon CorporationCorporate Trust
Operations – Reorganization Unit111 Sanders Creek ParkwayEast
Syracuse, New York 13057Facsimile: 732-667-9408
This press release does not constitute an offer to purchase any
securities or the solicitation of an offer to sell any securities.
The exchange offer is being made only pursuant to the prospectus
dated September 16, 2020, and the related letter of transmittal and
only to such persons and in such jurisdictions as is permitted
under applicable law.
Forward-Looking Statements
This press release includes “forward-looking statements,” which
are statements other than statements of historical fact and are
often characterized by the use of words such as “believes,”
“expects,” “estimates,” “projects,” “may,” “will,” “intends,”
“plans” or “anticipates,” or by discussions of strategy, plans or
intentions. All forward-looking statements in this press release
are made based on management’s current expectations and estimates,
which involve risks, uncertainties and other factors that could
cause results to differ materially from those expressed in
forward-looking statements. Among the important factors that could
cause actual results to differ materially from those results
indicated in the forward-looking statements include uncertainties
relating to market conditions for corporate debt securities
generally and for the securities of advertising companies and for
Lamar Media in particular.
General Information
Founded in 1902, Lamar Advertising Company is one of the largest
outdoor advertising companies in North America, with approximately
385,000 displays across the United States and Canada. Lamar offers
advertisers a variety of billboard, interstate logo, transit and
airport advertising formats, helping both local businesses and
national brands reach broad audiences every day. In addition to its
more traditional out-of-home inventory, Lamar is proud to
offer its customers the largest network of digital billboards in
the United States with over 3,600 displays.
Company Contact:
Buster KantrowDirector of Investor Relations(225)
926-1000bkantrow@lamar.com
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