LAMAR ADVERTISING CO/NEWLAMAR MEDIA CORP/DEfalsefalse00010904250000899045 0001090425 2021-09-20 2021-09-20 0001090425 lamr:LamarMediaCorporationAndSubsidiariesMember 2021-09-20 2021-09-20
 
 
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): September 20, 2021
 
 
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
(Exact name of registrants as specified in its charter)
 
 
 
Delaware
 
Delaware
 
1-36756
 
1-12407
 
47-0961620
 
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)
 
  ☐
Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
 
  ☐
Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
 
  ☐
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 8.01 Other Events.
On September 20, 2021, Lamar Advertising Company (the “Company”) issued a press release announcing that its board of directors has authorized the extension of the Company’s existing (i) stock repurchase program, which provides for the repurchase of up to $250 million of its Class A common stock and (ii) debt repurchase program, which provides for the repurchase by Lamar Media Corp., its wholly owned subsidiary, of up to $250 million of Lamar Media Corp.’s outstanding senior or senior subordinated notes, if any, and other indebtedness outstanding from time to time under Lamar Media Corp.’s credit agreement. The repurchase programs, which were previously set to expire on September 30, 2021, have been extended through March 31, 2023. The repurchase programs may be further extended, suspended or discontinued at any time.
Such repurchases may be made on the open market or in privately negotiated transactions. The timing and amount of any repurchases will be determined by the Company’s management based on its evaluation of market conditions and other factors. As of the date hereof, no repurchases have been made under the existing repurchase programs. The Company may also establish
10b5-1
trading plans from time to time that will provide flexibility if and when it buys back securities.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit
No.
  
Description
   
99.1    Press Release of Lamar Advertising Company dated September 20, 2021.
   
104.1    Cover Page Interactive Data File—(embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: September 20, 2021   
LAMAR ADVERTISING COMPANY
     
     By:   
/s/ Jay L. Johnson
          Jay L. Johnson
          EVP, Chief Financial Officer & Treasurer
 
Date: September 20, 2021   
LAMAR MEDIA CORP.
     
     By:   
/s/ Jay L. Johnson
          Jay L. Johnson
          EVP, Chief Financial Officer & Treasurer
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