Item 1.01. Entry into a Material Definitive Agreement.
On July 31, 2023, Lamar Advertising Company’s (the “
Company
”) direct wholly owned subsidiary Lamar Media Corp. (“
Lamar Media
”) entered into the Amendment No. 4, dated as of July 31, 2023 (the “
Amendment
”), to the Fourth Amended and Restated Credit Agreement dated February 6, 2020, by and among Lamar Media, as Borrower, the Company, Lamar Media’s subsidiary guarantors party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and certain lenders from time to time party thereto (such agreement, as amended, the “
Credit Agreement
”). Capitalized terms not defined herein shall have the meanings set forth in the Credit Agreement.
The Amendment extends the maturity date of Lamar Media’s $750.0 million revolving credit facility (the “
Revolving Facility
”) such that the Revolving Facility matures July 31, 2028;
provided
, that, if on the date (a “
Springing Maturity Test Date
”) that is 91 days prior to either the then scheduled maturity date of Lamar Media’s $600.0 million Term Loan B facility (the “
Term B Loan Facility
”) (which is currently February 6, 2027) or the February 15, 2028 maturity date of Lamar Media’s 3.750% Senior Notes due 2028 (the “
2028 Senior Notes
”), the Company and its restricted subsidiaries do not have sufficient liquidity (defined as unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus unused commitments under the Revolving Facility) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the Term B Loan Facility or the 2028 Senior Notes (as applicable), the Revolving Facility will mature on such Springing Maturity Test Date. On the maturity date of the Revolving Facility, the entire principal amount of revolving loans outstanding under the Revolving Facility, together with all accrued and unpaid interest on such revolving loans, will be due and payable.
The Amendment also establishes a $75.0 million swingline as a sublimit of the Revolving Facility, which allows Lamar Media to borrow revolving loans on a
same-day
basis, in an aggregate outstanding principal amount of up to $75.0 million. In addition, the Amendment amends the provisions of the Credit Agreement related to incremental facilities to allow Lamar Media to establish, from to time to time, one or more new incremental revolving facilities on the terms, and subject to the conditions, set forth in the Credit Agreement.
The interest rates, unused fees, guarantees, covenants, events of default and other material terms of the Credit Agreement applicable to the Revolving Facility remain unchanged by the Amendment.
The Administrative Agent, the lenders under the Credit Agreement and each of their respective 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.
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.