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): October 5, 2006
LAMAR ADVERTISING COMPANY
LAMAR MEDIA CORP.
(Exact name of registrants as specified in their charters)
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| Delaware
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0-30242
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72-1449411 |
| Delaware
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1-12407
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72-1205791 |
| (States or other jurisdictions
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(Commission File
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(IRS Employer |
| of incorporation)
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Numbers)
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Identification Nos.) |
5551 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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Series B Incremental Term Loan
On October 5, 2006, Lamar Media Corp., a wholly-owned subsidiary of Lamar Advertising Company,
(the “Borrower”) entered into a Series B Incremental Loan Agreement (the “Incremental
Loan Agreement”) with the Subsidiary Guarantors (as defined below), the lenders named therein
(collectively, the “Series B Incremental Lenders”) and JPMorgan Chase Bank, N.A., as
Administrative Agent (“JPMorgan”). The Incremental Loan Agreement provides for loan
commitments by the Series B Incremental Lenders of $150.0 million in aggregate principal amount of
Incremental Loans in a single series of term loans to be designated the “Series B Incremental
Loans,” which $150.0 million was funded on October 5, 2006.
Reductions in commitments; amortization
The Series B Incremental Loans will begin amortizing in quarterly installments paid on each
December 31, March 31, June 30 and September 30 as follows:
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| Principal Payment Date |
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Principal Amount |
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December 31, 2007— September 30, 2009 |
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$ |
1,875,000 |
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December 31, 2009— September 30, 2011 |
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$ |
5,625,000 |
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December 31, 2011— September 30, 2012 |
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$ |
22,500,000 |
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The Series B Incremental Loans will mature September 28, 2012.
Interest
Interest on borrowings under the Incremental Loan Agreement is calculated, at the Borrower’s
option, at a base rate equal to (a) either of the following rates, plus (b) the applicable spread
above such base rate (as described below):
• with respect to base rate borrowings, the “Adjusted Base Rate,” which is equal to the higher
of (i) the rate publicly announced by JPMorgan Chase Bank, N.A. as its prime lending rate and (ii)
the applicable federal funds rate plus 0.5%; or
• with respect to eurodollar rate borrowings, the rate at which eurodollar deposits for one,
two, three or six months (as selected by us), or nine or twelve months (with the consent of the
lenders), are quoted on the Dow Jones Telerate Screen multiplied by the statutory reserve rate
(determined based on maximum reserve percentages established by the Board of Governors of the
Federal Reserve System of the United States of America).
The spread applicable to borrowings under the Incremental Loan Agreement is determined by reference
to our trailing leverage ratio as follows.
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| Range |
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| of |
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Base Rate Series B |
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Eurodollar Series B |
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| Total Debt Ratio |
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Incremental Loans |
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Incremental Loans |
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Greater than or equal to
5.00 to 1 |
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0.250 |
% |
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1.250 |
% |
Less than 5.00 to 1 and
greater than or equal to 3.00
to 1 |
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0.000 |
% |
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1.000 |
% |
Less than 3.00 to 1 and
greater than or equal to 2.50
to 1 |
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0.000 |
% |
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0.875 |
% |
Less than 2.50 |
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0.000 |
% |
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0.750 |
% |
Events of Default
The occurrence of any event of default (as defined in the Credit Agreement by and among Lamar Media
Corp., the Subsidiary Guarantors named therein, the Subsidiary Borrower named therein, the Lenders
named therein, and JPMorgan, as administrative agent, dated as of September 30, 2005 (the
“Credit Agreement”)) would permit acceleration of the indebtedness under the credit
facility and termination of the credit facility.
The Subsidiary Guarantors consist of the following entities: Interstate Logos, L.L.C., The Lamar
Company, L.L.C., Lamar Central Outdoor, LLC, Lamar Advertising Southwest, Inc., Lamar Oklahoma
Holding Company, Inc., Lamar DOA Tennessee Holdings, Inc., Lamar Obie Corporation, Missouri Logos,
LLC, Kentucky Logos, LLC, Oklahoma Logos, L.L.C., Mississippi Logos, L.LC., Delaware Logos, L.L.C.,
New Jersey Logos, L.L.C., Georgia Logos, L.L.C., Virginia Logos, LLC, Maine Logos, L.L.C.,
Washington Logos, L.L.C., Nebraska Logos, Inc., Ohio Logos, Inc., Utah Logos, Inc., South Carolina
Logos, Inc., Minnesota Logos, Inc., Michigan Logos, Inc., Florida Logos, Inc., Nevada Logos, Inc.,
Tennessee Logos, Inc., Kansas Logos, Inc., Colorado Logos, Inc., New Mexico Logos, Inc., Texas
Logos, L.P., Lamar Advertising of Colorado Springs, Inc., Lamar Texas General Partner, Inc., TLC
Properties, Inc., TLC Properties II, Inc., Lamar Pensacola Transit, Inc., Lamar Advertising of
Youngstown, Inc., Lamar Advertising of Michigan, Inc., Lamar Electrical, Inc., American Signs,
Inc., Lamar OCI North Corporation, Lamar OCI South Corporation, Lamar Advertising of Kentucky,
Inc., Lamar Florida, Inc., Lamar Advertising of South Dakota, Inc., Lamar Ohio Outdoor Holding
Corp., Outdoor Marketing Systems, Inc., Lamar Advertising of Penn, LLC, Lamar Advertising of
Louisiana, L.L.C., Lamar Tennessee, L.L.C., LC Billboard, L.L.C., Lamar Air, L.L.C., Lamar Texas
Limited Partnership, TLC Properties, L.L.C., TLC Farms, L.L.C., Lamar T.T.R., L.L.C., Outdoor
Marketing Systems, L.L.C., Lamar Advantage Holding Company, Premere Outdoor, Inc., Daum Advertising
Company, Inc., Outdoor Promotions West, LLC, Triumph Outdoor Rhode Island, LLC, Triumph Outdoor
Holdings, LLC, Lamar Advantage GP Company, LLC, Lamar Advantage LP Company, LLC, Lamar Advantage
Outdoor Company, L.P., Lamar Benches, Inc., Lamar I-40 West, Inc., Lamar Advertising of Oklahoma,
Inc., Lamar DOA Tennessee, Inc., O.B. Walls, Inc., and Obie Billboard, LLC.
Amendments to Credit Agreement
The Borrower, the Subsidiary Guarantors, the Series B Incremental Lenders and JPMorgan are parties
to the Credit Agreement. The Credit Agreement was amended by Amendment No. 1 dated as of October
5, 2006, to (i) restore the amount of the incremental loan facility to $500.0 million (which, under
its old terms, would have been reduced by the amount of the Series B Incremental Loan and had
previously been reduced by an earlier Series A Incremental Loan) and (ii) permit the Borrower to
make restricted payments so long as no default, as defined in the Credit Agreement, has occurred or
is continuing. Our lenders have no obligation to make additional loans to us out of the $500.0
million incremental term facility, but may enter into such commitments at their sole discretion.
Material Relationships
The Series B Incremental Lenders and JPMorgan and their affiliates perform various financial
advisory, investment banking, commercial banking and trustee services from time to time for us and
our affiliates, for which they receive customary fees.
The foregoing descriptions are qualified in their entirety by reference to the Incremental Loan
Agreement and Amendment No.1 to the Credit Agreement filed as Exhibits 10.1 and 10.2, respectively,
to this Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
Please refer to the discussion under Item 1.01 above, which is incorporated under this Item 2.03 by
reference.