Item 1.01. Entry into a Material Definitive Agreement.
The information discussed under Item 2.01 of this Current Report on Form8-K is incorporated by reference into this Item 1.01.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 21, 2018, Lamar Media Corp. (“Lamar Media”) entered into the Equity Purchase Agreement (the “Equity Purchase Agreement”) with FMG Outdoor Holdings, LLC (“Fairway”), GTCR/FMG Blocker Corp. (the “GTCR Blocker”), NCP Fairway, Inc. (the “NCP Blocker” and, together with GTCR Blocker, the “Blockers”), GTCR Fund XI/C LP (the “GTCR Seller”), Newstone Capital Partners II, L.P. (the “Newstone Seller” and, together with the GTCR Seller, the “Blocker Sellers”), each of the Selling Members identified therein (together with the Blocker Sellers, the “Sellers”), and GTCR Partners XI/B LP, solely in its capacity as representative for the Sellers (the “Representative”), none of which are affiliated with Lamar Advertising Company (the “Company”), Lamar Media or any of their respective affiliates.
On December 21, 2018, pursuant to the Equity Purchase Agreement, Lamar Media acquired (i) from the Blocker Sellers, all of the issued and outstanding shares of the Blockers, which hold certain of the outstanding units of Fairway, and (ii) from the Selling Members, all of the units of Fairway not held by the Blockers, for an aggregate purchase price of approximately $418.5 million (the “Acquisition”). Lamar Media funded the Acquisition with borrowings under its revolving credit facility and its previously announced accounts receivable securitization program.
Prior to the closing of the Acquisition, Fairway completed a restructuring transaction whereby it transferred certain of its assets not being acquired by Lamar Media to newly formed entities. The assets of Fairway acquired by Lamar Media in the Acquisition primarily consist of more than 8,500 billboards in five new U.S. markets, Greenville/Spartanburg, South Carolina, Raleigh-Durham and Greensboro/Winston-Salem, North Carolina, Athens, Georgia, and La Crosse, Wisconsin.
The foregoing description of the Equity Purchase Agreement is qualified in its entirety by reference to the Equity Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form8-K and is incorporated herein by reference.
The representations, warranties and covenants contained in the Equity Purchase Agreement have been made solely for the purpose of such agreement and as of specific dates, for the benefit of the parties to the Equity Purchase Agreement. In addition, such representations, warranties and covenants (i) may have been qualified by confidential disclosures exchanged between the parties, (ii) are subject to materiality qualifications contained in the Equity Purchase Agreement which may differ from what may be viewed as material by investors, and (iii) have been included in the Equity Purchase Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters of facts. Accordingly, the Equity Purchase Agreement has been filed as an exhibit hereto to provide investors with information regarding the terms of the Equity Purchase Agreement, and not to provide investors with any other factual information regarding the parties, their respective businesses, or the actual conduct of their respective businesses during the period prior to the consummation of the transactions contemplated by the Equity Purchase Agreement. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of actual facts or circumstances, and the subject matter of representations and warranties may change after the date as of which such representations or warranties were made. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Equity Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
