| Item 1.01. | Entry into a Material Definitive Agreement. |
On October 15, 2024, Lamar Advertising Company’s (the “
Company
”) direct wholly owned subsidiary, Lamar Media Corp. (“
Lamar Media
”), and indirect wholly-owned special purpose subsidiaries, Lamar QRS Receivables, LLC and Lamar TRS Receivables, LLC (collectively, the “
SPEs
”), entered into the Seventh Amendment, dated as of October 15, 2024 (the “
Amendment
”), to the Receivables Financing Agreement, dated December 18, 2018, by and among Lamar Media, as Initial Servicer, the SPEs, as Borrowers, PNC Bank, National Association, as Administrative Agent and a Lender, PNC Capital Markets LLC, as Structuring Agent and Sustainability Agent, and certain lenders from time to time party thereto (such agreement, as amended, the “
Receivables Financing Agreement
”). Capitalized terms not defined herein shall have the meanings set forth in the Receivables Financing Agreement.
The Amendment extends the maturity date of the accounts receivable securitization program established under the Receivables Financing Agreement (the “
Accounts Receivable Securitization Program
”) to October 15, 2027;
provided
, that, if on the date (a “
Springing Maturity Test Date
”) that is 91 days prior to the then scheduled maturity date of Lamar Media’s $600.0 million Term Loan B facility (the “
Term Loan B Facility
”) (which is currently February 6, 2027), (a) any of the outstanding Term B Loans has a scheduled maturity date prior to the date that is 91 days prior to the then scheduled maturity date of Lamar Media’s $750.0 million revolving credit facility (the “
Revolving Credit Facility
”) (which is currently July 31, 2028)
and
(b) the Company and its restricted subsidiaries do not have sufficient liquidity (defined as (i) unused commitments under the Revolving Credit Facility plus (ii) unrestricted cash and cash equivalents of the Company and its restricted subsidiaries plus (iii) borrowing availability under the Accounts Receivable Securitization Program) to repay in full the aggregate outstanding amount (including all accrued and unpaid interest, premiums and make-whole amounts (if any)) of the Term Loan B Facility, then the Accounts Receivable Securitization Program will mature on such Springing Maturity Test Date.
The Administrative Agent and its 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 Administrative Agent is a lender under Lamar Media’s senior credit facility, for which it receives customary fees and expense reimbursement in connection therewith.
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.
