sctoviza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Schedule TO
(Rule 14d-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
LAMAR ADVERTISING COMPANY
(Name of Subject Company (Issuer) and Filing Person (as Offeror))
2 7/8% CONVERTIBLE NOTES DUE 2010 — SERIES B
(Title of Class of Securities)
512815AH4
(CUSIP Number of Class of Securities)
Kevin P. Reilly, Jr.
President
Lamar Advertising Company
5551 Corporate Boulevard
Baton Rouge, Louisiana 70808
(225) 926-1000
(Name, address, and telephone number of person authorized to receive notices
and communications on behalf of filing persons)
with copies to:
| |
|
|
| Stacie Aarestad, Esq.
|
|
Daniel J. Zubkoff, Esq. |
| Edwards Angell Palmer & Dodge LLP
|
|
Cahill Gordon & Reindel LLP |
| 111 Huntington Avenue At Prudential Center
|
|
80 Pine Street |
| Boston, Massachusetts 02199-7613
|
|
New York, New York 10005 |
| (617) 239-0100
|
|
(212) 701-3000 |
CALCULATION OF FILING FEE
| |
|
|
| |
|
|
| Transaction Valuation (1)
|
|
Amount of Filing Fee (2) |
| $264,232,280
|
|
$14,745 |
| (1) |
|
Calculated solely for purposes of determining the amount of the filing fee. The transaction
valuation was calculated based on the purchase of $287,209,000 aggregate principal amount of
the issuer’s 2 7/8% Convertible Notes due 2010 — Series B at the tender offer price of $920
per $1,000 principal amount of such notes. |
| (2) |
|
The amount of the filing fee was calculated at a rate of $55.80 per $1,000,000 of transaction
value. |
| |
| þ |
|
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $14,745
Form or Registration No.: Schedule TO
Filing Party: Lamar Advertising Company
Date Filed: March 23, 2009
| o |
|
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| |
o |
|
third-party tender offer subject to Rule 14d-1. |
| |
| |
þ |
|
issuer tender offer subject to Rule 13e-4. |
| |
| |
o |
|
going-private transaction subject to Rule 13e-3. |
| |
| |
o |
|
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
TABLE OF CONTENTS
INTRODUCTORY STATEMENT
This Amendment No. 2 (this “Amendment No. 2”) amends and supplements the Tender Offer
Statement on Schedule TO originally filed with the Securities and Exchange Commission on March 23,
2009 (as amended, the “Schedule TO”), relating to the offer (the “Offer”) by Lamar Advertising
Company, a Delaware corporation (the “Company”), to purchase for cash any and all of its 27/8%
Convertible Notes due 2010 — Series B (the “Notes”), upon the terms and conditions set forth in
the Offer to Purchase, dated March 23, 2009, and amended by the
filing of Amendment No. 1 to the Schedule TO on March 27, 2009 (the
“Offer to Purchase”), and in the related Letter of
Transmittal, copies of which are filed as Exhibits (a)(1)(i) and (a)(1)(ii), respectively, to the
Schedule TO. This Amendment No. 2 is intended to satisfy the reporting requirements of Rule
13e-4(c)(3) under the Securities Exchange Act of 1934, as amended. Except as specifically provided
herein, this Amendment No. 2 does not modify any of the information previously reported in the
Schedule TO.
The information in the Offer to Purchase and the related Letter of Transmittal is incorporated
in this Amendment No. 2 by reference to all of the applicable items in the Schedule TO, except that
such information is amended and supplemented to the extent specifically provided in this Amendment
No. 2.
You should read this Amendment No. 2 together with the Schedule TO, the Offer to Purchase and
the Letter of Transmittal. Capitalized terms used but not defined herein shall have the meanings
ascribed to such terms in the Offer to Purchase.
Item 7. Source and Amount of Funds or Other Consideration.
Item 7 of the Schedule TO is hereby amended and supplemented to include the following:
On April 2, 2009, Lamar Media Corp. (“Lamar Media”), a wholly owned subsidiary of the Company,
entered into Amendment No. 4 (“Amendment No. 4”) to its existing bank credit facility dated as of
September 30, 2005 (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3 thereto, the
“Credit Agreement”) together with the Subsidiary Guarantors (as defined therein), the Subsidiary
Borrowers (as defined therein), the Company, and JPMorgan Chase Bank, N.A., as Administrative Agent
(“JPMorgan”), to among other things (i) reduce the amount of the revolving credit commitments
available thereunder from $400,000,000 to $200,000,000, (ii) increase the interest rate margins for
the revolving credit facility and term loans under the Credit Agreement, (iii) make certain changes to the provisions regarding
mandatory prepayments of loans, (iv) amend certain financial covenants and (v) cause Lamar Media
and the Subsidiary Guarantors to pledge additional collateral of Lamar Media and its subsidiaries,
including certain owned real estate properties, to secure loans made under the Credit Agreement.
Amendment No. 4 and the changes it made to the Credit Agreement were effective as of April 6,
2009.
Reductions in commitments
The aggregate amount of the Revolving Credit Commitments was automatically ratably reduced
from $400,000,000 to $200,000,000 as of April 6, 2009.
Interest
The manner in which interest on Lamar Media’s borrowings is determined under the facilities
was changed under Amendment No. 4 and is now calculated, at Lamar Media’s option, at a basic rate
equal to either of the following plus the applicable spread above such basic rate:
| |
• |
|
with respect to base rate borrowings, the “Adjusted Base Rate” which is equal to
the highest of: the rate publicly announced by JPMorgan Chase Bank, N.A. as its
prime lending rate, or the applicable federal funds rate, plus 0.50%,
or 1.0% plus the greater of (a) 2.00% and (b) the rate
at which eurodollar deposits for one month are quoted on Reuters Page LIBOR01
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); 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 Reuters Page LIBOR01
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 is determined by reference to trailing Senior Debt Ratio
(total senior debt to trailing four fiscal quarter EBITDA, as defined below, see “Amendments to financial covenants” below). For eurodollar rate borrowings, the spread applicable at this time is 3.50% and
for base rate borrowing is 2.50%, in each case, subject to adjustment by reference to Lamar Media’s
trailing Senior Debt Ratio.
Mandatory prepayments
Lamar Media has agreed to make annual mandatory prepayments of principal under the bank credit
facility based on a percentage of the excess cash flow (as defined in Amendment No. 4) for each of
Lamar Media’s fiscal years. The percentage of excess cash flow to be prepaid is determined by
reference to Lamar Media’s trailing Total Holdings Debt Ratio (total debt of the Company and its
restricted subsidiaries to trailing four fiscal quarter EBITDA, see “Amendments to financial covenants” below). The initial percentage of excess cash flow to be prepaid is 100%.
With respect to the fiscal year ending on December 31, 2009, the excess cash flow prepayment
is applied first to prepay Lamar Media’s revolving credit facility (without reduction of
commitments) up to approximately $107 million and the balance, if any, to the prepayment of the
term loan facility and incremental loan facilities. For fiscal years ending on or after December 31, 2010,
the excess cash flow prepayment is applied to Lamar Media’s term loan facility and its incremental
loan facilities, ratably.
As defined in Amendment No. 4, excess cash flow is, for any fiscal year, EBITDA of the Company
and its restricted subsidiaries, less the sum of: debt service for such
fiscal year, unfinanced capital expenditures made during such fiscal year, tax payments made in
cash during such fiscal year, amounts dividended by Lamar Media to the Company during such fiscal
year to enable the Company to make interest payments on its indebtedness, changes in working
capital during such fiscal year, payments made by Lamar Media from free cash flow during such
fiscal year to repay certain indebtedness owed to the Company, net reductions in the aggregate
outstanding principal amount of Lamar Media’s revolving credit facility during such fiscal year and
the aggregate amount of optional prepayments of principal of Lamar Media’s term loan facility and
incremental loan facility during such fiscal year.
Amendments to financial covenants
The Company’s “Total Debt Ratio” has been amended to include indebtedness of the Company and
is now called the “Total Holdings Debt Ratio.” Pursuant to the Total Holdings Debt Ratio, the
Company may not exceed the following ratios during the periods noted as set forth below:
| |
|
|
| Period |
|
Ratio |
Amendment No. 4 Effective Date through and including
March 31, 2009
|
|
7.25 to 1.00 |
Thereafter through and including June 30, 2009
|
|
7.50 to 1.00 |
Thereafter through and including June 30, 2010
|
|
7.75 to 1.00 |
Thereafter through and including December 31, 2010
|
|
7.50 to 1.00 |
Thereafter through and including March 31, 2011
|
|
7.00 to 1.00 |
Thereafter through and including June 30, 2011
|
|
6.75 to 1.00 |
Thereafter through and including September 30, 2011
|
|
6.25 to 1.00 |
Thereafter
|
|
6.00 to 1.00 |
2
Amendment No. 4 added a Senior Debt Ratio that the Company may not exceed during the periods
noted as set forth below:
| |
|
|
| Period |
|
Ratio |
Amendment No. 4 Effective Date through and including March
31, 2009
|
|
4.00 to 1.00 |
Thereafter through and including March 31, 2010
|
|
4.25 to 1.00 |
Thereafter through and including September 30, 2010
|
|
4.00 to 1.00 |
Thereafter through and including December 31, 2010
|
|
3.75 to 1.00 |
Thereafter through and including March 31, 2011
|
|
3.50 to 1.00 |
Thereafter through and including September 30, 2011
|
|
3.25 to 1.00 |
Thereafter through and including December 31, 2011
|
|
3.00 to 1.00 |
Thereafter
|
|
2.00 to 1.00 |
EBITDA
The definition of “EBITDA” was revised in Amendment No. 4 as follows: “EBITDA” means,
for any period, operating income for the Company and its subsidiaries (other than any unrestricted
subsidiary) (determined on a consolidated basis without duplication in accordance with GAAP) for
such period (calculated before taxes, interest expense, interest in respect of Mirror Loan
Indebtedness (as defined in Amendment No. 4), depreciation, amortization and any other non-cash
income or charges accrued for such period, one-time cash restructuring charges and cash severance
charges in the fiscal years ending on December 31, 2008 and 2009 (which charges shall not in the
aggregate exceed $2,500,000 for such fiscal years) for such period and (except to the extent
received or paid in cash by the Company or any of its subsidiaries (other than any unrestricted
subsidiary) income or loss attributable to equity in Affiliates (as defined in Amendment No. 4) for
such period)), excluding any extraordinary and unusual gains or losses during such period, and
excluding the proceeds of any Casualty Events and Dispositions (each as defined in Amendment No.
4). For purposes hereof, the effect thereon of any adjustments required under Statement of
Financial Accounting Standards No. 141R shall be excluded.
Pledge of additional collateral
In connection with Amendment No. 4, Lamar Media and the Subsidiary Guarantors entered into an
Amended and Restated Pledge Agreement with JPMorgan as Administrative Agent under which Lamar Media
and the Subsidiary Guarantors pledged, as security for loans made under the Credit Agreement, all
of their assets and placed a mortgage lien on certain pieces of real property held by TLC
Properties, Inc., a Subsidiary Guarantor thereunder.
Incremental Loan Facility
Amendment No. 4 also reduced Lamar Media’s incremental loan facility from $500 million to $300
million. The incremental facility permits Lamar Media to request that its lenders enter into
commitments to make additional term loans, up to a maximum aggregate amount of $300 million. Lamar
Media’s lenders have no obligation to make additional loans out of the $300 million incremental
facility, but may enter into such commitments at their sole discretion.
3
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
| |
|
|
|
|
| Date: April 7, 2009 |
LAMAR ADVERTISING COMPANY
|
|
| |
By: |
/s/ Keith A. Istre
|
|
| |
|
Keith A. Istre |
|
| |
|
Treasurer and Chief Financial Officer |
|
| |
EXHIBIT INDEX
| |
|
|
| Exhibit |
|
|
| No. |
|
Description |
|
|
|
(a)(1)(i)
|
|
Offer to Purchase dated March 23, 2009.* |
|
|
|
(a)(1)(ii)
|
|
Form of Letter of Transmittal (including Guidelines for Certification of Taxpayer
Identification Number on Substitute
Form W-9).* |
|
|
|
(a)(2)
|
|
None. |
|
|
|
(a)(3)
|
|
None. |
|
|
|
(a)(4)
|
|
None. |
|
|
|
(a)(5)
|
|
Press Release dated March 23, 2009.* |
|
|
|
(b)(1)
|
|
Purchase Agreement, dated as of March 20, 2009, by and among Lamar Media Corp. and the
initial purchasers named therein, relating to Lamar Media Corp.’s 9 3/4% Senior Notes due
2014.* |
|
|
|
(b)(2)
|
|
Indenture, dated as of March 27, 2009, between Lamar Media, the Guarantors named therein and
The Bank of New York Mellon Trust Company, N.A., as Trustee relating to Lamar Media’s 93/4%
Senior Notes due 2014. Previously filed as Exhibit 4.1 to the Company’s Current Report on
Form 8-K (File No. 0-30242) filed on March 27, 2009, and incorporated herein by reference. |
|
|
|
(d)(1)
|
|
Lamar 1996 Equity Incentive Plan, as amended, as adopted by the Board of Directors on
February 23, 2006. Previously filed as Exhibit 10.1 to the Company’s Current Report on Form
8-K (File No. 0-30242) filed on February 28, 2006, and incorporated herein by reference. |
|
|
|
(d)(2)
|
|
Form of Stock Option Agreement under the 1996 Equity Incentive Plan, as amended. Previously
filed as Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December
31, 2004 (File No. 0-30242) filed on March 10, 2005, and incorporated herein by reference. |
|
|
|
(d)(3)
|
|
Form of Restricted Stock Agreement. Previously filed as Exhibit 10.16 of the Company’s
Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 0-30242) filed on
March 15, 2006, and incorporated herein by reference. |
|
|
|
(d)(4)
|
|
Form of Restricted Stock Agreement for Non-Employee directors. Previously filed as Exhibit
10.1 to the Company’s Current Report on Form 8-K (File No. 0-30242) filed on May 30, 2007 and
incorporated herein by reference. |
|
|
|
(d)(5)
|
|
2000 Employee Stock Purchase Plan. Previously filed as Exhibit 10(b) to the Company’s
Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 0-30242) filed on
March 1, 2007, and incorporated herein by reference. |
|
|
|
(d)(6)
|
|
Lamar Advertising Company Non-Management Director Compensation Plan. Previously filed on
the Company’s Current Report on Form 8-K (File No. 0-30242) filed on May 30, 2007 and
incorporated herein by reference. |
|
|
|
(d)(7)
|
|
Summary of Compensatory Arrangements, dated March 4, 2009. Previously filed on the
Company’s Current Report on Form 8-K (File No. 0-30242) filed on March 6, 2009 and
incorporated herein by reference. |
|
|
|
(d)(8)
|
|
Indenture, dated as of June 16, 2003, between the Company and The Bank of New York Trust
Company, N.A., successor to Wachovia Bank of Delaware, National Association, as Trustee.
Previously filed as Exhibit 4.4 to the Company’s Quarterly Report on Form 10-Q for the
period ended June 30, 2003 (File No. 0-30242) filed on August 13, 2003, and incorporated
herein by reference. |
|
|
|
(d)(9)
|
|
First Supplemental Indenture to the Indenture dated as of June 16, 2003 between the Company
and The Bank of New York Trust Company, N.A., as Trustee, dated as of June 16, 2003.
Previously filed as Exhibit 4.5 to the Company’s Quarterly Report on Form 10-Q for the period
ended June 30, 2003 (File No. 0-30242) filed on August 13, 2003 and incorporated herein by
reference. |
|
|
|
(d)(10)
|
|
Second Supplemental Indenture to the Indenture dated as of June 16, 2003 between the
Company and The Bank of New York Trust Company, N.A., as Trustee, dated as of July 3, 2007.
Previously filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 0-30242)
filed on July 9, 2007 and incorporated herein by reference. |
|
|
|
(g)
|
|
None. |
|
|
|
(h)
|
|
None. |