Lamar Advertising Launching Corporate-Sponsored SPAC: Lamar Partnering Corporation
April 06 2021 - 7:11AM
Lamar Advertising Company (Nasdaq: LAMR) announced today that Lamar
Partnering Corporation (“LPC”), a newly formed special purpose
acquisition company and an indirect wholly-owned subsidiary of
Lamar Advertising Company (“Lamar”), has filed a Registration
Statement on Form S-1 (the “Registration Statement”) with the
Securities and Exchange Commission (“SEC”) in connection with a
proposed initial public offering of its units.
LPC plans to search for a partner at the
intersection of the out-of-home advertising, technology and
communications sectors. It is the intent of LPC that any such
partner will not compete with Lamar’s REIT-focused acquisition
strategy.
The proposed public offering is expected to have
a base offering size of $300 million, or up to $345 million if the
underwriters’ over-allotment is exercised in full. Under the terms
of the proposed public offering, Lamar, through an indirect wholly
owned subsidiary (the “Sponsor”), would own approximately 20% of
LPC’s issued and outstanding ordinary shares upon the consummation
of the offering and the Sponsor expects to commit to acquire $100
million of forward purchase units (each consisting of one share of
LPC’s Class B ordinary shares and one-fourth of one warrant to
purchase one share of LPC’s Class A ordinary shares) pursuant to a
forward purchase agreement that would close substantially
concurrent with the consummation of LPC’s initial business
combination. Lamar’s ownership interest in LPC will consist primary
of Class B ordinary shares following the consummation of LPC’s
initial business combination.
LPC will be managed by members of Lamar’s
management team, including Ross Reilly, Lamar’s Vice President of
Mergers and Acquisitions and Business Analytics, who will serve as
LPC’s Chief Executive Officer.
Lamar is a Real Estate Investment Trust that
operates more than 357,500 billboard, interstate logo, transit and
airport advertising displays across the United States and Canada,
including more than 3,600 large-format digital displays.
LPC expects to apply to list the units to be
issued in the public offering with the Nasdaq Stock Market to trade
under the ticker symbol “LPCXU.” Each such unit will consist of one
share of LPC’s Class A ordinary shares and one-fourth of one
warrant to purchase one share of LPC’s Class A ordinary shares,
which, once separated, are expected to trade under the ticker
symbols “LPC” and “LPCXW,” respectively.
Morgan Stanley and Citigroup are acting as joint book-running
managers for the proposed offering. When available, copies of the
prospectus related to the proposed initial offering by LPC may be
obtained for free by visiting Edgar on the SEC’s website at
www.sec.gov or from Morgan Stanley & Co. LLC, Attn: Prospectus
Department, 180 Varick Street, Second Floor, New York, NY 10014 or
Citigroup Global Markets Inc., c/o Broadridge Financial Solutions,
1155 Long Island Avenue, Edgewood, NY 11717, by telephone at (800)
831-9146.
The Registration Statement relating to the securities of the LPC
has been filed by the SEC but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior
to the time the Registration Statement becomes effective. This
press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward-Looking StatementsThis press release
includes certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including
statements relating to the proposed initial public offering of LPC,
including the terms thereof and the use of proceeds therefrom, the
forward purchase agreement and the listing of LPC’s securities with
The Nasdaq Stock Market. These forward-looking statements involve
many risks and uncertainties that could cause actual results to
differ materially from those expressed or implied by such
statements, including, without limitation, general market
conditions. These forward-looking statements speak only as of the
date of this press release, and Lamar and LPC each expressly
disclaim any obligation or undertaking to disseminate any updates
or revisions to any forward-looking statement contained herein to
reflect any change in the expectations of Lamar and LPC with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based. Please refer to the Registration
Statement and the publicly filed documents of Lamar, including
Lamar’s most recent Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, as applicable, for risks and uncertainties
related to the respective business of LPC and Lamar which may
affect the statements made in this press release.
Lamar Contact:Buster
KantrowExecutive Vice President, Lamar Advertising Company(225)
926-1000bkantrow@lamar.com
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