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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration Statement - Securities for a Merger HTML 4.68M
125: COVER Comment-Response or Cover Letter to the SEC HTML 57K
2: EX-5.(A) Opinion of Counsel re: Legality HTML 57K
3: EX-5.(B) Opinion of Counsel re: Legality HTML 54K
4: EX-23.(A) Consent of Expert or Counsel HTML 51K
5: EX-25.(A) Statement of Eligibility to Act as a Trustee HTML 78K
6: EX-99.(A) Miscellaneous Exhibit HTML 193K
7: EX-99.(B) Miscellaneous Exhibit HTML 68K
8: EX-99.(C) Miscellaneous Exhibit HTML 57K
9: EX-99.(D) Miscellaneous Exhibit HTML 59K
16: R1 Cover HTML 65K
17: R2 Condensed Consolidated Balance Sheets HTML 174K
18: R3 Condensed Consolidated Balance Sheets HTML 90K
(Parenthetical)
19: R4 Condensed Consolidated Statements of Income and HTML 168K
Comprehensive Income (Unaudited)
20: R5 Consolidated Statements of Stockholders' Equity HTML 139K
21: R6 Consolidated Statements of Stockholders' Equity HTML 82K
(Parenthetical)
22: R7 Consolidated Statements of Cash Flows HTML 206K
23: R8 Significant Accounting Policies HTML 107K
24: R9 Revenues HTML 86K
25: R10 Acquisitions HTML 85K
26: R11 Non-cash Financing Activities HTML 56K
27: R12 Property, Plant and Equipment HTML 65K
28: R13 Goodwill and Other Intangible Assets HTML 138K
29: R14 Leases HTML 83K
30: R15 Accrued Expenses HTML 73K
31: R16 Earnings Per Share HTML 55K
32: R17 Long-term Debt HTML 250K
33: R18 Asset Retirement Obligations HTML 70K
34: R19 Depreciation and Amortization HTML 72K
35: R20 Income Taxes HTML 160K
36: R21 Related Party Transactions HTML 59K
37: R22 Stockholders' Equity HTML 66K
38: R23 Stock-Based Compensation HTML 102K
39: R24 Benefit Plans HTML 63K
40: R25 Commitment and Contingencies HTML 61K
41: R26 Distribution Restrictions HTML 58K
42: R27 Fair Value of Financial Instruments HTML 59K
43: R28 Information about Geographic Areas HTML 60K
44: R29 New Accounting Pronouncements HTML 64K
45: R30 Dividends/Distributions HTML 55K
46: R31 Quarterly Financial Data (Unaudited) HTML 88K
47: R32 Divestiture of Assets HTML 55K
48: R33 Subsequent Events HTML 55K
49: R34 Summarized Financial Information of Subsidiaries HTML 882K
50: R35 Schedule II - Valuation and Qualifying Accounts HTML 109K
51: R36 Schedule III - Real Estate and Accumulated HTML 138K
Depreciation
52: R37 Significant Accounting Policies (Policies) HTML 161K
53: R38 Significant Accounting Policies (Tables) HTML 59K
54: R39 Revenues (Tables) HTML 71K
55: R40 Acquisitions (Tables) HTML 85K
56: R41 Property, Plant and Equipment (Tables) HTML 65K
57: R42 Goodwill and Other Intangible Assets (Tables) HTML 142K
58: R43 Leases (Tables) HTML 72K
59: R44 Accrued Expenses (Tables) HTML 72K
60: R45 Long-term Debt (Tables) HTML 185K
61: R46 Asset Retirement Obligations (Tables) HTML 68K
62: R47 Depreciation and Amortization (Tables) HTML 71K
63: R48 Income Taxes (Tables) HTML 158K
64: R49 Stock-Based Compensation (Tables) HTML 93K
65: R50 Commitment and Contingencies (Tables) HTML 59K
66: R51 Quarterly Financial Data (Unaudited) (Tables) HTML 88K
67: R52 Summarized Financial Information of Subsidiaries HTML 882K
(Tables)
68: R53 Significant Accounting Policies- Additional HTML 115K
Information (Detail)
69: R54 Significant Accounting Policies- Revenue and HTML 58K
Expense Recognized for Advertising Barter
Transactions (Detail)
70: R55 Revenues - Additional Information (Details) HTML 61K
71: R56 Revenues - Disaggregation Revenue (Detail) HTML 68K
72: R57 Acquisitions - Additional Information (Detail) HTML 111K
73: R58 Acquisitions - Summary of Allocation of Purchase HTML 96K
Price/Acquisition Costs (Detail)
74: R59 Acquisitions - Summary of Unaudited Pro Forma HTML 63K
Financial Information (Detail)
75: R60 Non-cash Financing Activities - Additional HTML 68K
Information (Detail)
76: R61 Property, Plant and Equipment - Summary of Major HTML 78K
Categories of Property, Plant and Equipment
(Detail)
77: R62 Goodwill and Other Intangible Assets - Summary of HTML 109K
Intangible Assets (Detail)
78: R63 Goodwill and Other Intangible Assets - Summary of HTML 66K
Changes in Gross Carrying Amount of Goodwill
(Detail)
79: R64 Goodwill and Other Intangible Assets - Additional HTML 55K
Information (Detail)
80: R65 Goodwill and Other Intangible Assets - Summary of HTML 69K
Estimated Amortization Expense (Detail)
81: R66 Leases - Additional Information (Detail) HTML 97K
82: R67 Leases - Summary of Maturities of Operating Lease HTML 76K
Liabilities (Detail)
83: R68 Accrued Expenses - Summary of Accrued Expenses HTML 74K
(Detail)
84: R69 Earnings Per Share - Additional Information HTML 55K
(Detail)
85: R70 Long-term Debt - Long-Term Debt (Detail) HTML 129K
86: R71 Long-term Debt - Long-Term Debt (Parenthetical) HTML 89K
(Detail)
87: R72 Long-term Debt - Summary of Long-Term Debt HTML 83K
Contractual Maturities (Detail)
88: R73 Long-term Debt - Additional Information (Detail) HTML 430K
89: R74 Asset Retirement Obligations - Information Related HTML 62K
to Asset Retirement Obligations (Detail)
90: R75 Depreciation and Amortization - Depreciation and HTML 63K
Amortization Expense Excluded from Operating
Expenses in its Condensed Consolidated Statements
of Income and Comprehensive Income (Detail)
91: R76 Income Taxes - Income Tax Expense (Benefit) HTML 87K
(Detail)
92: R77 Income Taxes - Additional Information (Detail) HTML 104K
93: R78 Income Taxes - U.S. and Foreign Components of HTML 63K
Earnings Before Income Taxes (Detail)
94: R79 Income Taxes - Schedule of Effective Income Tax HTML 81K
Rate Reconciliation (Detail)
95: R80 Income Taxes - Schedule of Effective Income Tax HTML 75K
Rate Reconciliation (Parenthetical) (Detail)
96: R81 Income Taxes - Components of Deferred Taxes HTML 87K
(Detail)
97: R82 Income Taxes - Reconciliation Unrecognized Tax HTML 61K
Benefits (Detail)
98: R83 Related Party Transactions - Additional HTML 78K
Information (Detail)
99: R84 Stockholders' Equity - Additional Information HTML 108K
(Detail)
100: R85 Stock-Based Compensation - Additional Information HTML 127K
(Detail)
101: R86 Stock-Based Compensation - Weighted Average Fair HTML 62K
Value of Options Granted (Detail)
102: R87 Stock-Based Compensation - Stock Option HTML 82K
Transactions Under Various Stock-Based Employee
Compensation Plans (Detail)
103: R88 Stock-Based Compensation - Summary of ESPP Share HTML 68K
Activity (Detail)
104: R89 Benefit Plans - Additional Information (Detail) HTML 88K
105: R90 Commitment and Contingencies - Summary of Minimum HTML 63K
Payments Related to Agreements (Detail)
106: R91 Distribution Restrictions - Additional Information HTML 70K
(Detail)
107: R92 Fair Value of Financial Instruments - Additional HTML 60K
Information (Detail)
108: R93 Information about Geographic Areas - Additional HTML 64K
Information (Detail)
109: R94 Dividends/Distributions - Additional Information HTML 66K
(Detail)
110: R95 Quarterly Financial Data (Unaudited) - Summary of HTML 97K
Quarterly Financial Data (Detail)
111: R96 Divestiture of Assets - Additional Information HTML 62K
(Detail)
112: R97 Subsequent Events - Additional Information HTML 76K
(Detail)
113: R98 Schedule II - Valuation and Qualifying Accounts HTML 71K
(Detail)
114: R99 Schedule III - Schedule of Real Estate and HTML 83K
Accumulated Depreciation (Detail)
115: R100 Schedule III - Schedule of Real Estate and HTML 59K
Accumulated Depreciation (Parenthetical) (Detail)
116: R101 Schedule III - Summary of Company's Real Estate HTML 88K
Assets (Detail)
117: R102 Schedule III - Summary of Company's Real Estate HTML 63K
Assets (Parenthetical) (Detail)
118: R103 Condensed Consolidating Balance Sheet (Detail) HTML 147K
119: R104 Condensed Consolidating Statements of Income and HTML 188K
Comprehensive Income (Detail)
120: R105 Condensed Consolidating Statement of Cash Flows HTML 180K
(Detail)
122: XML IDEA XML File -- Filing Summary XML 245K
15: XML XBRL Instance -- d191686ds4_htm XML 6.49M
121: EXCEL IDEA Workbook of Financial Reports XLSX 185K
11: EX-101.CAL XBRL Calculations -- lamr-20210331_cal XML 239K
12: EX-101.DEF XBRL Definitions -- lamr-20210331_def XML 1.44M
13: EX-101.LAB XBRL Labels -- lamr-20210331_lab XML 1.96M
14: EX-101.PRE XBRL Presentations -- lamr-20210331_pre XML 1.71M
10: EX-101.SCH XBRL Schema -- lamr-20210331 XSD 313K
123: JSON XBRL Instance as JSON Data -- MetaLinks 590± 875K
124: ZIP XBRL Zipped Folder -- 0001193125-21-216489-xbrl Zip 699K
| EX-99.(d) |
Exhibit 99(d)
Letter to Beneficial Holders Regarding the Offer to Exchange
LAMAR MEDIA CORP.
Tender of
Any and All Outstanding 3 5/8% Senior Notes due 2031
In Exchange For
3 5/8% Senior Notes due 2031
Registered Under the Securities Act of 1933
Pursuant to the prospectus dated , 2021, and any
amendments or supplements thereto
To Our Clients:
Enclosed for your consideration is a prospectus, dated , 2021, and any amendments or supplements thereto (the “Prospectus”), and a Letter of Transmittal (the “Letter of Transmittal”), relating to the offer (the “Exchange Offer”) of Lamar Media Corp. (the “Company”) to exchange, upon the terms and subject to the conditions described in the Prospectus, up to $550,000,000 aggregate principal amount of the Company’s 3 5/8% Senior Notes due 2031, which have been registered under the the Securities Act of 1933, as amended (the “Securities Act”) (the “Exchange Notes”), for up to $550,000,000 aggregate principal amount of the Company’s outstanding 3 5/8% Senior Notes due 2031, which have not been so registered (the “Original Notes”, and together with the Exchange Notes, the “Notes”).
This material is being forwarded to you as the beneficial owner of the Original Notes held by us in your account but not registered in your name. A tender of such Original Notes may only be made by us as the holder of record and pursuant to your instructions.
Accordingly, we request instructions as to whether you wish us to tender on your behalf the Original Notes held by us for your account, pursuant to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.
Your instructions should be forwarded to us as promptly as possible in order to permit us to tender the Original Notes on your behalf in accordance with the provisions of the Exchange Offer. The Exchange offer will expire at 5:00 p.m., New York City time, on , 2021, unless extended by the Company (the “Expiration Date”). Any Original Notes tendered pursuant to the Exchange Offer may be withdrawn at any time before the Expiration Date.
The Exchange Offer is not conditioned upon any minimum number of Original Notes being tendered.
Your attention is directed to the following:
1. The Exchange Offer is for any and all Original Notes.
2. The Exchange Offer is subject to certain conditions set forth in the Prospectus in the section captioned “The Exchange Offer — Conditions to the Exchange Offer.”
3. The Exchange Offer expires at 5:00 p.m., New York City time, on the Expiration Date.
IF YOU WISH TO TENDER YOUR ORIGINAL NOTES, PLEASE SO INSTRUCT US BY COMPLETING, SIGNING AND RETURNING TO US THE INSTRUCTION FORM ON THE BACK OF THIS LETTER. The Letter of Transmittal is furnished to you for information only and may not be used directly by you to tender Original Notes.
If we do not receive written instructions in accordance with the procedures presented in the Prospectus and the Letter of Transmittal, we will not tender any of the Original Notes in your account. Unless a specific contrary instruction is given in the space provided, your signature(s) hereon shall constitute an instruction to us to tender all the Original Notes held by us for your account.
Please carefully review the enclosed material as you consider the Exchange Offer.
INSTRUCTIONS WITH RESPECT TO
THE EXCHANGE OFFER
The undersigned acknowledge(s) receipt of this letter and the enclosed material referred to therein relating to the Company’s Exchange Offer.
This will instruct you, the registered holder, with respect to tendering in the Exchange Offer, the Original Notes held by you for the account of the undersigned, upon and subject to the terms and conditions set forth in the Prospectus and the Letter of Transmittal.
Please tender the Original Notes held by you for my account as indicated below:
The aggregate principal, or face, amount at maturity of Original Notes held by you for the account of the undersigned is (fill in amount)
$ of 3 5/8% Senior Notes due 2031.
With respect to the Exchange Offer, the undersigned hereby instruct(s) you (check appropriate box):
| ☐ | To TENDER the following Original Notes held by you for the account of the undersigned (insert principal, or face, amount at maturity of Original Notes to be tendered (if any)) (must be any integral multiple of $1,000, subject to $2,000 minimum): |
$ of 3 5/8% Senior Notes due 2031.
By instructing you to tender the amount of Original Notes given above, you are authorized to make, on behalf of the undersigned, the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as beneficial owner(s) of the Original Notes.
| ☐ | NOT to TENDER any Original Notes held by you for the account of the undersigned. |
SIGN HERE
Name of beneficial owner(s) (please print):
Signature(s):
Address:
Telephone Number:
Taxpayer Identification or Social Security Number:
Date: