Lamar Advertising Company (Nasdaq: LAMR) has announced a newly formed special purpose acquisition company, called the ‘Lamar Partnering Corporation’ which is an indirect wholly-owned subsidiary of Lamar Advertising Company. Lamar Partnering Corporation has filed a Registration Statement on Form S-1 with the Securities and Exchange Commission in connection with a proposed initial public offering of its units.
Lamar Partnering Corporation plans to search for a partner at the intersection of the out-of-home advertising, technology and communications sectors. It is the intent of Lamar Partnering Corporation 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, would own approximately 20% of Lamar Partnering Corporation’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 Lamar Partnering Corporation’s Class B ordinary shares and one-fourth of one warrant to purchase one share of Lamar Partnering Corporation’s Class A ordinary shares) pursuant to a forward purchase agreement that would close substantially concurrent with the consummation of Lamar Partnering Corporation’s initial business combination. Lamar’s ownership interest in Lamar Partnering Corporation will consist primary of Class B ordinary shares following the consummation of Lamar Partnering Corporation’s initial business combination.
Lamar Partnering Corporation 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 Lamar Partnering Corporation’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.
Lamar Partnering Corporation 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 Lamar Partnering Corporation’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.
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