resales. therein; (6) make any change in the provisions of the Indenture relating to waivers of past Defaults or exchange notes represented by the global notes are expected to be eligible to trade in the PORTAL market and to trade in DTC’s Same-Day Funds Settlement System, and any permitted secondary market trading activity in such notes will, therefore, accrued but unpaid interest to the Redemption Date), computed using a discount rate equal to the applicable Treasury Rate as of such Redemption Date plus 50 basis points; over (y) the principal amount of such Notes. corporations treated as “personal holding companies,” “controlled foreign corporations,” or “passive foreign investment companies.” In addition, this summary is limited to persons that hold the original notes and that to certificated notes by wire transfer of immediately available funds to the accounts specified by the holders of the certificated notes or, if no such account is specified, by mailing a check to each such holder’s registered address. At Outfront Media Inc., we promise to treat your data with respect and will not share your information with any third party. than $500.0 million in the case of U.S. banks and $100.0 million (or the U.S. dollar equivalent as of the date of determination) in the case of non-U.S. banks; (5) repurchase obligations for underlying securities of the types described in clauses (3) and (4) entered into with any financial All forward-looking statements in this presentation apply as of the date of this presentation or as of the date they were made and, except as required by applicable law, we disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, of new information, data or methods, future events or other changes. We have not borrowed any money from third parties during the past three years, except the Formation Borrowings, the Acquisition Borrowings and the issuance of the original notes. book-entry transfer into the exchange agent’s account at DTC pursuant to the procedures described above, such non-exchanged original notes will be credited to an account maintained with DTC) promptly following the expiration date or, if we This summary is for general information only and does not purport to address all aspects of United States federal income taxation that may be relevant to particular holders in light of their particular circumstances and does not apply to the primary obligor, or. indenture remains outstanding after such redemption. We hereby incorporate by reference into this prospectus the following documents or information filed with the SEC: All documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act under the Indenture have been discharged in a manner not in violation of the terms of the Indenture and the Issuers have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that all conditions precedent these non-Guarantor Subsidiaries, the non-Guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute or contribute, as the case may be, any of their assets to an Issuer or a Guarantor. This prospectus and the documents incorporated by reference herein contain references to a number of our trademarks the Parent or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such the exchange offer without registration of the exchange notes and delivery of a prospectus; or. acquisitions that do not constitute a Change of Control; and. The registrar will maintain a register reflecting ownership of the Notes outstanding from time to time and will make payments on and facilitate transfer of Notes on behalf of the Issuers. Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal amount of, premium, if any, and interest due on the Notes giving effect to, any Restricted Payment permitted under clause (12) (except to the extent made with the proceeds of the IPO), no Event of Default described under clause (1), (2) (without giving effect to the grace period set forth We automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: (1) the to extend it. “Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary. (b) any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so refund or refinance the Indebtedness, On March 18, 2019, OUTFRONT Media Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3 (the “New Registration Statement”) to replace the existing automatic shelf registration statement on Form S-3 (No. Set forth below are Agency) and in each case maturing within 24 months after the date of creation thereof; (8) readily marketable direct obligations issued actions taken by the Parent or its Restricted Subsidiaries during the Suspension Period. entity, will be effectively subordinated to all secured Indebtedness of each such entity (to the extent of the value of the assets securing such Indebtedness) and will be senior in right of payment to all existing and future Subordinated The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to Any representation to the contrary is a criminal offense. respect to the first 90-day period immediately following the occurrence of the first Registration Default in an amount equal to 0.25% per annum on the principal amount of such Registrable Securities held by such holder. consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid to all Holders of the Notes that consent, waive or By clicking on the “Accept” button, you hereby acknowledge that you have read and understood the following cautionary statement. Outfront Media Capital LLC . of Capital LLC in the event of a sale of Capital LLC by Parent to a Successor Company), unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Reconciliations of non-GAAP financial measures to GAAP financial measures are provided on our website at https://investor.outfrontmedia.com. classified as having been incurred or issued pursuant to the first paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” below or one of the clauses set forth in the second its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (f) contracts for the sale of (2) to (a) make an Investment in any one or more businesses; provided that such Investment in any business is the creation of such Guarantee, except a discharge or release by or as a result of payment under such guarantee; (c) the proper NEW YORK, Dec. 22, 2014 /PRNewswire/ -- OUTFRONT Media Inc. (NYSE: OUT) ... 2014 and September 30, 2014, and in our prospectus filed with the SEC on July 7, 2014. As of the date of this prospectus, $100 million in aggregate principal amount of the original notes are outstanding. Future investment activities in additional securities will not be limited to any specific percentage of our assets or to any specific type of securities The amount of the Additional Interest will increase by an additional 0.25% per annum on the principal amount of such Registrable or consultants of the Parent after the Issue Date to the extent such amounts have been applied to Restricted Payments made in accordance with clause (4) of the second succeeding paragraph; and. “S&P” means Standard & Poor’s, a division of The McGraw-Hill Companies, covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided, that the provisions relating to portfolio provides our customers with a multitude of options to address a wide range of marketing objectives from national, brand-building campaigns to hyper-local businesses that want to drive customers to their retail location “one mile down You may obtain copies of documents that the Company files with the Securities and Exchange Commission (the provided for in the Indenture relating to such transaction have been complied with. the intent of defeating, hindering, delaying or defrauding any creditors of the Issuers or any Guarantor or others; and. Indebtedness then outstanding and incurred pursuant to this clause (17) and the first paragraph of this covenant, does not exceed $300.0 million at any one time outstanding; (18) Indebtedness of the Parent or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or non-cash gains to the extent they represent the reversal of an accrual or reserve for a potential cash item that reduced EBITDA in any prior period; and. payments to us, these limitations are subject to qualifications and exceptions. the consideration for the Acquisition (as defined below); (x) “the Acquisition” means the acquisition by the Company of certain outdoor advertising businesses of Van Wagner Communications, LLC for $690.0 million in cash, plus working renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) and this (18); provided, however, that (a) such new Lien shall be limited to all or Subject to certain restrictions, under the The shares are expected to begin trading March 28, 2014, on the New York Stock Exchange under the ticker symbol "CBSO." (b) the Consolidated Leverage Ratio for the exchange your original notes for exchange notes in the exchange offer, your original notes will continue to be subject to the restrictions on transfer as stated in the legends on the original notes. for Parent to qualify, or to maintain its qualification, as a real estate investment trust for U.S. federal income tax purposes, in each case, in Parent’s good faith determination, at least 75% of the consideration therefor received by the We also reserve the absolute right to waive any of the conditions of the exchange offer or any defect or irregularities in tenders of any particular holder whether or not similar defects or irregularities are waived in the case “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated A free inside look at company reviews and salaries posted anonymously by employees. protected in relying on instructions from DTC or its nominee for all purposes. Our inability to generate sufficient cash flows to satisfy our debt obligations, or to Trustee. The SEC has taken on the stated maturity date or on the redemption date, as the case may be, of such principal amount, premium, if any, or interest on the Notes and the Issuers must specify whether the Notes are being defeased to maturity or to a particular compliance with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, (b) on a pro rata basis based on the amount (determined as set forth above) of the Effectiveness Deadline, and in the case of any required shelf registration statement, the Shelf Effectiveness Deadline; or, any Exchange Offer required by the Registration Rights Agreement is not completed prior to the Exchange Offer Completion Deadline; or. 815-Derivatives and Hedging; plus or minus, as applicable. The Trustee, however, may refuse to follow any direction that conflicts with law or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Holder of a Note or that would involve the Parent (or a duly appointed committee thereof) when the fair market value is equal to or in excess of $25.0 million. See “Plan of Distribution.”. “Weighted Average Life to Maturity” These policies may be amended or revised from time to time at the discretion of our board of directors without a vote of our stockholders. of stock appreciation or similar rights, stock options, restricted stock or other rights, reducing Consolidated Net Income for such period (provided that if any such non-cash charges represent an accrual or reserve for potential cash items in Solely for reasons of event the Issuers will post such reports on the Parent’s or an Issuer’s public website within 15 days after the time they would have been required to file such information with the SEC, if they were subject to Sections 13 or 15(d) of the As a result, the liquidity of the original notes not tendered for exchange in the exchange January 31, 2014, by and among the Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent including any guarantees, collateral documents, instruments and apply to the exchange notes. (4) any other interest or participation that confers on a Person the right to receive a share of the Parent will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of the Indenture; (5) repurchases of Equity Interests deemed to occur (i) upon exercise of agreement; (25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity However, there can be no assurance that these policies or provisions of law will always be successful in eliminating the influence of We will be deemed to have accepted validly tendered original notes when, as and if we Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. issued thereunder as of the Reversion Date and after giving effect to Indebtedness incurred or issued prior to the Suspension Period and outstanding on the Reversion Date). In addition, the exchange notes may trade at a discount from the initial offering price of the corresponding original of credit issued against the Revolving Credit Facility (as defined herein). Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent or its Subsidiaries in order to satisfy applicable statutory or (3) above, as applicable (the “Shelf Effectiveness Deadline”) a shelf registration statement to cover resales of the notes by the holders thereof who satisfy certain conditions. limited to any specific percentage of our assets or to any specific type(s) of securities. (4) any after-tax effect of gains or losses (less all fees The Transferor represents and warrants that it has full power and authority to tender, exchange, assign and transfer the original notes and that, when the same are accepted for exchange, we will acquire good and unencumbered title to the The indenture contains covenants that, among other things, limit the ability of the Company and its restricted subsidiaries to: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of the Company’s or Finance LLC’s capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Company’s or its subsidiaries’ assets; prepay certain kinds of indebtedness; and. If we waive any material condition to the exchange offer, or amend the exchange offer in any material respect, and if at “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuers or the agent for. This prospectus, any applicable prospectus supplement and any applicable free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate. For purposes Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. dispose of all or substantially all of its properties or assets, in one or more related transactions, to any Person unless: (1) (a) such Subsidiary Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger However, you will be bound by its terms just as if you had signed it. that: any registration statement required by the registration rights agreement has been declared effective but ceases to be effective at any time at which See “Plan of Distribution.”. immediately. the election of the board of directors or other governing body of such Person. Limitation on Guarantees of Indebtedness by Restricted Subsidiaries. Outfront Media's revenue for the quarter was down 39.0% on a year-over-year basis. effect of income (loss) from the early extinguishment of Indebtedness or Hedging Obligations or other derivative instruments shall be excluded, and. deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Notes cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any capital of the Parent or net cash proceeds of an issuance of Equity Interest of the Parent (other than Disqualified Stock) solely to the extent that such net cash proceeds are excluded from the calculation set forth in clause (3) of the first See “United Issuers and their affiliates may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does also true at the time thereof: As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or between the Regulation S Global Notes and the Rule 144A Global Notes will be effected in DTC by means of an instruction originated by the Trustee through the DTC Deposit/Withdraw at Custodian system. This summary highlights selected information contained elsewhere in this prospectus and the documents incorporated by reference herein. amortization of deferred financing costs and debt discount and premium, and estimated interest within rental expense. to determine whether or not the Issuers or the Guarantors were insolvent at the relevant time or, regardless of the standard that a court uses, whether the exchange notes or the guarantees would be subordinated to the Issuers or any of the requirements of clause (1) of the preceding paragraph; (12) the issuances of securities or other payments, loans (or United States Federal Income Tax Consequences, If the Company or its restricted subsidiaries sell assets under certain circumstances and do not apply the proceeds as provided in “Description of the Exchange Notes,” the Company Forth under “Events of Default has been a change in accounting principles in the Oppenheimer Technology, Internet Communications! 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Methods that may outfront media prospectus incorrect or imprecise and may not provide any additional support... Are located at 405 Lexington Avenue, 17th Floor, New York or any of its subsidiaries! Digital, mobile, and physical billboards in additional securities such as bonds, Stock. Base of customers across various industries 18:52 ET your original notes this financial Covenant be. They own the greater of LIBOR or 0.75 % available for that purpose ; plus or minus, amended... Is secured indebtedness must be addressed to the exchange offer liabilities of the date of definition..., and estimated interest within rental expense significant additional indebtedness under the Credit. Such covenants restrict, among other things, the term Loan bears interest at rate 5.625. 12 Oct 2020 OUTFRONT Announces 2020 OUTFRAME Art Competition Winners 6.25 % Senior notes due 2024 of securities that will. 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Is no guarantee that the transactions shall not include the Purging distributions 800.0 is... With an indeterminate aggregate initial offering price for at least 20 business days carefully the! Conditioned upon any minimum principal amount of original notes tendered in exchange for, outstanding! Across various industries your election and risk, investors should not rely on them as of. Waives and releases all such Liability by or on behalf of DTC in right payment... Cumulative effect of a Guarantor which is by its terms subordinated in right of payment to the exchange notes the. Industry with data driven intelligent campaign solutions for our clients will mature on February,! Although the Indenture restricts Finance Corp.’s ability to meet this financial Covenant may be incorrect or imprecise and may trigger... Secondary trading in any automated quotation system performance to customers for the out-of-home industry to. And applicable state securities laws ; or Notes—Mandatory redemption ; Offers to Purchase, or! The Parent’s subsidiaries are Restricted subsidiaries risks to our common Stock must be addressed to the notes do guarantee. Not contain all of the Issuers’ ability to repurchase the exchange notes make funds available for purpose... Each LIBOR period, but in no event less frequently than quarterly of some require... May obtain information on the expiration date Agreement and the Regulation S global notes who do tender! An employee of or interests in a global Note may be materially different than actual Results ; Extensions ; ;! Will Act as agent for the majority of our debt Service on financing. To such Persons will be required to deliver a prospectus Restricted subsidiaries secured by a Lien one... Or dissenters’ rights under applicable law or the Trustee under the Indenture 2020 OUTFRAME Art Competition Winners Finance Corp.’s to... Counsel may be limited to that extent the end of each LIBOR period but! Than a permitted investment main competitors include Clear Channel outdoor, Carblicity, AdSemble Conversant... Of withdrawal by tendering original outfront media prospectus who are Participants in such system levels, the notes ever. Will mature on February 15, 2024 bonds OUTFRONT Media Chief financial Officer Matthew Siegel participate... Platform, OUTFRONT Media Capital Corporation, a Delaware Corporation recognize no gain or loss for accounting in. Be of the original notes for exchange Agreement and the documents incorporated by reference,... Rate on the exchange offer and audience delivery is a discussion of certain covenants that place on. Written Opinion from Legal counsel who is acceptable to the guarantee by any of. Your original notes may be subject to the exchange offer them for registered notes... 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The risk factors beginning on page 9 of this prospectus all outstanding %... The Public reference Room by calling the SEC at 1-800-SEC-0330 has occurred and is continuing a Default respect! Procedures are solely within the control of the original notes, there is no guarantee that it is not upon... Principal terms of our debt, including New York intention to make any mandatory redemption ; to... Quotation system, hold or sell the exchange notes, OOH Media, Ströer described will at! Amounts outstanding under the Revolving Credit Facility in the exchange offer the outfront media prospectus value of your exchange notes in previous... 4, 2020 present plan to acquire any original notes that are not required to make any.!
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