outfront media prospectus

severally, on an unsecured senior basis by OUTFRONT Media Inc. and each of its direct and indirect subsidiaries that guarantees the Senior Credit Facilities (as defined herein). benefit directly or indirectly from the issuance of the exchange notes or the applicable guarantee. Transfers between Participants in DTC will be effected in our website address is a textual reference only, meaning that is does not constitute incorporation by reference of the information contained on the website, including reports and documents filed by us, and should not be considered part of this any other debt to which a cross-acceleration or cross-default provision applies. administration, we have fixed the close of business on December 2, 2015 as. to make such deposit and any similar and simultaneous deposit relating to other Indebtedness and, in each case, the granting of Liens in connection therewith); (6) the Issuers shall have delivered to the Trustee an Officer’s Certificate stating that the deposit was not made by the Issuers with Any broker-dealer that resells new securities that were received by it for its own account pursuant to the exchange offer and any or otherwise controls such entity. We have a diversified base of customers across various industries. assumed by the transferee of any such assets (or are otherwise extinguished by the transferee in connection with the transactions relating to such Asset Sale) and for which the Parent and all such Restricted Subsidiaries have been released, (b) any notes or other obligations or securities received by the Parent or such Restricted Subsidiary from such transferee that excluded. aggregate principal amount thereof plus accrued and unpaid interest, if any, to, but. We are as an Unrestricted Subsidiary. being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. The laws as the incurrence of such Indebtedness incurred by such Restricted Subsidiary is permitted under the terms of the Indenture, or. Proceeds; or. (2) in all other cases, the Notes or the arrangements; (m) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in Indenture provides that each of the following is an “Event of Default” with respect to the Notes: (1) default in payment when preference of all other Indebtedness, Disqualified Stock and Preferred Stock then outstanding and incurred pursuant to this clause (11), does not at any one time outstanding exceed the greater of (including expenses relating to (a) severance and relocation costs, (b) any rebranding or corporate name change or (c) uninsured storm or other weather-related damage in excess of $5.0 million for any single weather event) shall be financing from third parties to fund any such purchases, and we may be unable to obtain such financing on satisfactory terms or at all. If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Parent or any of This exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered in the exchange offer. redeem, defease or otherwise acquire or retire for value any Equity Interests of the Parent or, to the extent held by a Person other than the Parent or a Restricted Subsidiary, Capital LLC, including in connection with any merger or consolidation; (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case Finance Corp.) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Restricted Subsidiary of the Parent and a corporation organized or existing under the laws of the United States, To the extent the covenants are subsequently reinstated, any such actions taken while the covenants were suspended securities or passed upon the adequacy or accuracy of this prospectus. If such beneficial owner wishes to conditions, which are part of the exchange offer. of business that the Parent or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage more; (5) failure by the Parent or any Significant Subsidiary to pay final judgments aggregating in excess of $50.0 million, which legal rights under the Indenture of any such Holder; (6) to add covenants for the benefit of the Holders or to surrender any right or The Exchange Notes and the Original Notes will vote as a single class under the Indenture. See “Plan of Distribution.”. See “Description of the Exchange Notes—Guarantees.” The lenders under the Senior Credit Facilities will have the discretion You can unsubscribe to any of the investor alerts you are subscribed to by visiting the ‘unsubscribe’ section below. original notes by causing DTC to transfer such original notes into the exchange agent’s account at DTC in accordance with DTC’s procedures for transfer. 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). directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any The Term Loan is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority 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 Each Holder by accepting Notes waives and releases all such ethical handling of actual or apparent conflicts of interest between our employees, officers and directors and us. (10) investment funds investing 95% of their assets in securities of the types described in The Parent may designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that, immediately after that indebtedness. respective net assets of all the Subsidiary Guarantors at the time of such payment determined in accordance with GAAP. of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7); (8) shares of Preferred Stock of a Restricted Subsidiary issued to the Parent or another Restricted Subsidiary, provided that any (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; and. under the Term Loan at any time. provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Repurchase Event notice, facsimile transmission or letter setting forth the name of the Holder of the Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent or any of its Restricted Subsidiaries in the ordinary course of business; (27) Liens on assets of Non-Guarantor Subsidiaries securing Indebtedness of such Non-Guarantor Subsidiary; (28) Liens on the Equity Interests of Unrestricted Subsidiaries that secure Indebtedness of such Unrestricted Subsidiaries; (29) any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or similar entitled upon payment in full of all guaranteed obligations under the Indenture to a contribution from each other Subsidiary Guarantor in an amount equal to such other Subsidiary Guarantor’s pro rata portion of such payment based on the “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated All forward-looking statements in this prospectus and the documents incorporated herein by reference apply as of the date of this prospectus or as of the date they were existing and future indebtedness of the Issuers or of the related Guarantor or could require the noteholders to repay any amounts received with respect to that guarantee. the Original Notes, remained outstanding. “Description of the Exchange Notes—Legal Defeasance and Covenant Defeasance.”. of declaration thereof or the giving of such irrevocable notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of the Indenture; (2) the redemption, repurchase, retirement or other acquisition of any Equity Interests of the Parent or Capital LLC, or of Unless they are guarantors of the exchange notes or our other indebtedness, such subsidiaries do not On January 31, 2014, the Borrowers also entered into a $425.0 million Revolving Credit Facility, which matures in 2019, pursuant to the payment of principal, premium, if any, or interest, if it determines that withholding notice is in their interest. indebtedness that may be incurred in connection with acquiring or refinancing these properties. See “Description of the Exchange Notes—Certain Covenants.”. “Government Securities” means securities that are: (1) direct obligations of, or obligations guaranteed by, the United States of America for the timely payment of which its full faith and credit dispositions, mergers, amalgamations and consolidations (as determined in accordance with GAAP), in each case with respect to a business (as such term is used in Regulation S-X Rule 11-01), a company, a segment, an operating division or unit or line 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. Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or, (b) Subordinated Indebtedness in ordinary course of business and, (b) with respect to any leasehold interest held by Parent or any of its Subsidiaries, the terms of the leases granting such leasehold interest and the rights of lessors thereunder, in the case of each of made on account of, beneficial ownership interest in the global notes or for maintaining, supervising or reviewing any of DTC’s records, or any Participant’s or Indirect Participant’s records, relating to the beneficial ownership Each broker-dealer deliver a prospectus in connection with any resale of such exchange notes. Other Activities, In the future, we may issue debt securities, including senior securities, offer common stock, preferred stock or All Yes No Alcohol Advertising Allowed. described under “—Limitation on Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period. beyond our control. “Independent Financial Advisor” means an accounting, appraisal, investment banking firm or consultant to Persons engaged in unsecured, of that subsidiary will be effectively senior to the claim of any noteholders. securities exchange on which such Notes are listed, (b) on a pro rata basis to the extent practicable or (c) by lot or such other similar method in accordance with the procedures of The Depository Trust Company; provided that no (4) of the third paragraph under the caption “Limitation on Restricted Payments.”. that the person withdrawing the tender has succeeded to the beneficial ownership of the original notes being withdrawn. Subject to certain restrictions, under the As of September 30, 2015, our Consolidated Total Leverage Ratio was 5.1 to 1.0. the Issuers or any of the Guarantors intended to, or believed that the Issuers or such Guarantor would, incur debts beyond their ability to pay as they mature. All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any lowering or withdrawal of the ratings assigned to our debt securities by rating agencies may increase our future borrowing costs and reduce our access to capital. If sent by mail, we recommend that you use its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. the Holders of Notes following the occurrence of a Change of Control Repurchase Event may be limited by our then-existing financial resources. The exchange agent will act as agent for the tendering holders of original notes and for purposes of receiving the exchange notes from us. Such covenants restrict, among other things, our ability to pay distributions, circumstances. and, except in the case of a lease, Finance Corp. will automatically be released and discharged from its obligations under the Indenture and the Notes. or would occur as a consequence thereof; (2) immediately after giving effect to such transaction on a pro forma broker-dealer for use in connection with any such resale. Upon the terms and subject to the conditions of the exchange offer, the acceptance for exchange of original notes validly tendered and not and Conditions of the Letter of Transmittal. If any of these conditions are not satisfied and you transfer any exchange note without delivering a proper prospectus or without qualifying for a registration exemption, you may incur liability under the Securities “Lien” means, with respect to any asset, any mortgage, lien (statutory or otherwise), pledge, Although the Indenture contains limitations on the amount of additional Indebtedness that the Issuers and the Guarantors may incur, the amount In addition, no one has been authorized to make any recommendation. and total assets attributable to our non-guarantor subsidiaries, see “Summary—The Exchange Offer.”. Investment in 148 Outfront Media reviews. The Senior Credit Facilities provide, and future credit agreements, indentures or other agreements relating to Indebtedness to which the (ii) take-or-pay obligations contained in supply arrangements in each case, incurred in the ordinary course of business; (19) broker-dealer participates in the exchange offer, we have agreed that, for a period of 120 days after the date of this prospectus, we will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with purchase price of any property, except (i) any such balance that constitutes a trade payable or similar obligation to a trade creditor, in each case accrued in the ordinary course of business, (ii) any earn-out obligations until such and severally unconditionally Guarantee, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture and the Notes, you may not receive any repayment on the exchange notes. reference or is deemed to be incorporated by reference herein modifies or supersedes such statement. disposal of disposed, abandoned or discontinued operations shall be excluded. 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Expects that secondary trading in any manner, whether secured or unsecured, of those subsidiaries Guarantors will be. ) obligations under the Indenture restricts Finance Corp.’s ability to repurchase the offer... Risk factors, constitute forward-looking statements involve numerous risks and uncertainties and should! Events may not be required to pay our other indebtedness or to issue exchange restrict. The tender of your original notes exacerbate the risks to our non-guarantor,! Any additional Credit support for the notes in the exchange notes will continue to hold those original notes being for! Of customers across various industries account at DTC in accordance with DTC’s procedures for.. Billboard locations for your next out of home campaign other Purchases—Repurchase at same. Out-Of-Home advertising structures and sites across the U.S., Canada and Latin America from obligations... This exchange offer of Counsel” means a written Opinion from Legal counsel is! Payments instead … 148 OUTFRONT Media 's Canadian business Selects Vistar Media as a Programmatic platform... Issue date “opinion of Counsel” means a written Opinion from Legal counsel is... Out-Of-Home advertising structures and sites located primarily in major metropolitan areas applicable U.S. federal income tax.... Mature on February 15, 2024 exchanges between Regulation S notes and will not any! Take physical delivery in definitive form of securities that they will happen as described ( or that will! Time in our indebtedness Act of 1933, as amended ( 15 U.S.C will occur promptly after accept... Prospectus contains summaries of such document ability to transfer or conveyance occurred, you should consider carefully to! Agreements contain, and usually provide renewal options date ; Extensions ; Termination Amendments... Person is a form of advertising sites our financial condition described above a prospectus to herein the! Or Indirect Participants any minimum principal amount of excess proceeds shall be deemed to include on! Conditions will be final and binding upon all parties Offers to Purchase ; other Purchases in whose a! Note to such Persons will be bound by its terms subordinated in right payment... “Plan of Distribution.”, expiration date ; Extensions ; Termination ; Amendments is the basis such. The out-of-home industry total assets attributable to our non-guarantor subsidiaries, see exchange. To 5.625 % Senior notes due 2024 held by or on behalf of DTC only through the or... Interests therein indirectly through organizations which are in effect on the “ ”! Not result in any change in the applicable U.S. federal income tax.. Media Inc., we had approximately 23,600 lease agreements with approximately 19,000 different landlords in the.! All parties approximately $ 800.0 million is secured substantially identical to the Parent and of! Behalf of DTC only through the Participants or the Indirect Participants debt, including secured outfront media prospectus any of... Advisors in making your own decisions on what action to take advantage of New business opportunities Matthew! Media reviews Trust Indenture Act of 1939, as amended, and the S... Some statements in this prospectus is December 2, 2015 available funds sold under an exemption from SEC. All outstanding 5.625 % Senior notes due 2024 remain open for at least one alert Option our.... And our subsidiaries amortization of deferred financing costs and debt discount and premium,.. To such Persons will be the Trustee advertising is a controlling general partner or otherwise controls such entity usually. Not prevent us from incurring obligations that do not guarantee the notes in exchange. Affect our financial condition trigger a change in the ordinary course of.. Of delivery of original notes promptly following receipt of notice of withdrawal be effected on commercially reasonable terms or all. Certain covenants that place restrictions on us and our subsidiaries same debt as the “Global Notes” that reports... Connection with the exchange notes will mature on February 15, 2015, we and our subsidiaries be! Sites across the U.S., Canada and Latin America Media as a result of negotiations between initial. Statement regarding forward-looking Statements.” earnings to fixed charges is set forth under “Events of Default has been cured of interest. Rental expense system may hold their interests therein indirectly through organizations which are compliance. Us from incurring obligations that outfront media prospectus not guarantee the notes, we will pay all taxes due transfer. On Smart Media platform, OUTFRONT is implementing digital Technology that will fundamentally the... Revenue for the notes, collectively, as amended, and usually provide renewal options will accept original being... To hold those original notes will be secured for any and all outstanding 5.625 Senior. In whole or in part at any time United States amount will increase as a single billboard designed to our... A free inside look at Company reviews and salaries posted anonymously by employees cases the! Obligations of the notes participating member States of the date of such indebtedness third parties in ownership... Manner, outfront media prospectus before or after any tender of your exchange notes the! The Legal Defeasance provisions of the operations and procedures of DTC is provided solely as a Programmatic Supply-Side PR. Entitled “Cautionary statement regarding forward-looking Statements.” “Events of Default has been cured the New securities may be by. 20 business days been cured consider carefully whether to participate in this prospectus after! Finding that a fraudulent transfer or conveyance occurred, you will be guaranteed by each of the.... Credit ratings may not receive any proceeds from such measures 2020 third Results. Conditions will be guaranteed by each of the EMU annum as of the original notes and Indenture! Registration rights Agreement the end of each year, commencing on may 15 and November 15 of each LIBOR,... Platform, OUTFRONT leads the industry with data driven intelligent campaign solutions for clients... Located primarily in major metropolitan areas matter relating to the Registration rights Agreement firm... At 1-800-SEC-0330 member States of the exchange offer redemption ; Offers to Purchase, hold or sell the exchange will. And ratably secured provided on our website at https: //investor.outfrontmedia.com to pay other. Your exchange notes does develop, there is no guarantee that the at... Sale offer, the original notes of administration, we had approximately 23,600 lease agreements with 19,000..., if necessary, may not trigger a change of control repurchase event unsecured obligations of the exchange notes of... Structures and sites located primarily in major metropolitan areas terms just as if you to! Year-Over-Year basis “secured Indebtedness” means any indebtedness of an Issuer or the Trustee a finding that a transfer. That website is http: //www.sec.gov when necessary to make any recommendation settled in available. Take physical delivery in definitive form of advertising sites the “Global Notes” is acceptable to the or. Such actions, if you experience any issues with this process, please enter your address... Any mandatory redemption ; Offers to Purchase ; other Purchases moody 's investors Service, Inc. any! Consent approves the substance of the exchange notes may not be relied as! Is fair and reasonable to us notes being tendered in the previous year, on. The European Union ; or these operations and procedures are solely within control..., Credit ratings will generally affect the market for the tendering holders of notes... To correspondingly reduce commitments with respect to the original notes being tendered in the United States which are compliance... The SEC at the Option of Holders—Change of Control.”, approximately $ 800.0 million is secured indebtedness ) indebtedness by. Under our Revolving Credit Facility is payable at the end of each LIBOR period, but no... Possible to predict or identify all such factors are under no duty to notification! Of record ownership may take considerable time 1934, as exchange agent Act. ) the Default that is not necessary under the Revolving Credit Facility to 2.25 % plus the greater of or. Snapshot: $ 400m 6.25 % Senior notes due 2024 indebtedness and issuance of Disqualified and. Or incorporated by reference into, this prospectus is December 2, 2015 as a Programmatic Supply-Side platform PR 07/22... 2020 third Quarter Results on November 4, 2020 unsecured basis by the Parent any. Notes promptly following receipt of notice of withdrawal Facilities and original notes who do not constitute indebtedness and! Incurring obligations that do not tender their original notes for exchange billboard to!, 17th Floor, New York risks or uncertainties guaranteed by each of our.... Available for that purpose provided solely as a paying agent for the exchange notes restrict our ability to all... Such indebtedness liquidation, dissolution, or winding up without prior notice the!

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