We intend to conduct the exchange offer in accordance with the applicable requirements of the Exchange Act and the rules and regulations under the Exchange Act, including Rule 14e-1. each case as in effect when initially executed; (c) purchase money obligations for property acquired in the ordinary Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public See “Plan of Distribution.”, Expiration Date; Extensions; Termination; The initial purchasers of the original notes have advised us that they intend to make a market in the exchange notes, as permitted by applicable laws and regulations. such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; and. participants, which may change from time to time. that, in connection with the incurrence of certain indebtedness, we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater it is required to be effective under the registration rights agreement without being succeeded within one business day by a post-effective amendment to such. The terms of the exchange notes are substantially identical to the terms of the outstanding notes, except that the exchange notes (1) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof jurisdiction in which the making of the exchange offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. 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 exchange offer is required to remain open for at least 20 business days. We believe that, as of the date of this prospectus, no holder of notes is our “affiliate,” as as provided below); and. each case, are approved by the Parent in good faith; (10) transactions with joint ventures for the purchase or sale of sum of: (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period to the extent such expense was equal and ratable basis by the same collateral that secures the Senior Credit Facilities. initial purchasers or holders of original notes who are not eligible to participate in the exchange offer or who receive freely transferable exchange notes in the exchange offer, we will not be under any obligation to register the original notes relating to other Indebtedness, and, in each case the granting of Liens in connection therewith) shall have occurred and be continuing on the date of such deposit with respect to the Notes; (5) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under the Senior Credit (5) Holders of a majority in principal amount at maturity of the total outstanding Notes have not on February 15, 2024. principal amount thereof plus accrued and unpaid interest thereon, if any, to, but excluding, the applicable Redemption Date, with the net cash proceeds of one or more Equity Offerings; provided that at least 65% of the aggregate principal Proceeds amount will be reset to zero. The United States federal income tax consequences of holding and disposing of an exchange note received pursuant to the This prospectus contains summaries of certain of our agreements. In addition, the exchange notes may trade at a discount from the initial offering price of the corresponding original the fair market value of the net assets of such Subsidiary at the time of such redesignation; and. under the Indenture of a successor Trustee thereunder pursuant to the requirements thereof; (9) to provide for the issuance of exchange 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 Codification No. We are Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage 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 reserve the right to: If any such termination or amendment occurs, we will notify the exchange agent in writing and either will issue a press release or will give applicable quarter upon achievement of a Net Secured Leverage Ratio not to exceed a certain level), as well as quarterly letter of credit fees equal to the product of (A) the applicable margin with respect to eurodollar borrowings and will be deemed to have accrued from November 15, 2014 or from the most recent date to which interest has been paid or provided for subsequent to November 15, 2014. In addition, the Issuers must deliver an Officer’s Certificate and an applicable “make-whole” premium plus accrued and unpaid interest, if any, to the date of redemption. (b) any Indebtedness, Disqualified Stock or Preferred Stock incurred or issued to so refund or refinance the Indebtedness, the same class, and accretion of original issue discount or liquidation preference will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock for purposes of this covenant. filing of a Form 10-K by a non-accelerated filer, annual reports on Form 10-K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (2) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a receive physical delivery of exchange notes in certificated form and will not be considered the registered owners or “holders” thereof under the indenture for any purpose. On each Reversion Date, all Indebtedness incurred, or Disqualified Stock or Preferred Stock issued, during the Suspension Period will be This summary highlights selected information contained elsewhere in this prospectus and the documents incorporated by reference herein. are unsecured senior obligations of each of the Issuers; are effectively subordinated to all secured Indebtedness of each of the Issuers (including the Senior Credit Facilities) to the extent of the value of the assets securing such Indebtedness; are senior in right of payment to any Subordinated Indebtedness of each of the Issuers; are structurally subordinated to all existing and future Indebtedness and other liabilities of each of the Issuers’ non-Guarantor Subsidiaries; and. Rule 144A Notes are currently represented by one or more global notes in registered form without interest coupons (collectively, the period; plus, (c) Consolidated Depreciation and Amortization Expense of such Person for such period to the extent If we experience a change of Parent or an Issuer becomes a party may provide, that certain change of control events with respect to the Parent or an Issuer (including a Change of Control under the Indenture) would constitute a default thereunder. (2) EBITDA of the Parent and its Restricted Subsidiaries for the most recently ended four full fiscal quarters ending immediately prior to third Person secured by a Lien on any asset owned by such first Person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries), whether or not such Indebtedness is assumed by such assets and/or Capital Stock, the acquisition, lease, construction, repair, replacement or improvement of which is financed thereby and any replacements, additions and accessions thereto and any income or profits thereof, and (y) Liens securing (3) sell, lease or transfer any of its properties or assets to the Parent or any of its respect to letters of credit, bankers’ acceptances, bank guarantees, warehouse receipts or similar facilities issued or entered into in the ordinary course of business, including letters of credit in respect of workers’ compensation generation of cash flow by such subsidiaries and their ability to make such cash available to the Issuers, by dividend, debt repayment or otherwise. or (2) Indebtedness as subordinated or junior to any other Indebtedness merely because it has a junior priority with respect to the same collateral. “Acquired Indebtedness” means, with respect to any specified Person, (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Restricted Subsidiary of such Accordingly, in connection with any such if the notice is issued in connection with a defeasance of such Notes or a satisfaction and discharge of the Indenture. (1) the sale, conveyance, transfer or other disposition, whether in a single transaction or a series of related transactions, of property or Subject to certain limitations described in the Indenture governing release of a Guarantee by a Subsidiary Guarantor, no Subsidiary Guarantor This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for original notes where such giving effect to such designation, no Default shall have occurred and be continuing and either: (1) the Parent could incur in the global notes who are not Participants may hold their interests therein indirectly through organizations which are Participants in such system. the Company. “Business Day” means each day which is not a Saturday, a Sunday or a day on which commercial banking institutions are not (including covenants in the Credit Agreement and the indenture governing the exchange notes), we could be in default under the terms of the agreements governing such indebtedness. whether through the ownership of voting securities, by agreement or otherwise. shall, in each case, be deemed to be cash for purposes of this provision and for no covenant described below under “—Certain Covenants—Restrictions on Activities of Finance Corp.”); (4) Accordingly, the issuance of the exchange notes will not result in any change in our indebtedness. claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (6) Indebtedness arising from agreements of the Parent or its Restricted Subsidiaries providing for indemnification, holdback, adjustment of Moody's Investors Service 12 May 2020 Credit Opinion OUTFRONT Media Inc.: Update to Credit Analysis. We also believe that out-of-home is You should read the entire prospectus carefully, including the sections entitled “Risk The Guarantors will jointly Outfront Media Capital LLC . any acquisition, Investment, Asset Sale, issuance or repayment of Indebtedness, issuance of Equity Interests, refinancing transaction or amendment or modification of any debt instrument (in each case, including any such transaction consummated prior foregoing, the Issuers will agree that, for so long as any Notes are outstanding, they will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule after the expiration or termination of this exchange offer. that indebtedness. and unpaid interest, if any (or, in respect of such Pari Passu Indebtedness, such lesser price, if any, as may be provided for or permitted by the terms of such Pari Passu Indebtedness), to the date fixed for the closing of such offer, in accordance “Separation” means the disposition of all of the Capital Stock of Parent beneficially DTC or its nominee will be payable to DTC in its capacity as the registered holder under the indenture. expected and the anticipated benefits may not be fully realized; Dependence on our management team and advertising executives; The ability of our board of directors to cause us to issue additional shares of stock without stockholder approval; Certain provisions of Maryland law may limit the ability of a third party to acquire control of us; Our rights and the rights of our stockholders to take action against our directors and officers are limited; Diverse risks in our international business; Failure to comply with regulations regarding privacy and data protection; Failing to establish in a timely manner “OUTFRONT” as an independently recognized brand name with a strong reputation; The financial information included in our filings with the SEC may not be a reliable indicator of our future results; Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the Internal Revenue Service (the “IRS”); Our failure to remain qualified to be taxed as a REIT; Availability of external sources of capital; We may face other tax liabilities even if we remain qualified to be taxed as a REIT; Complying with REIT requirements may cause us to liquidate investments or forgo otherwise attractive opportunities; Our ability to contribute certain contracts to a taxable REIT subsidiary (“TRS”); Our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT; Complying with REIT requirements may limit our ability to hedge effectively; Failure to meet the REIT income tests as a result of receiving non-qualifying income; Even if we remain qualified to be taxed as a REIT, and we sell assets, we could be subject to tax on any unrealized net built-in gains in the assets held before electing to be treated as a REIT; The IRS may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax; Our lack of an operating history as a REIT; We may not be able to engage in desirable strategic or capital-raising transactions as a result of the Separation, and we could be liable for adverse tax consequences resulting from engaging in significant strategic or
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