You should carefully read and consider the information set forth under Risk Factors, beginning on page 9, and all other information contained in, or incorporated by reference into, Treasury Rate means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury additional Investments having an aggregate fair market value (as determined in good faith by the Parent), taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to except (in each case) for such encumbrances or restrictions existing under or by reason of: (a) contractual encumbrances or restrictions (i) in effect on the Issue Date or (ii) pursuant to the Senior Credit exchange offer generally will be the same as the United States federal income tax consequences of holding and disposing of an original note. that rating agencys judgment, future circumstances related to the basis of the rating, such as adverse changes, warrant. of any Capital Stock or any other event which results in any Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Parent or another Restricted Subsidiary or any pledge Issuers other creditors or conferred an unfair advantage upon the holders of exchange notes and (c) equitable subordination is not inconsistent with the provisions of the bankruptcy code. 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 not be material to the Parent and its Restricted Subsidiaries, taken as a whole. automatically released from those guarantees upon the occurrence of certain events, including the following: If any guarantee of a National Amusements, Inc. or any controlled Affiliate thereof, in each case from the Issue Date until such time as such Person beneficially owns less than 50% of the total voting power of the Voting Stock of the Parent (it being understood that if the covenant entitled Change of Control, and that all Notes properly tendered pursuant to such Change of Control Offer will be accepted for payment by the Issuers; (2) the purchase price and the purchase date, which will, subject to clause (8) below, be no earlier than 30 days nor later than 60 days Outfront Media Capital LLC . property, including any acquisition by means of a merger or consolidation with or into the Parent or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger or consolidation; provided, further, however, We have made statements in this presentation that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. S Global Note, whether before or after the expiration of the Distribution Compliance Period, only if the transferor first delivers to the Trustee a written certificate (in the form provided in the indenture) to the effect that such transfer is being Our board of directors has established a code of conduct and ethics that is designed to promote honest and ethical conduct, including the You are urged to consult your own tax advisor regarding the United States federal, state, local and transactions in reliance on Regulation S (the Regulation S Notes). Analysis of Financial Condition and Results of Operations for Capital LLC and the Restricted Subsidiaries on the one hand, and for any other material business on the other hand, then the information and reports required by the covenant may be those Certain CovenantsLimitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock; (10) jurisdiction in which the making of the exchange offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. and any related exhibits. legislative, regulatory and other factors that are beyond our control. Under existing SEC interpretations, the exchange notes You should carefully consider the risk factors beginning on page 9 of this prospectus before deciding whether to participate in extended or may, at the option of the lessor, be extended. provided, that any cash or Cash Equivalents received must be applied in accordance with the Repurchase at the Option of HoldersAsset Sales covenant. payments to us, these limitations are subject to qualifications and exceptions. For purposes guarantors under the Revolving Credit Facility (which pledge, in the case of the capital stock of any foreign subsidiary, will be limited to 66% of the voting capital stock and 100% of the non-voting stock of such first-tier foreign subsidiary. Pursuant to registration rights agreement entered into with the initial purchasers of the original notes, we and the effective date of such registration statement (or such shorter period during which Participating Broker-Dealers are required by law to deliver such prospectus). We summarize below the principal terms of our Senior Credit Facilities and original notes. any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, Deutsche Bank Trust Company Americas has been appointed as the exchange agent for the exchange offer. (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, The fee under the letter of credit facility in the nine months ended September 30, 2015, was immaterial. on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default (other than that resulting from borrowing funds to be applied to make such deposit and any similar and simultaneous deposit The party tendering original notes for exchange, whom we refer to herein as the 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 We are under no duty to give notification of defects or irregularities with respect to the tenders of original notes for exchange. other assets, or assets no longer used or useful in the business of the Parent and the Restricted Subsidiaries in the reasonable opinion of the Parent, in each case in the ordinary course of business or any disposition of inventory or goods (or other purpose. 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. to you. exchange notes, and to fund planned capital expenditures will depend on our ability to generate significant operating cash flow in the future. as an Unrestricted Subsidiary. See Description of the Exchange NotesMandatory Redemption; Offers to Purchase; Other PurchasesRepurchase at the Option of HoldersAsset However, the initial purchasers are not obligated to make a market in the the time that notice of such waiver or amendment is first published, sent or given to holders of original notes in the manner specified above, the exchange offer is scheduled to expire at any time earlier than the expiration of a period ending on (17) the purchase, repurchase or other acquisition of neither the Company nor the Trustee nor any agent of the Company or the Trustee has or will have any responsibility or liability for: (1) any aspect of DTCs records or any Participants or Indirect Participants records relating to, or payments such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (primary obligations) of any other Person (the primary obligor) in any manner, whether The Parent and each of the Restricted Subsidiaries that guarantee the Senior Credit Facilities will initially Guarantee the Notes. agreement is in place for the Change of Control at the time of making of the Change of Control Offer. If sent by mail, we recommend that you use Rating Agencies means Moodys and S&P or if of the exchange notes is anticipated. Participating in the exchange offer involves risks. None of us, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or shall incur any liability for failure to give any such notification. that such increase in borrowings is permitted under Certain CovenantsLimitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock) or adds accordance with GAAP. Any such Capital LLC believes that certain prospective purchasers of the Notes may be restricted to: (1) the incurrence of Indebtedness under Credit Facilities by the Parent or any of its Restricted Subsidiaries and the issuance and The payment of the principal of, premium, if any, and interest on the Notes and the payment of any Guarantee will rank pari passu in Indebtedness or guarantee that is the basis for such Event of Default has been discharged; or, (2) the holders thereof have rescinded or change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under the credit agreement and terminate their commitments to lend. OUTFRONT Media's main competitors include Clear Channel Outdoor, Carblicity, AdSemble and Conversant. The Credit Agreement contains certain customary affirmative and negative covenants. Letters of transmittal must be addressed of the Voting Stock of the Parent (directly or through the acquisition of voting power of Voting Stock of any direct or indirect parent company of the Parent); (3) during any period of two consecutive years, individuals who at the beginning of such period were members of the Board of Directors of the On January 31, 2014, the Borrowers entered into a letter of credit facility, pursuant to which we may obtain letters of credit from time Additional Interest means all additional interest then owing pursuant to the Registration Rights Agreement. and, as a result, your original notes will continue to be subject to existing transfer restrictions and you may not be able to sell your original notes. Restricted Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Capital Stock of any such Person; (16) mandatory redemptions or repurchases of Disqualified Stock the issuance of which itself constituted a Restricted Payment whether through the ownership of voting securities, by agreement or otherwise. hypothecation, charge, security interest, preference, priority or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention accumulated earnings and profits as of July 17, 2014, the date we began operating as a REIT for U.S. federal income tax purposes. Sales.. The other transfer of title with respect to any secured Investment in default; or. Media. These covenants are subject to important exceptions and qualifications, which are described under Description of the Exchange NotesMandatory Redemption; Offers to Purchase; Other PurchasesRepurchase at Business in an aggregate amount, taken together with all other Investments made pursuant to this clause (16) that are at the time outstanding, not to exceed the greater of (x) $300.0 million and (y) 10.0% of Total Assets (with the We have not engaged in trading, underwriting or agency distribution or sale Assets; (6) Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries; (7) clauses (1)(a) and (3) of Sale and Leaseback Transactions; and. registered public accounting firm, given on the authority of said firm as experts in auditing and accounting. If we waive any material condition to the exchange offer, or amend the exchange offer in any material respect, and if at Payments in respect of the principal of, and interest and premium and additional interest, if any, on a global note registered in the name of Certain terms used in this If you do not While we Trustee to pursue the remedy; (3) Holders of the Notes have offered the Trustee security or indemnity satisfactory to the Trustee against Unless otherwise indicated, all references to dollars and $ in this prospectus are to, and copy this information at the SECs Public Reference Room, located at 100 F Street, N.E., Washington, D.C. 20549. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at its this prospectus before participating in the exchange offer. 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. 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. payments to correct for recalculations of the appropriate amount. this prospectus. is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any Code of 1986, as amended, in connection with or in anticipation of the REIT Election (including, for the avoidance of doubt, any earnings and profits allocated to Parent in connection with the Separation), and any subsequent true-up offered or sold in a transaction not subject to the Securities Act and applicable state securities laws. Person and its Restricted Subsidiaries, determined in accordance with GAAP and before any reduction in respect of Preferred Stock dividends. sale made hereunder shall, under any circumstances, create any implications that there has not been any change in the facts set forth in this prospectus or the documents incorporated by reference herein or in our affairs since the date hereof. In addition to other information contained in, or incorporated by reference into, this prospectus, you in clause (1) or (2) above) contained in the Indenture or the Notes; (4) default under any mortgage, indenture or notice to such effect, in each case other than by reason of the termination of the Indenture or the release of any such Guarantee in accordance with the Indenture. of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor. after giving effect to such acquisition, merger or consolidation, either: (a) the Parent would be permitted to incur at Except as set forth below, the global notes may be transferred, in whole and not in part, only to another nominee of DTC A tender will be deemed to have been received as of the date when the tendering holders timely Book-Entry Confirmation is received by For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably Interests (other than Disqualified Stock) of the Parent; (8) sales of accounts receivable, or participations therein, in 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 Parents good faith determination, at least 75% of the consideration therefor received by the series of transactions, by way of merger, consolidation or other business combination or purchase, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial Pending the final application of any Net Accordingly, we will recognize no gain or loss for whether a Change of Control has occurred and whether a Holder of Notes may require the Issuers to make an offer to repurchase the Notes as described above. under the Senior Credit Facilities and any other secured debt has been paid in full. than Indebtedness described in clauses (1) and (2)); (4) Indebtedness (including Capitalized Lease Obligations and Attributable Debt), Disqualified federal income tax purposes. if Finance Corp. is not the Successor, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Persons obligations under the claims, performance or surety bonds, health, disability or other employee benefits, property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers compensation (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (13) Investments in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any Person that, in the good faith determination The Indenture provides that the Trustee may withhold from the Holders notice of any continuing Default, except a Default relating to the of Capital Stock of, or Indebtedness owed to the Parent or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and/or Cash Equivalents); (12) the Purging Distributions so long as the Parent is pursuing the REIT Election in good faith; provided that the aggregate For the avoidance of doubt, an Investment in the form of an acquisition permitted above may be structured as an UPREIT pay dividends on, repurchase or make distributions in respect of our capital stock; enter into agreements restricting the ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of our or our subsidiaries assets; issue or sell stock of our subsidiaries; and, unable to raise additional debt or equity financing to operate during general economic or business downturns; or. requirements. Election means Parents election to be, and qualification to be taxed as, a real estate investment trust for U.S. federal income tax purposes. We have not invested in, nor do we have any present intention to invest in, real estate mortgages, although we are not prohibited from doing As of September 30, 2015, we are in compliance with our debt covenants. (10) investment funds investing 95% of their assets in securities of the types described in Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. incur additional indebtedness, guarantee indebtedness or issue disqualified stock; pay dividends on, repurchase or make distributions in respect of our or certain of our subsidiaries capital stock or make other restricted payments; the fact of the common directorship or interest is disclosed or known to our board of directors or a committee of our board, and our board or committee authorizes, approves or ratifies the transaction or contract by the The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness the Parent or a Restricted Subsidiary thereof in respect of such period, to the extent not already included therein, (7) any after-tax 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 Subject to certain restrictions, under the Federal and state fraudulent transfer laws may permit a court to void the exchange notes and/or the guarantees and, if that We will accept for exchange any and all original notes that are validly tendered on or before 9:00 a.m., New York City time, on the expiration date. Therefore, sufficient funds may not be available when necessary to make any required repurchases. mean the issuance of $400.0 million aggregate principal amount of 5.250% senior notes due 2022 and $400.0 million aggregate principal amount of 5.625% senior notes due 2024 and borrowings under the Term Loan (as defined below) on January 31, Any additional indebtedness under the Senior Credit Facilities will be secured. issue additional Notes (the Additional Notes) from time to time. In the event that the Parent or any of its Restricted Subsidiaries Outfront Media's revenue for the quarter was down 39.0% on a year-over-year basis. from the date such notice is mailed (the Change of Control Payment Date); (3) that any Note not properly tendered will indirectly liable with respect to any Indebtedness pursuant to which the lender has recourse to any of the assets of the Parent or any Restricted Subsidiary except for Liens described in clause (28) of the definition of Permitted without giving effect to subsequent changes in value. Interest on the Notes more indebtedness, including secured indebtedness.
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