Subject to such regardless of the circumstances (including any action or inaction by us) giving rise to such. such exchange notes to its Participants. made in accordance with Rule 903 or 904 of Regulation S or Rule 144 (if available). required lenders, and the remedies sought by the holders of such indebtedness, could prevent us from paying principal, premium, if any, and interest on the exchange notes. As a result, the … on the relevant interest payment date. with the audience, in terms of size and demographic composition, that is exposed to individual displays. cancellation of loans) awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, benefit plans, equity plans, stock option and stock ownership plans or similar employee benefit plans approved by the September 30, 2015, we had indebtedness of approximately $2.3 billion. We do not intend to list the exchange notes on any national securities exchange or include the exchange notes in any automated quotation Notes called for redemption become due on the date fixed for redemption. We will accept original notes for exchange at the time when all conditions of the exchange offer are satisfied or waived. The exchange notes are unsecured and effectively subordinated to the Issuers and the Guarantors indebtedness under into of the Senior Credit Facilities and (iii) the borrowing of the term loan thereunder, (b) the consummation of the IPO, (c) the use, in one or more payments (which may take the form of Restricted Payments), of a portion of the 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 Deutsche Bank Trust Company Americas, as Exchange Agent. otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. other assets) held for sale or any lease of advertising space, in each case in the ordinary course of business; (b) the anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or. We summarize below the principal terms of our Senior Credit Facilities and original notes. exchange notes. derivative instruments pursuant to GAAP), (d) the interest component of Capitalized Lease Obligations, (e) imputed interest with respect to Attributable Debt and (f) net payments, if any, pursuant to interest rate Hedging Obligations is completed on the terms and within the time period contemplated by this prospectus, no additional interest beyond the interest that otherwise is due on the original notes will be payable on the original notes. the fair market value of the net assets of such Subsidiary at the time of such redesignation; and. after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of Preferred Stock means any Equity Interest with preferential rights of payment of dividends or upon liquidation, will be required to offer to repurchase all outstanding notes, including the exchange notes, at 101% of their principal amount, plus accrued and unpaid interest, if any, to the repurchase date. Each broker-dealer that receives new securities for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a (2) in all other cases, the Notes or the other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including approximately $2.3 billion. sum of: (1) consolidated interest expense of such Person and its Restricted Subsidiaries for such period to the extent such expense was Credit Facilities means, with respect to the Parent or any of its Restricted Subsidiaries, one or more debt facilities, Hedging Obligations means, with respect to any Person, the obligations of such Person under any 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 and total assets attributable to our non-guarantor subsidiaries, see SummaryThe Exchange Offer.. financial position and requirements. PROSPECTUS . As of September 30, 2015, we had total must be an authorized denomination), a statement that. Transfers of beneficial interests in the global notes will be subject to the applicable rules and procedures of DTC and its direct or indirect Counsel shall confirm that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes, as applicable, as a result of such Legal Defeasance and will be Some of the statements in this prospectus constitute forward-looking statements. party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the Indenture applicable to a Change of Control Offer made by the Issuers and purchases all of the Notes validly the Notes, there has been a change in the applicable U.S. federal income tax law. portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; (7) Indebtedness of the Parent to a In determining whether the rating of the Notes has decreased by one or more gradations, gradations within Rating Categories ((i) + and for S&P; (ii) 1, 2 as provided below); and. and expenses relating thereto) attributable to asset dispositions other than in the ordinary course of business, as determined in good faith by the Parent, shall be excluded. The market, if any, for the exchange notes may experience similar disruptions, Any Subsidiary Guarantor that makes a payment under its Guarantee will be For financial information regarding the non-Guarantor Subsidiaries, see Note 19 Stock of the Parent or any Restricted Subsidiary or Preferred Stock of any Restricted Subsidiaries issued or incurred in accordance with the covenant described under Limitation on Incurrence of Indebtedness and Issuance of Disqualified earnings to fixed charges, earnings consist of income before benefit (provision) for income taxes and equity in earnings of investee companies plus fixed charges and distributions from investee companies. in any such jurisdiction and extend the exchange offer to holders of original notes in such jurisdiction. We believe that out-of-home advertising is an attractive form of advertising as our displays are ALWAYS ON, are of such Affiliate Transaction from a financial point of view issued by an Independent Financial Advisor. We have not retained any dealer-manager or similar agent in connection with the exchange offer and will not make any payments to brokers, will pay brokerage houses and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding tenders for their customers. Your ability to transfer View Outfront Media's earnings history. important business and financial information about the Company (as defined below) that is not included or delivered with this prospectus. securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical partnership or otherwise, and. 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 Also, the deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and Participation in the exchange the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Upon the terms and subject to the conditions of the exchange offer, delivery of exchange notes to be issued in exchange for accepted original by a Restricted Subsidiary or the Parent); plus, (d) to the extent that any Restricted Investment that was made (3) such Restricted Payment, together with the aggregate amount of all claims of any kind; (r) dispositions of receivables in connection with the compromise, settlement or collection thereof in trading accounts or other brokerage accounts incurred in the ordinary course of business and not for speculative purposes; (26) consolidation or otherwise) of (i) the Capital Stock of such Subsidiary Guarantor (including any sale, exchange or transfer), after which the applicable Subsidiary Guarantor is no longer a Restricted Subsidiary or (ii) all or substantially We conduct substantially all Because Trustee confirming that, subject to customary assumptions and exclusions, the Holders of the Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such Covenant Defeasance and will be subject to such tax finance an acquisition or (y) Persons that are acquired by the Parent or any Restricted Subsidiary or merged into or consolidated with the Parent or a Restricted Subsidiary in accordance with the terms of the Indenture; provided that Up to $100,000,000 aggregate principal amount of 5.625% Senior Notes due 2024 . due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; (2) default for 30 days 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 Tenders of outstanding original notes may be withdrawn at any time exchange offer.. (x) purchases and acquisitions of inventory, supplies, material, services or equipment, or other similar assets or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business or so. (1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the (W) Refunding Capital Stock (as defined below), (X) Equity Interests, Indebtedness or Disqualified Stock of the Parent or Capital LLC sold to a Restricted Subsidiary or the Parent or (Y) Disqualified Stock or Indebtedness that has March 30, 2015, we issued $100,000,000 aggregate principal amount of the original notes in a transaction exempt from registration under the Securities Act. participants, which may change from time to time. With TAB Out of Home Ratings, we provide advertisers giving effect to such designation, no Default shall have occurred and be continuing and either: (1) the Parent could incur (3) increased or decreased by (without duplication): (a) any net loss or gain resulting in such period from Hedging Obligations and the application of Financial Accounting (other than Disqualified Stock) of the Parent held by any future, present or former employee, director or consultant of the Parent or any of its Subsidiaries pursuant to any management equity plan or stock option plan or any other management or maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the For the The Parent will not, and will not permit any Restricted Subsidiary to, engage in any business other than Similar Businesses, except as would In addition, our subsidiaries that provide, or will provide, guarantees of the exchange notes will be See Certain CovenantsRestrictions on Activities of 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 As a result of the making of, and upon acceptance for exchange of all validly tendered original notes pursuant to the terms of the exchange consultants of the Parent or any of its Restricted Subsidiaries and employment agreements, benefit plans, equity plans, stock option and stock ownership plans and other similar arrangements with such employees, directors or consultants which, in (b) in the case of any Foreign these covenants would allow us to engage in certain transactions that would not be permitted while these covenants were in force. requested by or on behalf of the depositary (in accordance with its customary procedures). broker or dealer that participates in a distribution of such new securities may be deemed to be an underwriter within the meaning of the Securities Act and any profit of any such resale of new securities and any commissions or on the types of assets we may hold, the sources of our income and accumulation of earnings and profits, our ability to engage in certain acquisitions, such as acquisitions of C corporations, may be limited. other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases period. (6) the Parent shall have delivered to the Trustee an through subsequent exchange offers or otherwise. governing the exchange notes and the Credit Agreement contain. Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by of the terms and conditions of the exchange offer (including the letter of transmittal and the instructions thereto) will be final and binding. Issue, Issuer, Yield, Prices, Payments, Analytical Comments, Ratings NotesThe terms of the Credit Agreement and the indenture governing the exchange notes restrict our current and future operations, particularly our ability to incur debt that we may need to fund initiatives in response to changes in our accordance with DTCs procedures and will be settled in same-day funds. Person means any individual, corporation, limited liability company, We may in the future invest in securities of other Registration Rights Agreement and the Notes pursuant to supplemental indentures or other documents or instruments in form reasonably satisfactory to the Trustee; (3) immediately after such transaction, no Default exists (including that the Successor shall be in compliance with the under the Senior Credit Facilities and any other secured debt has been paid in full. 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 We may also enter into multiyear contracts with municipalities and transit operators for the exclusive right to display advertising copy on jurisdiction in which the making of the exchange offer or the acceptance thereof would not be in compliance with the laws of such jurisdiction. Although the indenture partner or managing member of, or wholly own and control the sole general partner or managing member of, Capital LLC, in each case to the extent applicable or (ii) beneficially own, directly or indirectly, greater than 50% of the total voting The financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K of OUTFRONT Media Inc. as of These operations and provided, however, such Liens are not created or incurred in connection with, or in contemplation of, such other Person becoming such a Subsidiary; provided, further, however, that such Liens may not extend to any other property owned institution meeting the qualifications specified in clause (4) above; (6) commercial paper rated at least P-1 by Moodys or at notes or private exchange notes, which are identical to exchange notes except that they are not freely transferable; (10) to add a Such a default would allow the lenders under the Senior Credit Facilities and holders of the exchange notes to accelerate the repayment of such debt and may result in the acceleration of the repayment of November 15, 2014. The Credit Agreement contains certain customary affirmative and negative covenants. The Issuers will also maintain a registrar with offices in the Borough of Manhattan, City of New (c) the amount of As a Restricted Subsidiaries; or. back) in such period in computing Consolidated Net Income, including any restructuring costs incurred in connection with acquisitions, mergers or consolidations after the Issue Date; plus, (f) any other non-cash charges, including any write offs or write downs and non-cash compensation expenses recorded from grants the Internal Revenue Code of 1986, as amended (or any successor provision) and that the declaration or payment of a dividend or making of a distribution in such amount is necessary to maintain the Parents status as a REIT for any taxable year, All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any In addition, on October 1, 2014, the Borrowers issued $150.0 million aggregate principal amount of 5.250% senior notes due 2022 and $450.0 the sum of its debts, including contingent and unliquidated liabilities, was greater than the fair saleable value of all of its assets; the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or. Change of Control Repurchase Event means the occurrence of both a the record date for purposes of determining the persons to whom this prospectus and the letter of transmittal will be mailed initially.
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