On June 30, 2017, certain subsidiaries of OUTFRONT Media Inc. (the “Company”) entered into a three-year $100.0 million revolving accounts receivable securitization facility (the “AR Facility”) with The Bank of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as a committed purchaser, group agent and administrative agent (“BTMU”).

In connection with the AR Facility, Outfront Media LLC, a wholly-owned subsidiary of the Company (the “Originator”) will, to a Purchase and Sale Agreement, dated as of June 30, 2017 (the “Purchase and Sale Agreement”), between the Originator and Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company (the “SPV”), sell and/or contribute its existing and future accounts receivable and certain related assets to the SPV. On each business day until payment in full of all of its obligations under the AR Facility, the SPV will transfer an undivided interest in the accounts receivable to certain purchasers from time to time (the “Purchasers”), to a Receivables Purchase Agreement, dated as of June 30, 2017 (the “Receivables Purchase Agreement”), by and among the Originator, the SPV, the Purchasers party thereto, certain agents from time to time party thereto, and Gotham Funding Corporation, as a conduit purchaser. The Originator will service the accounts receivables on behalf of the SPV for a fee. The SPV has granted the Purchasers a security interest in all of its assets to secure its obligations under the Receivables Purchase Agreement. In addition, to a Performance Guaranty, dated as June 30, 2017 (the “Performance Guaranty”), between the Company and BTMU, the Company has agreed to guaranty the performance by the Originator, in its capacity as originator and servicer, of its obligations under the Receivables Purchase Agreement and the Purchase and Sale Agreement. Neither the Originator nor the SPV guarantees the collectability of the receivables under the AR Facility.

The SPV pays Yield (as defined in the Receivables Purchase Agreement) at the then applicable Yield Rate (as defined in the Receivables Purchase Agreement) with respect to amounts advanced by the Purchasers under the AR Facility. The Company is also required to pay a program fee and a commitment fee in connection with the AR Facility.

The Receivables Purchase Agreement, the Purchase and Sale Agreement and the Performance Guaranty contain customary representations and warranties, affirmative and negative covenants, and termination events provisions, including but not limited to those providing for the acceleration of amounts owed under the AR Facility if, among other things, the SPV fails to pay Yield or other amounts due, the SPV becomes insolvent or subject to bankruptcy proceedings or certain judicial judgments, or the SPV breaches certain representations and warranties or covenants.

The foregoing descriptions of the Receivables Purchase Agreement, the Purchase and Sale Agreement and the Performance Guaranty are qualified in their entirety by reference to the Receivables Purchase Agreement, the Purchase and Sale Agreement and the Performance Guaranty, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Current Report on Form 8-K and are incorporated herein by reference.

The information contained in Item 1.01 is incorporated herein by reference.

(d) Exhibits. The following exhibits are filed herewith:

OUTFRONT Media Inc. Exhibit
EX-10.1 2 a101rpa.htm EXHIBIT 10.1 Exhibit Exhibit 10.1RECEIVABLES PURCHASE AGREEMENTDated as of June 30,…
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About OUTFRONT Media Inc. (NYSE:OUT)

OUTFRONT Media Inc., formerly CBS Outdoor Americas Inc., is a provider of advertising space on out-of-home advertising structures and sites across the United States, Canada and Latin America. The Company’s inventory consists of billboard displays and transit advertising displays. It operates through two segments. The United States segment includes the Company’s operations in the United States. The International segment includes the Company’s operations in Canada and Latin America, including Mexico, Argentina, Brazil, Chile and Uruguay. Along with leasing displays, the Company provides other services to customers, such as pre-campaign category research, consumer insights, creative design support, vinyl production, and post-campaign tracking and analytics. Its locations portfolio includes sites, such as the Bay Bridge in San Francisco, various locations along Sunset Boulevard in Los Angeles, and various sites in and around both Grand Central Station and Times Square in New York.