OUTFRONT Media Inc. (NYSE:OUT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On November21, 2017, OUTFRONT Media Inc. (the “Company”) entered into an ATM Equity OfferingSM Sales Agreement (the “Sales Agreement”), among the Company and Merrill Lynch, Pierce, Fenner& Smith Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs& Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley& Co. LLC and Wells Fargo Securities, LLC, as sales agents (each a “Sales Agent” and, collectively, the “Sales Agents”). Under the terms of the Sales Agreement, the Company may, from time to time, issue and sell shares of its common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $300,000,000, through the Sales Agents as either agents or principals.
Sales of the Common Stock, if any, may be made in negotiated transactions or transactions that are deemed to be “at-the-market offerings” as defined in Rule 415 under the Securities Act of 1933, as amended, including sales made directly on or through the New York Stock Exchange and any other existing trading market for the Common Stock, or sales made to or through a market maker other than on an exchange.
Each Sales Agent will receive a commission not to exceed 2.0% of the gross sales price per share for any shares sold through it as the Company’s Sales Agent under the Sales Agreement. Under certain conditions, the Company has agreed to reimburse all of the reasonable expenses that each Sales Agent incurs in connection with the offer and sale of the Common Stock. The Company has no obligation to sell any of the Common Stock under the Sales Agreement and may at any time suspend solicitations and offers under the Sales Agreement.
The Company intends to use the net proceeds, if any, from the sale of the Common Stock to the Sales Agreement for general corporate purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness or capital stock, working capital, capital expenditures, acquisitions of outdoor advertising assets and businesses and other related investments.
The Common Stock will be offered and sold to the Company’s shelf registration statement on Form S-3 (File No. 333-210788) filed on April15, 2016 with the Securities and Exchange Commission (the “SEC”). The Company filed a prospectus supplement, dated November21, 2017, to the prospectus, dated April15, 2016, with the SEC in connection with the offer and sale of the Common Stock.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed herewith:
|
Exhibit Number |
Description |
| 1.1 | ATM Equity OfferingSM Sales Agreement, dated as of November21, 2017, among OUTFRONT Media Inc., Merrill Lynch, Pierce, Fenner& Smith Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs& Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley& Co. LLC and Wells Fargo Securities, LLC. |
| 5.1 | Opinion of Venable LLP. |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). |
EXHIBIT INDEX
|
Exhibit Number |
Description |
| 1.1 | ATM Equity OfferingSM Sales Agreement, dated as of November 21, 2017, among OUTFRONT Media Inc., Merrill Lynch, Pierce, Fenner& Smith Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs& Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC. |
| 5.1 | Opinion of Venable LLP. |
| 23.1 | Consent of Venable LLP (included in Exhibit 5.1). |
OUTFRONT Media Inc. ExhibitEX-1.1 2 d461010dex11.htm EX-1.1 EX-1.1 Exhibit 1.1 EXECUTION VERSION OUTFRONT Media Inc. Common Stock ($0.01 par value) ATM EQUITY OFFERINGSM SALES AGREEMENT November 21,…To view the full exhibit click here
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.
