OUTFRONT Media Inc. (NYSE:OUT) Files An 8-K Other Events
On March18, 2019, OUTFRONT Media Inc. (the Company) filed with the U.S. Securities and Exchange Commission (the SEC) an automatic shelf registration statement on Form S-3 (the New Registration Statement) to replace the existing automatic shelf registration statement on Form S-3 (No. 333-210788) filed with the SEC on April15, 2016 (the Prior Registration Statement), which was scheduled to expire on April15, 2019 to Rule 415(a)(5) under the Securities Act of 1933, as amended. The Prior Registration Statement was deemed terminated upon the effectiveness of the New Registration Statement on March18, 2019.
In connection with the filing of the New Registration Statement, the Company also filed the following two prospectus supplements:
(i).A prospectus supplement (the ATM Prospectus Supplement) covering the offering of an aggregate offering price of up to $267,545,979 of the Companys common stock, par value $0.01 per share (the Common Stock), to the ATM Equity OfferingSM Sales Agreement (the Sales Agreement). The ATM Prospectus Supplement continues an offering, from time to time, of Common Stock having an aggregate offering price of up to $300,000,000 previously covered by the Prior Registration Statement. A copy of the Sales Agreement was previously filed as Exhibit 1.1 to the Companys Current Report on Form 8-K filed with the SEC on November21, 2017.
(ii).A prospectus supplement (the AV Prospectus Supplement) covering the possible issuance, from time to time, of up to 1,623,256 shares of Common Stock, in exchange for ClassA equity interests (ClassA Shares) of Outfront Canada Holdco LLC, a subsidiary of the Company that controls its Canadian business, that may be tendered for redemption. The AV Prospectus Supplement continues an offering of up to 1,953,407 shares of the Companys Common Stock previously covered by the Prior Registration Statement. The issuance of the ClassA Shares was previously disclosed in the Companys Current Report on Form 8-K filed with the SEC on June14, 2017.
The Company is filing this Current Report on Form 8-K to provide legal opinions of its counsel, Venable LLP, regarding the legality of the securities covered by the ATM Prospectus Supplement and the AV Prospectus Supplement, which opinions are attached hereto as Exhibits 5.1 and 5.2, respectively.
(d) Exhibits. The following exhibits are filed herewith:
|Consent of Venable LLP (included in Exhibit 5.2)|
OUTFRONT Media Inc. Exhibit
EX-5.1 2 d721182dex51.htm EXHIBIT 5.1 Exhibit 5.1 Exhibit 5.1 March 18,…
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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.