OUTFRONT Media Inc. (NYSE:OUT) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02
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Unregistered Sales of Equity Securities.
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on Form 8-K is incorporated herein by reference into this Item
3.02.
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Item 8.01
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Other Events.
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(the Company) acquired the equity interests of certain
subsidiaries of All Vision LLC (All Vision), which hold
substantially all of All Visions existing outdoor advertising
assets in Canada, and effectuated an amalgamation of All Visions
Canadian business with the Companys Canadian business (the
Transaction). The Company paid approximately $94.4 million for
the assets, comprised of $50.0 million in cash and $44.4 million
in Class A equity interests of a subsidiary of the Company that
controls its Canadian business (Outfront Canada), subject to
post-closing adjustments for closing date working capital and
indebtedness, and for the achievement of certain operating income
before depreciation and amortization targets relating to All
Visions assets.
1,953,407 of its Class A equity interests based on a price per
share of $22.75. The Class A equity interests are entitled to
receive priority cash distributions from Outfront Canada at the
same time and in the same per share amount as the dividends paid
on shares of the Companys common stock. The Class A equity
interests may be redeemed by the holders in exchange for shares
of the Companys common stock on a one-for-one basis (subject to
anti-dilution adjustments) or, at the Companys option, cash equal
to the then fair market value of the shares of the Companys
common stock, commencing (i) one year after closing, with respect
to 55% of the Class A equity interests, and (ii) 18 months after
closing, with respect to the remaining 45% of the Class A equity
interests. The Company has agreed to register the issuance or
resale of the shares of the Companys common stock that may be
issued in exchange for the Class A equity interests. The Class A
equity interests were, and, until registered, any shares of the
Companys common stock delivered in exchange for the Class A
equity interests will be, issued in reliance on the exemption
afforded by Rule 506 of Regulation D and Section 4(a)(2) of the
Securities Act of 1933, as amended, as a transaction not
involving a public offering or general solicitation to accredited
investors, with adequate Company information available.
limitations on its ability to sell or otherwise dispose of the
assets acquired from All Vision for a period of five years,
unless it pays holders of the Class A equity interests in
Outfront Canada an amount intended to approximate their resulting
tax liability.
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.
