Item 1.01 Entry into a Material Definitive Agreement.
On January 19, 2021, OUTFRONT Media Inc. (the "Company"), along with its
wholly-owned subsidiaries, Outfront Media Capital LLC, a Delaware limited
liability company ("Finance LLC"), and Outfront Media Capital Corporation, a
Delaware corporation (together with Finance LLC, the "Issuers"), and the other
guarantors party thereto (the "Guarantors"), entered into an indenture (the
"Indenture") with Deutsche Bank Trust Company Americas, as trustee (the
"Trustee"), relating to the issuance by the Issuers of $500.0 million aggregate
principal amount of 4.250% Senior Notes due 2029 (the "Notes"). The Notes were
sold in a private transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and have not been,
and will not be, registered under the Securities Act, and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
The Notes bear an interest rate of 4.250% per annum and interest on the Notes
will be payable on January 15 and July 15 of each year, commencing on July 15,
2021. The Notes will mature on January 15, 2029. The Notes are senior unsecured
obligations of the Issuers and are guaranteed on a senior unsecured basis by the
Company and the Guarantors. The terms of the Notes are governed by the
Indenture. The Indenture contains customary covenants that, among other things,
limit the Company's and its restricted subsidiaries' abilities to, among other
things, (i) incur additional indebtedness, guarantee indebtedness or issue
disqualified stock or, in the case of such subsidiaries, preferred stock, (ii)
pay dividends on, repurchase or make distributions in respect of the Company's
or Finance LLC's capital stock or make other restricted payments, (iii) make
certain investments or acquisitions, (iv) sell, transfer or otherwise convey
certain assets, (v) create liens, (vi) enter into agreements restricting certain
subsidiaries' ability to pay dividends or make other intercompany transfers,
(vii) consolidate, merge, sell or otherwise dispose of all or substantially all
of the Company's or its subsidiaries' assets, (viii) enter into transactions
with affiliates, (ix) prepay certain kinds of indebtedness, and (x) issue or
sell stock of the Company's subsidiaries. These covenants are subject to
important exceptions and qualifications. Further, certain of these covenants
will cease to apply after the date on which the Notes receive investment grade
ratings from both Moody's Investors Service, Inc. and S&P Global Ratings,
provided no default or event of default under the Indenture exists at that time.
Such terminated covenants will be reinstated if the Notes lose their investment
grade ratings at any time thereafter.
The Issuers may redeem some or all of the Notes at any time, or from time to
time, on or after January 15, 2024, at redemption prices listed in the
Indenture. In addition, prior to January 15, 2024, the Issuers may redeem up to
40% of the aggregate principal amount of the Notes in an amount not to exceed
the net cash proceeds from certain equity offerings, at a redemption price of
104.250% of the principal amount thereof, plus accrued and unpaid interest, if
any, to the date of redemption; provided that at least 50% of the aggregate
amount of the Notes remains outstanding after such redemption. The Issuers may
also redeem all or some of the Notes at any time, or from time to time, prior to
January 15, 2024, at a price equal to 100% of the principal amount of the Notes
to be redeemed, plus a "make-whole" premium, plus accrued and unpaid interest,
if any, to the date of redemption. Upon the occurrence of a "change of control
repurchase event," as defined in the Indenture, the Company is required to offer
to repurchase the Notes at 101% of the aggregate principal amount thereof, plus
any accrued and unpaid interest, if any, to the repurchase date.
The Indenture contains customary events of default, including failure to make
required payments, failure to comply with certain agreements or covenants,
failure to pay or acceleration of certain other indebtedness, failure to pay
certain judgments, certain events of bankruptcy and insolvency, and certain
failures or repudiations of guarantees of the Notes. An event of default under
the Indenture will allow either the Trustee or the holders of not less than 25%
in aggregate principal amount of the then-outstanding Notes to accelerate, or in
certain cases, will automatically cause the acceleration of, the amounts due
under the Notes.
The foregoing descriptions of the Indenture and the Notes do not purport to be
complete, and are qualified in their entirety by reference to the full text of
the Indenture (which includes the form of the Notes), a copy of which is filed
as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
The information contained in Item 1.01 is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed herewith:
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Exhibit
Number Description
4.1 Indenture, dated as of January 19, 2021, by and among Outfront Media Capital
LLC, Outfront Media Capital Corporation, the guarantors named therein and
Deutsche Bank Trust Company Americas (including the Form of Senior Notes).
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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