NEW
YORK, Nov. 7, 2023 /PRNewswire/ -- OUTFRONT
Media Inc. (NYSE: OUT) today announced that two of its wholly-owned
subsidiaries priced a private offering of $450.0 million in aggregate principal amount of
7.375% Senior Secured Notes due 2031 (the "notes"). The notes will
be sold at an issue price of 100.0% of the principal amount. The
offering is expected to close on November
20, 2023, subject to customary closing conditions.
OUTFRONT Media intends to use the net proceeds from the notes
offering to redeem all of its outstanding 6.250% Senior Notes due
2025 (the "2025 notes") and to pay accrued and unpaid interest on
the 2025 notes, if any, to, but excluding, the redemption date, to
pay fees and expenses in connection with the notes offering and the
2025 notes redemption; and for general corporate purposes, which
may include the repayment, refinancing, redemption or repurchase of
existing indebtedness.
The notes will be guaranteed on a senior secured basis by
OUTFRONT Media Inc. and each of its direct and indirect
subsidiaries that guarantees its senior credit facilities. The
notes will also be secured by liens on substantially all of the
assets of OUTFRONT Media Inc. and each of its direct and indirect
subsidiaries that secure its senior credit facilities, subject to
certain exceptions and permitted liens, including the exclusion of
equity in Canadian subsidiaries that are pending sale.
The notes were offered and will be sold in a private placement
to qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and to
non-U.S. persons in transactions outside the United States pursuant to Regulation S
under the Securities Act. The notes 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.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor shall there be any
sale of the notes in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
state or other jurisdiction.
Cautionary Statement Regarding Forward-Looking
Statements
OUTFRONT Media Inc. ("we" or "our") have made
statements in this press release that are forward-looking
statements within the meaning of the federal securities laws,
including the Private Securities Litigation Reform Act of 1995. You
can identify forward-looking statements by the use of
forward-looking terminology such as "will," "intends," or
"expects," or the negative of these words and phrases or similar
words or phrases that are predictions of or indicate future events
or trends and that do not relate solely to historical matters. You
can also identify forward-looking statements by discussions of
strategy, plans or intentions relating to our capital resources,
portfolio performance and results of operations. Forward-looking
statements involve numerous risks and uncertainties and you should
not rely on them as predictions of future events. Forward-looking
statements depend on assumptions, data or methods that may be
incorrect or imprecise and may not be able to be realized. We do
not guarantee that the transactions and events described will
happen as described (or that they will happen at all). The
following factors, among others, could cause actual results and
future events to differ materially from those set forth or
contemplated in the forward-looking statements: our ability to
consummate the notes offering and the 2025 notes redemption;
consummating the pending sale of our outdoor advertising business
in Canada pursuant to a Share
Purchase Agreement, dated October 22,
2023, among OUTFRONT Media Inc., Outfront Canada HoldCo 2
LLC, Outfront Canada Sub LLC and Bell Media Inc. (the
"Transaction") may be more difficult, costly, or time consuming for
OUTFRONT Media Inc. and its management than expected and the
anticipated benefits of the Transaction may not be fully realized;;
the Transaction parties being unable to satisfy closing conditions,
including necessary regulatory approval for the Transaction (or
obtaining regulatory approval for the Transaction subject to
conditions that are not anticipated), which could delay or cause
the parties to abandon or terminate the Transaction;; declines in
advertising and general economic conditions, including the current
heightened levels of inflation; the severity and duration of
pandemics, and the impact on our business, financial condition and
results of operations; competition; government regulation; our
ability to implement our digital display platform and deploy
digital advertising displays to our transit franchise partners;
losses and costs resulting from recalls and product liability,
warranty and intellectual property claims; our ability to obtain
and renew key municipal contracts on favorable terms; taxes, fees
and registration requirements; decreased government compensation
for the removal of lawful billboards; content-based restrictions on
outdoor advertising; seasonal variations; acquisitions and other
strategic transactions that we may pursue could have a negative
effect on our results of operations; dependence on our management
team and other key employees; diverse risks in our Canadian
business; experiencing a cybersecurity incident; changes in
regulations and consumer concerns regarding privacy, information
security and data, or any failure or perceived failure to comply
with these regulations or our internal policies; asset impairment
charges for our long-lived assets and goodwill; environmental,
health and safety laws and regulations; expectations relating to
environmental, social and governance considerations; our
substantial indebtedness; restrictions in the agreements governing
our indebtedness; incurrence of additional debt; interest rate risk
exposure from our variable-rate indebtedness; our ability to
generate cash to service our indebtedness; cash available for
distributions; our failure to remain qualified to be taxed as a
real estate investment trust ("REIT"); REIT distribution
requirements; availability of external sources of capital; we may
face other tax liabilities even if we remain qualified to be taxed
as a REIT; complying with REIT requirements may cause us to
liquidate investments or forgo otherwise attractive investments or
business opportunities; our ability to contribute certain contracts
to a taxable REIT subsidiary ("TRS"); our planned use of TRSs may
cause us to fail to remain qualified to be taxed as a REIT; REIT
ownership limits; failure to meet the REIT income tests as a result
of receiving non-qualifying income; the Internal Revenue Service
may deem the gains from sales of our outdoor advertising assets to
be subject to a 100% prohibited transaction tax; and other factors
described in our filings with the Securities and Exchange
Commission (the "SEC"), including but not limited to the section
entitled "Risk Factors" in our Annual Report on Form 10-K for the
year ended December 31, 2022, filed
with the SEC on February 23, 2023.
All forward-looking statements in this press release apply as of
the date of this press release or as of the date they were made
and, except as required by applicable law, we disclaim any
obligation to publicly update or revise any forward-looking
statement to reflect changes in underlying assumptions or factors,
of new information, data, or methods, future events, or other
changes.
About OUTFRONT Media Inc.
OUTFRONT leverages the power
of technology, location, and creativity to connect brands with
consumers outside of their homes through one of the largest and
most diverse sets of billboard, transit, and mobile assets in
North America. Through its
technology platform, OUTFRONT will fundamentally change the ways
advertisers engage audiences on-the-go.
Contacts:
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Investors:
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Media:
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Stephan Bisson
|
Courtney
Richards
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(212)
297-6573
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(646)
876-9404
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stephan.bisson@outfront.com
|
courtney.richards@outfront.com
|
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SOURCE OUTFRONT Media Inc.