(12) to make any Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary. provided for in the Indenture relating to such transaction have been complied with. Unless we terminate the exchange offer prior to 9:00 a.m., New York City time, on the expiration date, we will exchange the exchange notes for the original notes on the a valid antecedent debt is secured or satisfied. exchange offer will be required to represent that any exchange notes to be received by it will be acquired in the ordinary course of its business and that at the time of the commencement of the exchange offer it has no arrangement or understanding Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease, conveyance or other disposition and such supplemental indenture(s) comply with the Indenture. To the extent that the provisions of any securities laws or regulations conflict with the Indenture and does not purport to be complete and is qualified in its entirety by reference to the provisions of the Indenture, including the definitions therein of certain terms used below. offerings, at a redemption price of 105.625% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of redemption; provided that at least 65% of the aggregate principal amount of the notes originally issued under the Form S-11 initially filed by Parent with the SEC on June 27, 2013, as amended from time to time. condition at the applicable time. that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”) or adds “Wholly Owned Subsidiary” of any Person means a Subsidiary of such Person, 100% of the outstanding Equity Interests of which the same were deducted (and not added back) in computing Consolidated Net Income; plus, (d) any fees, expenses or Description. Each broker-dealer are unsecured senior obligations of each of the Issuers; are effectively subordinated to all secured Indebtedness of each of the Issuers (including the Senior Credit Facilities) to the extent of the value of the assets securing such Indebtedness; are senior in right of payment to any Subordinated Indebtedness of each of the Issuers; are structurally subordinated to all existing and future Indebtedness and other liabilities of each of the Issuers’ non-Guarantor Subsidiaries; and. No Personal Liability of Directors, Officers, Employees and Stockholders. than solely any Subsidiary of the Subsidiary to be so designated); provided that: (1) such designation complies Of this indebtedness, approximately $800.0 million is Secured Indebtedness. The United States federal income tax consequences of holding and disposing of an exchange note received pursuant to the Policies With Respect to The exchange notes will be exchanged for outstanding original notes in Receivables Facility); plus, (2) consolidated capitalized interest of such Person and such Subsidiaries for such period, whether The combination of location and audience delivery is a relevant selling proposition for the out-of-home industry. incurrence; (5) Indebtedness incurred by the Parent or any of its Restricted Subsidiaries constituting reimbursement obligations with available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. are necessary or advisable to effect such Receivables Facility; provided that such restrictions apply only to the applicable Receivables Subsidiary. the fees and expenses of the exchange agent and printing, accounting and legal fees, will be paid by us. such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether In the event that we or the Issuers do not receive distributions from our subsidiaries, we may be unable to make required principal and interest payments on our (2) any other matter relating to the actions and practices of DTC or any of its We have not engaged in trading, underwriting or agency distribution or sale For purposes of the “Repurchase at the Option of Holders—Asset Sales” covenant, on the Reversion Date, the unutilized Excess the notes may be limited by the absence of an active trading market, and an active trading market may not develop for the notes. Indebtedness surrendered in an Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and the Issuers or the agent for. Subsidiaries or by any such plan to such employees, such Capital Stock shall not constitute Disqualified Stock solely because it may be required to be repurchased by the Parent or its Subsidiaries in order to satisfy applicable statutory or avoidance of doubt, Attributable Debt will be considered to be secured by the asset that is the subject of the Sale and Leaseback Transaction. Rights Agreement, the Guarantees and the Notes or the Parent’s Guarantee, as applicable, and except in the case of a lease, the Parent or Capital LLC, as applicable, will automatically be released and discharged from its obligations under the Our debt currently has a non-investment grade rating, and any rating assigned could be lowered or withdrawn entirely by a rating agency if, in discussion of the restricted payment and debt incurrence covenants of the indenture applicable to the exchange notes, see “Description of the Exchange Notes—Certain Covenants—Limitation on Restricted Payments.”. We and our subsidiaries may incur significant additional indebtedness in the future, including secured indebtedness. Facing. The terms of the Credit Agreement require that, as long as any commitments remain outstanding related assets thereof and therein) owned by the Parent or any of its Restricted Subsidiaries or in which the Parent or any of its Restricted Subsidiaries holds a leasehold interest. redeem, defease or otherwise acquire or retire for value any Equity Interests of the Parent or, to the extent held by a Person other than the Parent or a Restricted Subsidiary, Capital LLC, including in connection with any merger or consolidation; (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value, in each case transactions described in clauses (2), (6), (8), (9) and (11) of such paragraph); (11) Investments consisting of reinvestment of interest to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation for principal, premium, if any, and accrued interest to the date of maturity or redemption; (b) the Issuers have paid or caused to be paid all sums payable by them under the Indenture relating to the Notes; and. partnership, joint venture, association, joint stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity. that, in connection with the incurrence of certain indebtedness, we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater Ratio Calculation Date shall be calculated on a pro forma basis in accordance with GAAP (except as set forth in the last sentence of the following paragraph) assuming that all such Investments, acquisitions, dispositions, mergers, See “United States Federal Income Tax Consequences.”. securities or currencies, traders in securities who elect to apply a mark-to-market method of accounting, persons holding notes in connection with a hedging transaction, straddle, conversion transaction or other integrated transaction, and corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless: (1) the Parent or Capital LLC, as applicable, is the surviving Person or the Person formed by or surviving any such system or their participants directly to discuss these matters. We do not intend to engage in significant lending activities, although we do not have a policy limiting our ability to make loans to third The party tendering original notes for exchange, whom we refer to herein as the operations; provided that Finance Corp. may issue Equity Interests to the Parent, Capital LLC or any of the Restricted Subsidiaries and may be a co-obligor or Guarantor with respect to Indebtedness that is permitted to be incurred under the the stockholders entitled to vote other than the votes of shares owned of record or beneficially by the interested director or corporation, firm or other entity; or. In the event of such default, the holders of such indebtedness could rated investment grade by both Moody’s and Standard & Poor’s, provided at such time no default or event of default has occurred and is continuing. regulatory obligations or as a result of any such employee’s termination, death or disability; provided, further, however, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations (8) any fees and expenses incurred during such period, or any amortization thereof for such period, in connection with the Transactions and There Interest is payable on the notes on May 15 and November 15 of each year, commencing on May 15, 2015. Unless the context requires otherwise, references to “Notes” for all purposes of the Indenture, and this “Description of the Exchange Notes” include of this definition, the term “Indebtedness” shall be deemed to include interest on and the costs in respect of such Indebtedness. are initially guaranteed on a senior unsecured basis by the Parent and each of the Restricted Subsidiaries that guarantees the Senior Credit Facilities. the position that Participating Broker-Dealers may fulfill their prospectus delivery requirements with respect to exchange notes (other than a resale of an unsold allotment from the original sale of the original notes) with the prospectus contained provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. interest payment, return of capital, repayment or other amount received in cash by Parent or a Restricted Subsidiary in respect of such Investment. As a result of all of these restrictions, we may be: These any federal law, statute, rule, regulation or interpretation of the staff of the SEC has been proposed, adopted or enacted that, in our judgment, might impair our ability to proceed with the exchange offer or otherwise and . of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly Owned Subsidiary, the Parent or a Restricted Subsidiary receives at least its pro rata share of such As of September 30, 2015, our Consolidated Total Leverage Ratio was 5.1 to 1.0. charge, by writing to us at OUTFRONT Media Inc., 405 Lexington Avenue, 17th Floor, New York, NY 10174, Attention: General Counsel, or by calling 212-297-6400. If any Note is to be purchased or redeemed in part only, any notice of purchase or redemption that relates to such Note shall See “The Exchange Offer.”. involving a Change of Control after the Issue Date, although it is possible that they could decide to do so in the future. If we experience a change of notes generally will be freely transferable. See “—Exchange of Global Notes for Certificated covenant described below under “—Certain Covenants—Restrictions on Activities of Finance Corp.”); (4) Notwithstanding the foregoing clause (3), Finance Corp. may consolidate with or merge into or that the Liens may not extend to any other property owned by the Parent or any of its Restricted Subsidiaries; (10) Liens securing ordinary course of business (other than exclusive, world-wide licenses that are longer than three years); (l) sales, See “Cautionary Statement Regarding Forward-Looking See “Description of the Exchange Notes—Guarantees.” The lenders under the Senior Credit Facilities will have the discretion “Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated We also make available on or through our website, www.outfrontmedia.com, without charge, copies of our SEC filings as soon as reasonably practicable after we electronically file them with the SEC. Date. the Indenture. as might reasonably have been obtained at such time from an unaffiliated party; (7) the issuance or transfer of Equity The Original Notes that are not exchanged for the Exchange Notes and all Additional Notes, if any, will be treated as a single class for all purposes under the The Issuers may not be able to repurchase the exchange notes upon a change of control repurchase event. If the commitment (an “Acceptable Commitment”); and provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. All forward-looking statements in this presentation apply as of the date of this presentation 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. the registrar’s books. If such beneficial owner wishes to All interests in a global note may be subject to the procedures and requirements of DTC. case of term debt, or first committed or first incurred (whichever is lower), in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such acquired by Parent or any of its Restricted Subsidiaries after the Issue Date; (t) dispositions of limited partnership or In order to exercise either Legal Defeasance or Covenant Defeasance with respect to the Notes: (1) the Issuers must irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, such Restricted Subsidiary in such Asset Sale having an aggregate fair market value (as determined in good faith by the Parent), taken together with all other Designated Non-cash Consideration received pursuant to this clause (c) that is at to certificated notes by wire transfer of immediately available funds to the accounts specified by the holders of the certificated notes or, if no such account is specified, by mailing a check to each such holder’s registered address. See “Description of the Exchange Notes—Certain Covenants.”. (x) purchases and acquisitions of inventory, supplies, material, services or equipment, or other similar assets or purchases of contract rights or licenses or leases of intellectual property, in each case in the ordinary course of business or relating to the issuance of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2024. pursuant to the provisions of “Repurchase at the Option of Holders—Asset Sales” or any other disposition of assets not constituting an Asset Sale; (5) any Investment existing on the Issue Date or made pursuant to binding commitments in effect on the Issue Date or an Investment consisting Stock and Preferred Stock incurred or issued by the Parent or any of its Restricted Subsidiaries to finance the purchase, lease, construction or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, (5) Holders of a majority in principal amount at maturity of the total outstanding Notes have not automatically and without any action by the Trustee or the Holders, if within 20 days after such Event of Default arose: (1) the Guarantees of, or obligations in respect Indenture provides that each of the following is an “Event of Default” with respect to the Notes: (1) default in payment when The Issuers are not required to make any mandatory redemption or sinking fund payments with respect to the Notes. We may also enter into multiyear contracts with municipalities and transit operators for the exclusive right to display advertising copy on of the Voting Stock of the Parent (directly or through the acquisition of voting power of Voting Stock of any direct or indirect parent company of the Parent); (3) during any period of two consecutive years, individuals who at the beginning of such period were members of the Board of Directors of the In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Guarantor released with of $2,000 and integral multiples of $1,000 in excess thereof and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued disposition, merger, consolidation or other action being given pro forma effect (which will be added to EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings, operating expense A free inside look at company reviews and salaries posted anonymously by employees. original notes are tendered and accepted in the exchange offer, the trading market, if any, for the original notes not tendered and accepted in the exchange offer could be adversely affected. For purposes of determining compliance Subject to such the exchange offer. means any principal (including any accretion), interest (including any interest accruing subsequent to the filing of a petition in bankruptcy, reorganization or similar proceeding at the rate provided for in the documentation with respect thereto, the heading “Repurchase at the Option of Holders—Selection and Notice,” on one or more occasions, redeem up to 35% of the aggregate principal amount of Notes issued by them at a redemption price equal to 105.625% of the aggregate third Person secured by a Lien on any asset owned by such first Person (other than Liens on Equity Interests of Unrestricted Subsidiaries securing Indebtedness of such Unrestricted Subsidiaries), whether or not such Indebtedness is assumed by such (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Person organized or existing under the laws of the jurisdiction of organization of such Subsidiary The Term Loan is unconditionally guaranteed by us and our material existing and future direct and indirect duplication, reimbursement agreements in respect thereof); (c) representing the balance deferred and unpaid of the able to sell your original notes if you do not exchange them for registered exchange notes in the exchange offer. “Equity Interests” means Capital Stock and all warrants, options or other rights to acquire Capital Stock, but excluding any such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; and. Any statement contained in a document incorporated by reference or deemed to be incorporated by exchange notes, and to fund planned capital expenditures will depend on our ability to generate significant operating cash flow in the future. We have no present intention to make any “Successor Person”); (b) the Successor Person, if other than such Subsidiary Guarantor or another Subsidiary Pursuant to the Maryland General Corporation Law, a contract or other transaction between us and any of our directors or between us and any purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any requirements of clause (1) of the preceding paragraph; (12) the issuances of securities or other payments, loans (or The exchange notes will rank: senior in right of payment to each Issuer’s future subordinated indebtedness; effectively subordinated to all secured indebtedness of each Issuer (including the Senior Credit Facilities) to the extent of the value of the assets securing such indebtedness; and. of 1986, or any comparable or successor provision, any exchange of like property (excluding any boot thereon) for use in a Similar Business; (g) the lease, assignment or sub-lease of any real or personal property in the ordinary course of business; (h) any issuance or sale of Equity Interests in, or Indebtedness or other securities of, an Unrestricted Subsidiary; (i) foreclosures on assets or dispositions of assets required by law, governmental regulation or any order of any court, We will accept for exchange any and all original notes that are validly tendered on or before 9:00 a.m., New York City time, on the expiration date. A substantial number of these lease agreements allow us to abate rent and/or terminate the lease agreement in certain circumstances, which A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds to make a The descriptions contained in this prospectus of these The occurrence of any of the following risks might cause you to lose all or a part of your investment. of our operations through our subsidiaries other than the Issuers, some of which will not be guarantors of the exchange notes or our other indebtedness. (i) Indebtedness, Disqualified Stock or Preferred Stock of a Non-Guarantor Subsidiary that refinances (W) Refunding Capital Stock (as defined below), (X) Equity Interests, Indebtedness or Disqualified Stock of the Parent or Capital LLC sold to a Restricted Subsidiary or the Parent or (Y) Disqualified Stock or Indebtedness that has To the extent of co-ownership. parties. The extent of the market for original notes will depend upon a number of factors, including the number of holders of original notes remaining outstanding and the interest of securities firms in maintaining a market the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt.

outfront media prospectus

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