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outfront media prospectus

third-party studies generally state that the information that they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. with respect to any Indebtedness permitted to be incurred pursuant to this covenant, exchange rate risk, commodity pricing risk or any combination thereof; (10) obligations in respect of performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by the Through its ON Smart Media platform, OUTFRONT is implementing digital technology that will fundamentally change the ways advertisers engage audiences on-the-go. notes, you may be deemed to have received restricted securities and, if so, will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. for Parent to qualify, or to maintain its qualification, as a real estate investment trust for U.S. federal income tax purposes, in each case, in Parent’s good faith determination, at least 75% of the consideration therefor received by the We do not intend to list the exchange notes on any national securities exchange or include the exchange notes in any automated quotation a material adverse change shall have occurred in our business, condition, operations or prospects. After submitting your request, you will receive an activation email to the requested email address. that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver commodity cap agreement, commodity collar agreement, foreign exchange contract, currency swap agreement or similar agreement providing for the transfer or mitigation of interest rate or currency 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. Outfront Media's portfolio includes locations in the top markets, including New York and California. principal payment of such Indebtedness or scheduled redemption or similar payment with respect to such Disqualified Stock or Preferred Stock multiplied by the amount of such payment; by. Shelf Effectiveness Deadline. Out-of-home (OOH) advertising or outdoor advertising is a form of advertising that reaches consumers when they’re away from home. Beneficial interests in the global notes may not be exchanged for notes in certificated form except in the limited circumstances described below. However, because we must comply with various requirements under the Code in order to maintain our qualification to be taxed as a REIT, including restrictions dealers or others for soliciting acceptances of the exchange offer. Preferred Stock incurred to pay premiums (including tender premiums), accrued interest, defeasance costs and reasonable fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”); provided, however, Issuers’ other creditors or conferred an unfair advantage upon the holders of exchange notes and (c) equitable subordination is not inconsistent with the provisions of the bankruptcy code. exchange notes or the guarantees thereof could be voided as a fraudulent transfer or conveyance if the Issuers or any of the Guarantors, as applicable, (a) issued the exchange notes or incurred the guarantees with the intent of hindering, expiration date upon the occurrence of certain specified events. agreements in respect thereof) and Hedging Obligations) would appear as a liability upon a balance sheet (excluding the footnotes thereto) of such Person prepared in accordance with GAAP; (2) all Attributable Debt and all Capitalized Lease Obligations; (3) to the extent not otherwise included, any obligation by such Person to be liable for, or to pay, as obligor, guarantor or otherwise, on We a valid antecedent debt is secured or satisfied. Any such “Business Day” means each day which is not a Saturday, a Sunday or a day on which commercial banking institutions are not Indebtedness of each such entity. by each Rating Agency shall be decreased by one or more gradations to or within a Rating Category (including gradations within Rating Categories as well as between Rating Categories) as compared to the rating of the Notes on the Rating Date. Indenture by reference to the Trust Indenture Act. outstanding pursuant to this paragraph and clause (17) of the next succeeding paragraph. This summary does not contain all of the information that you should consider before making an investment decision to participate in this exchange offer. are governed by a credit agreement, dated as of January 31, 2014 (the “Credit Agreement”). expected and the anticipated benefits may not be fully realized; Dependence on our management team and advertising executives; The ability of our board of directors to cause us to issue additional shares of stock without stockholder approval; Certain provisions of Maryland law may limit the ability of a third party to acquire control of us; Our rights and the rights of our stockholders to take action against our directors and officers are limited; Diverse risks in our international business; Failure to comply with regulations regarding privacy and data protection; Failing to establish in a timely manner “OUTFRONT” as an independently recognized brand name with a strong reputation; The financial information included in our filings with the SEC may not be a reliable indicator of our future results; Legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the Internal Revenue Service (the “IRS”); Our failure to remain qualified to be taxed as a REIT; 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 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; Complying with REIT requirements may limit our ability to hedge effectively; Failure to meet the REIT income tests as a result of receiving non-qualifying income; Even if we remain qualified to be taxed as a REIT, and we sell assets, we could be subject to tax on any unrealized net built-in gains in the assets held before electing to be treated as a REIT; The IRS may deem the gains from sales of our outdoor advertising assets to be subject to a 100% prohibited transaction tax; Our lack of an operating history as a REIT; We may not be able to engage in desirable strategic or capital-raising transactions as a result of the Separation, and we could be liable for adverse tax consequences resulting from engaging in significant strategic or that time outstanding (but, to the extent that any such Designated Non-Cash Consideration is sold or otherwise liquidated for cash, minus the lesser of (a) the amount of the cash received (less the cost of disposition, if any) and (b) the extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Parent or any of its foregoing, the Issuers will agree that, for so long as any Notes are outstanding, they will furnish to Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule Restricted Subsidiary in connection with, any Receivables Facility. elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; the lenders under the Senior Credit Facilities could elect to terminate their commitments thereunder, cease making further loans and changes. other filing pursuant to Section 13(d) of the Exchange Act, proxy, vote, written notice or otherwise) the acquisition by any Person or group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act), including after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the lesser of (i) the cash return of capital with respect to such Restricted Investment (less the cost of disposition, if any) and (ii) the initial amount of securities or instruments constituting loans or advances among the Parent and its Subsidiaries; (3) investments in any fund that invests obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance, or good faith deposits in connection with bids, tenders, contracts The following table sets forth our ratios of earnings to fixed charges for the periods indicated. If the the registrar’s books. option of the holder thereof prior to such date shall be deemed to be Disqualified Stock; provided, further, however, that if such Capital Stock is issued to any employee or any plan for the benefit of employees of the Parent or its The Parent and each of the Restricted Subsidiaries that guarantee the Senior Credit Facilities will initially Guarantee the Notes. Delaware limited liability company, (iv) “Finance Corp.” means Outfront Media Capital Corporation, a Delaware corporation; (v) “the Issuers” and “the Borrowers” mean Finance Corp. and Finance LLC; tendered pursuant to the exchange offer may be withdrawn at any time prior to the expiration date. acquisition; (9) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated (4) the Legal Defeasance provisions of the Indenture. instructions in the letter of transmittal are followed, transfer taxes with respect to the exchange of original notes under the exchange offer. All forward-looking statements in this prospectus and the documents incorporated herein by reference apply as of the date of this prospectus or as of the date they were Neither the Company nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the exchange notes, and the Company and the Trustee may conclusively rely on and will be These covenants are subject to important exceptions and qualifications, which are described under “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other Purchases—Repurchase at Your exchange of an original note for an exchange note will not constitute a taxable exchange and you will not recognize any taxable income, gain or loss upon the receipt of an exchange note pursuant to the exchange offer. the Parent and its Restricted Subsidiaries on the Issue Date or any business that is similar, reasonably related, incidental or ancillary thereto. Consequently, the ability to transfer beneficial interests in a global note to such Persons will be limited to that extent. registered 5.625% senior notes due 2024, which we refer to as the exchange notes, for all of our outstanding unregistered 5.625% senior notes due 2024, which were issued on March 30, 2015, which we refer to as the original notes. The Revolving All definitions in this paragraph apply solely to this description, unless context dictates otherwise. This may have the effect of reducing the amount of proceeds paid In addition, our subsidiaries that provide, or will provide, guarantees of the exchange notes will be original notes. These covenants may restrict, among other things, our and our subsidiaries’ ability to: See “Risk Factors—Risks Related to the Exchange (B) the average amount drawn under outstanding letters of credit during such quarter. a decrease of one gradation). For financial information regarding the non-Guarantor Subsidiaries, see Note 19 Assets”; (6) “—Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries”; (7) clauses (1)(a) and (3) of “—Sale and Leaseback Transactions;” and. “Consolidated Secured Leverage Ratio”, as of any date of determination, means the ratio of (1) Consolidated accordance with GAAP. concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The Issuers will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and the road.”. This summary does not address United States federal tax laws other than those pertaining to the any loss, liability or expense; (4) the Trustee has not complied with such request within 60 days after the receipt thereof and the offer “Rule 144A Global Notes”), and the Regulation S Notes are currently represented by one or more global notes in registered form without interest coupons (collectively, the “Regulation S Global Notes”). significantly. less, (b) the portion (proportionate to the Parent’s direct or indirect equity interest in such Subsidiary) of 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. in the exchange offer registration statement. series of transactions, by way of merger, consolidation or other business combination or purchase, of beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act, or any successor provision) of 50% or more of the total voting power 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 such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased (a) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in Guarantor, as the case may be, or the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such Subsidiary Guarantor or such Person, as the case may be, being herein called the Of this indebtedness, approximately $800.0 million is secured. 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. Beginning on the day of a Covenant Suspension Event and beyond our control. “CBS Corporation” means CBS Corporation, a Delaware corporation. acceptances), damages and other liabilities, and guarantees of payment of such principal (including any accretion), interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities, payable under the documentation governing the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form; in each environmental matters or against any indemnification obligations associated with such transaction. that the Liens may not extend to any other property owned by the Parent or any of its Restricted Subsidiaries; (10) Liens securing and after giving pro forma effect thereto (in a manner consistent with the calculation of the Consolidated Leverage Ratio) under this clause (c), the Consolidated Secured Leverage Ratio shall not be greater than 3.50 to 1.00. receiving exchange notes from us and causing the original notes to be assigned, transferred and exchanged. Guarantors’ other debt. offer, we will have fulfilled a covenant contained in the terms of the original notes and the registration rights agreement. restatements or refundings thereof and any indentures or credit facilities or commercial paper facilities that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such will not accept your original notes for exchange. as might reasonably have been obtained at such time from an unaffiliated party; (7) the issuance or transfer of Equity under the Securities Act under the registration rights agreement or otherwise. acquisitions and investments. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the section entitled “Risk Factors” in this prospectus and in our filings with the SEC, including, but not Holders of original notes must make their own decision whether to participate in the exchange offer and, if the holder chooses to participate in the exchange offer, the aggregate avoidance of doubt, Attributable Debt will be considered to be secured by the asset that is the subject of the Sale and Leaseback Transaction. to time in an aggregate outstanding face amount of up to $80.0 million. with municipalities in large cities across the U.S. broker-dealer for use in connection with any such resale. Indebtedness of the Parent or any of its Restricted Subsidiaries undertaken in connection with cash management and related activities with respect to any Subsidiary or joint venture in the ordinary course of business; (20) the issuance of Equity Interests (other than Disqualified Stock) in Capital LLC in connection with “UPREIT” acquisitions that Notes. would not result in an event of default under the indenture governing the exchange notes. “Indebtedness” means, with respect to any Person, without duplication: (1) any indebtedness (including principal and premium) of such Person, whether or not contingent: (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit or bankers’ acceptances (or, without claims, performance or surety bonds, health, disability or other employee benefits, property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation Restricted Subsidiaries in existence at the time of such transaction (but not created in contemplation thereof), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and registration statement that cures such failure and that is itself declared effective on the same business day of its filing (each such event referred to in clauses (1) through exchange your original notes for exchange notes in the exchange offer, your original notes will continue to be subject to the restrictions on transfer as stated in the legends on the original notes. “Events of Default and Remedies” so long as such Liens are adequately bonded and any appropriate legal proceedings that may have been duly initiated for the review of such judgment have not been finally terminated or the period within in their ability to purchase debt securities of limited liability companies, such as Capital LLC, unless those debt securities are jointly issued by a corporation. severally, on an unsecured senior basis by OUTFRONT Media Inc. and each of its direct and indirect subsidiaries that guarantees the Senior Credit Facilities (as defined herein). to which such Person is a party, or deposits as security for contested taxes or import duties or for the payment of rent, performance and return of money bonds and other similar obligations (including letters of credit issued in lieu of any such Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the SEC, the Indenture requires the Issuers to file with the SEC (and make obtain copies of this information by mail from the SEC at the above address, at prescribed rates. The indenture governing the exchange notes contains a “savings clause” intended to system or their participants directly to discuss these matters. Restricted Subsidiaries; or. If the Issuers cannot make payments on the administrative agency or regulatory body; (j) sales of accounts receivable, or participations therein, in connection with (e) in the case of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary after the Issue Date, the fair restrictive in any material respect with respect to such encumbrance and other restrictions taken as a whole than those prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing; and. power of the Voting Stock of such holding company. fees, debt issuance costs, commissions, fees and expenses, (y) any expensing of bridge, commitment and other financing fees and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Upon the effectiveness the Trustee indemnity or security satisfactory to the Trustee against any loss, liability or expense. Furthermore, if we were unable to repay the amounts due and payable under Offer—Your ability to sell your original notes may be significantly more limited and the price at which you may be able to sell your original notes may be significantly lower if you do not exchange them for registered exchange notes in the

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