Payments by the Participants and the Indirect Participants Prior to February 15, 2017, the Issuers may redeem up to 35% of the aggregate principal amount of the notes issued under the indenture, in an amount not to exceed the net cash proceeds from certain equity Each relevant Participant is credited with an amount proportionate to its beneficial ownership of an interest in the principal amount of the relevant security as shown on the records of DTC. upon not less than 30 nor more than 60 days’ prior notice mailed by first-class mail to the registered address of each Holder, at a redemption price equal to 100% of the principal amount of Notes redeemed plus the Applicable Premium as of the notes generally will be freely transferable. Indenture) and the Trustee may amend or supplement the Indenture (with respect to the Notes) and any Guarantee or the Notes without the consent of any Holder; (1) to cure any ambiguity, omission, mistake, defect or inconsistency; (2) to provide for uncertificated Notes in addition to or in place of certificated Notes; (3) to comply with the covenant relating to mergers, consolidations and sales of assets; (4) to provide the assumption of any Issuer’s or any Guarantor’s obligations to the Holders; (5) to make any change that would provide any additional rights or benefits to the Holders or that does not materially adversely affect the provided that the paying agent receives, not later than the close of business on the 30th day following the date of the Change of Control Repurchase Event notice, facsimile transmission or letter setting forth the name of the Holder of the Within indenture governing the exchange notes will, subject to certain limitations, permit these subsidiaries to incur additional indebtedness and will not contain any limitation on the amount of other liabilities, such as trade payables, that may be amalgamations and consolidations had occurred on the first day of the four-quarter reference period. 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. “Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, Participant or Participants has or have given such direction. The indenture governing the exchange notes contains a “savings clause” intended to Transfers between Participants in DTC will be effected in of other holders. For the avoidance of doubt, an Investment in the form of an acquisition permitted above may be structured as an “UPREIT” change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under the credit agreement and terminate their commitments to lend. the road.”. For a withdrawal to be effective, a written or facsimile transmission notice of withdrawal must be timely received by the exchange agent at its under the Revolving Credit Facility at any time. incur debt and enter into certain other transactions. For purposes of determining compliance The SEC has taken this prospectus is December 2, 2015. (2) any Subsidiary of an Unrestricted Subsidiary. (2) any property transferred to or from OUTFRONT Media Inc. Outfront Media Capital LLC . The registrar and the Trustee may require a Holder to furnish Your ability to transfer of security or indemnity; and. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. consideration received by the Parent or any of its Restricted Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-cash Consideration pursuant to an Officer’s Certificate, setting forth the basis of such incorporated by reference herein are the property of their respective owners. of securities of other issuers and do not intend to do so. reserve the right to: If any such termination or amendment occurs, we will notify the exchange agent in writing and either will issue a press release or will give See “The Exchange Offer.”. Holders will be required to pay all taxes due on transfer. “Disqualified Stock” means, with respect to any Person, any Capital Stock of such Person which, by its terms, or by the terms There can be no assurance that this provision will be Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Parent, such Issuer or such Subsidiary Guarantor, as the case may be. the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. asset disposed of in such transaction and retained by the Parent or any of its Restricted Subsidiaries after such sale or other disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to the manner described under “Repurchase at the Option of Holders—Selection and Notice.”, The Notes will provide structure or credit ratings. maximum amount of Indebtedness that may be incurred pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. Parent, any Issuer or any Significant Subsidiary; or, (7) the Guarantee of the Parent or any Significant Subsidiary shall for any reason terminate or extend the exchange offer by written notice to the exchange agent and by timely public announcement communicated in accordance with applicable law or regulation, if: The foregoing conditions are for our sole benefit and may be asserted by us with respect to all or any portion of the exchange offer 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 or a Restricted Subsidiary to another Restricted Subsidiary; (f) to the extent allowable under Section 1031 of the Internal Revenue Code “Equity Offering” means any public sale of common stock or Preferred Stock of As Delivery to an address other than the one set forth herein, or transmissions of instructions via a facsimile number other than the one set forth herein, will not constitute a valid delivery. the Indenture. its nominee, in each case for credit to an account of a direct or indirect participant in DTC as described below. property, assets or proceeds that is senior in priority to such Liens; or. Any period of time that (i) the Notes have Investment Grade Ratings from both Rating Agencies Restricted Subsidiaries as additional borrowers or guarantors thereunder and whether by the same or any other agent, lender or group of lenders. It’s a real testament to the power of OUTFRONT, that seeing this ad was the catalyst for the Red Sox to give me a call.” - Bill Raveis, William Raveis Chairman & CEO after becoming the Red Sox’s Official Relator. for any and all outstanding 5.625% Senior Notes due 2024 . defeasance option or covenant defeasance option as described under “Legal Defeasance and Covenant Defeasance” or the Issuers’ obligations under the Indenture being discharged in a manner not in violation of the terms of the Indenture; We will not receive any proceeds from the issuance of the exchange notes pursuant to the exchange offer. result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if any, and interest on Indebtedness (other than Subordinated As of December 31, 2014, we 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. “Property” means any real property (and all fixtures, improvements, appurtenances and acquisitions, refinancings or other recapitalizations, that would not constitute a Change of Control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the Issuers’ capital 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 Issuer or any Subsidiary Guarantor unless: (1) within 20 days executes and delivers a supplemental indenture to the January 31, 2014, by and among the Issuers, the Guarantors, the lenders party thereto in their capacities as lenders thereunder and Citibank, N.A., as Administrative Agent including any guarantees, collateral documents, instruments and Notes issued and outstanding unless transferred to the Issuers. and the Parent (or any other direct or indirect parent company of Capital LLC), to report at such parent entity’s level on a consolidated basis and (2) either (i) such parent entity of Capital LLC is not engaged in any business in any Stock or Preferred Stock will be deemed to have been outstanding on the Issue Date, so that it is classified as permitted under clause (3) of the second paragraph under “—Limitation on Incurrence of Indebtedness and Issuance of To the extent any such Federal and state fraudulent transfer and conveyance statutes may circumstances. We have not engaged in trading, underwriting or agency distribution or sale or issuance or sale of Equity Interests of any Restricted Subsidiary in any transaction or series of transactions with an aggregate fair market value (as determined in good faith by the Parent) not to exceed $10.0 million; (e) any disposition of property or assets or issuance of securities by a Restricted Subsidiary to the Parent or by the Parent (b) any guarantee by a Restricted Subsidiary of Indebtedness of the Parent; provided that such guarantee is incurred in The fee under the letter of credit facility in the nine months ended September 30, 2015, was immaterial. Subject to certain limitations described in the Indenture governing release of a Guarantee by a Subsidiary Guarantor, no Subsidiary Guarantor Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. definition of Consolidated Leverage Ratio. Upon the occurrence of specific kinds of change of control events accompanied by a decline in the rating of the exchange notes, the Issuers The exchange offer is not being made to (nor will tenders be accepted from or on behalf of) holders of original notes in any Subject to certain exceptions, the Term Loan requires the Borrowers to prepay certain amounts outstanding thereunder with the net cash proceeds of certain asset sales, certain casualty events and certain issuances of These lease agreements have terms varying between one month and multiple years, and usually provide renewal options. 2013; (ix) “Acquisition Borrowings” mean the issuance of $150.0 million aggregate principal amount of 5.250% senior notes due 2022 and $450.0 million aggregate principal amount of 5.875% senior notes due 2025 to finance a portion of foreign tax consequences of exchanging the original notes for exchange notes and of holding and disposing of the exchange notes given your particular situation. Election” means Parent’s election to be, and qualification to be taxed as, a real estate investment trust for U.S. federal income tax purposes. You may obtain copies of documents that the Company files with the Securities and Exchange Commission (the authorized by us. covenant described below under “—Certain Covenants—Restrictions on Activities of Finance Corp.”); (4) Use the OUTFRONT Media interactive billboard locator to help find opportunities near your. consider any such list to be a complete set of all potential risks or uncertainties. You may also For a more complete any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Parent, such Issuer or such Subsidiary Guarantor, as the case may be, unless such Indebtedness is expressly subordinated protected in relying on instructions from DTC or its nominee for all purposes. The failure by us at any time to exercise any of the foregoing rights will not be The date of of default under the applicable agreement. As of September 30, 2015, our Consolidated Net Secured Leverage Ratio was 1.5 to 1.0. Restricted Subsidiaries; or. Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding, other than Notes beneficially owned by any Issuer or its Affiliates (including consents obtained in “Restricted Successor Company or the Parent, as applicable, and its Restricted Subsidiaries would be less than or equal to such ratio for the Parent and its Restricted Subsidiaries immediately prior to such transaction; (5) if the Parent or Capital LLC is not the Successor Company, each Guarantor (except each Guarantor that is not a Subsidiary The Indenture, the Notes and any Guarantee will be governed by and construed in accordance with the laws of the State of New York. (1) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the approvals that we must obtain in connection with the exchange offer. Further, the Issuers’ ability to repurchase the exchange notes may be limited by law. See “—Exchanges Between Regulation S Notes and Rule 144A Notes”. The terms of the Exchange Notes will include those stated in the Indenture and those made part of the Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial 815-Derivatives and Hedging; plus or minus, as applicable. A holder of an original note may tender the same by properly completing a timely confirmation of a book-entry transfer, which we refer to herein as a Book-Entry Confirmation, pursuant to the procedure described below, to the exchange “Guarantor.”. any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to that Restricted Subsidiary or its stockholders, unless such restriction with respect to the payment of dividends or similar distributions has Interest will be payable semiannually in arrears using a 360-day year account of the holder of such depository receipt; provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depository receipt from any amount received by on its Guarantee could be reduced to zero. (b) such Person, in one transaction or a series of related transactions, is merged, consolidated or amalgamated with or into, for registered exchange notes pursuant to the exchange offer, but does not purport to be a complete analysis of all the potential tax considerations relating to the exchange offer or the exchange notes. described below. “Consolidated Indebtedness” means, as of any date of determination, the sum, We will not receive any proceeds from this exchange offer. paragraph under “Certain Covenants—Limitation on Restricted Payments”; plus. The Borrowers are permitted to prepay amounts outstanding The Issuers have no present intention to engage in a transaction (3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 8-K, after Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; provided that (x) Liens securing Indebtedness permitted to be incurred pursuant to clause (4) extend only to the unless the Parent would have been permitted to designate such Subsidiary as an Unrestricted Subsidiary if a Suspension Period had not been in effect for any period, and, following the Reversion Date, such designation shall be deemed to have created A Holder may transfer or exchange Notes in accordance with the Indenture. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The interest rate on the Term Loan was fraudulent conveyance under applicable law and therefore, are limited to the amount that such Subsidiary Guarantor could guarantee without such Guarantee constituting a fraudulent conveyance; this limitation, however, may not be effective to prevent Under the registration rights agreement, we are required to allow Participating “Rating Category” means (a) with respect to S&P, any of the following categories: repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date. existing and future subsidiaries that are not and do not become Guarantors of the exchange notes. 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. In addition, we have reserved the right, notwithstanding the satisfaction of each of the foregoing conditions, The indenture governing the exchange notes permits us to engage in certain important corporate events that would that website is BASIS OF PRESENTATION AND CERTAIN DEFINED TERMS, CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS, UNITED STATES FEDERAL INCOME TAX CONSEQUENCES, POLICIES WITH RESPECT TO CERTAIN ACTIVITIES. principal amount of original notes to tender, after reading carefully this prospectus (including the documents incorporated by reference in this prospectus) and the letter of transmittal and consulting with their advisors, if any, based on their own of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case, to be an incurrence of such Indebtedness not permitted by this clause (7); (8) shares of Preferred Stock of a Restricted Subsidiary issued to the Parent or another Restricted Subsidiary, provided that any Despite our substantial indebtedness level, we and our subsidiaries may be able to incur substantially clauses (6), (8) (except to the extent made with the proceeds of the IPO) or (11), no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; provided further that, at the time of, and after period. Find outdoor advertising inventory in your ad market. arrangements; (m) the lapse or abandonment of intellectual property rights in the ordinary course of business, which in The the exchange notes and the original notes, collectively, as the notes. in compliance with the Indenture; (3) Indebtedness of the Parent and its Restricted Subsidiaries in existence on the Issue Date (other appropriate form under the Securities Act with respect to exchange notes on substantially the same terms as the original notes other than the fact that the offering of such notes has been registered under the Securities Act. 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. The reference to which cannot be amended or modified without the consent of all Holders; (5) make any Note payable in money other than that stated The exchange notes will not contain questions as to the validity of notices of withdrawals, including time of receipt, will be determined by us, and our determination will be final and binding on all parties. Restricted Subsidiaries or (iii) relating to purchase orders and other agreements entered into with customers of the Parent or any of its Restricted Subsidiaries in the ordinary course of business; (27) Liens on assets of Non-Guarantor Subsidiaries securing Indebtedness of such Non-Guarantor Subsidiary; (28) Liens on the Equity Interests of Unrestricted Subsidiaries that secure Indebtedness of such Unrestricted Subsidiaries; (29) any encumbrance or restriction (including put and call arrangements) with respect to capital stock of any joint venture or similar If since the beginning of such period any Person that subsequently became a Restricted Subsidiary or was merged with or into the Parent or any of The “Capitalized Lease Obligation” means, at the For purposes of this definition, “control” (including, with correlative meanings, the terms “controlling,” “controlled by” and “under common control. and the satisfaction of the conditions described under “—Conditions of the Exchange Offer.” Original notes may be tendered only in denominations of $2,000 and multiplies of $1,000 in excess thereof. Outfront Media's portfolio includes locations in the top markets, including New York and California. capital-raising transactions. within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuers, and the Issuers or any Guarantor has irrevocably deposited or caused to be “Officer” means Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under the Indenture, the Registration Rights Agreement, and such Subsidiary Guarantor’s related Guarantee pursuant to supplemental indentures or other documents or Indebtedness, Disqualified Stock or Preferred Stock incurred or issued as permitted under the first paragraph of this covenant and clauses (2) and (3) above and clause (13) below, or. Unit No. The expiration date is 9:00 a.m., New York City time, on the principal amount of any other such Indebtedness in default for failure to pay principal at stated final maturity (after giving effect to any applicable grace periods), or the maturity of which has been so accelerated, aggregate $50.0 million or See “Description of the Exchange Notes—Certain Covenants.”. notice as described under the heading “Repurchase at the Option of Holders—Selection and Notice” at the redemption prices (expressed as percentages of principal amount of the Notes to be redeemed) set forth below, plus accrued and The Issuers are not required to transfer or exchange any Note selected for redemption. Disqualified Stock and Preferred Stock”; and. Transferor will survive the death or incapacity of the Transferor and every obligation of the Transferor shall be binding upon the heirs, legal representatives, successors, assigns, executors and administrators of such Transferor. governing the exchange notes and the Credit Agreement contain. Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” or. person, including any beneficial owner, to whom a prospectus is delivered, upon written or oral request and without charge, a copy of any or all of the information that has been incorporated by reference in this prospectus but not delivered with Neither the Company nor the Trustee nor any of their respective agents will have any commercial bank, trust company or other nominee and who wishes to tender original notes should contact such holder promptly and instruct such holder to tender original notes on such beneficial owner’s behalf. compliance with the requirements of the principal national securities exchange on which the Notes or such Pari Passu Indebtedness, as applicable, are listed, (b) on a pro rata basis based on the amount (determined as set forth above) of the Issuers and their affiliates may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does any transaction to the extent it constitutes an Investment that is permitted and made in accordance with the provisions of the second paragraph of the covenant described under “Certain Covenants—Transactions with Affiliates” (except The Parent may designate any Subsidiary of the Parent (including any existing Subsidiary and any newly acquired or newly formed Subsidiary but million aggregate principal amount of 5.875% senior notes due 2025 in a private placement, and on March 30, 2015, the Borrowers issued $100.0 million aggregate principal amount of original notes. on the relevant interest payment date. provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request of any Holder of the Notes, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it Compare OUTFRONT Media to its competitors by revenue, employee growth … See “The Exchange Offer—Terms of the Exchange Offer.”. Any Lien created for the benefit of the Holders of the Notes pursuant to this covenant shall be deemed automatically and unconditionally provided, that the Parent or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if: (1) the “Trust Indenture Act” means the Trust Indenture Act of 1939, as amended (15 transactions in reliance on Regulation S (the “Regulation S Notes”). should carefully consider the following factors before acquiring the notes offered by this prospectus. Of this indebtedness, approximately $800.0 million is Secured Indebtedness. renewals or replacements) as a whole, or in part, of any Indebtedness secured by any Lien referred to in the foregoing clauses (6), (7), (8), (9) and this (18); provided, however, that (a) such new Lien shall be limited to all or provided for in the Indenture relating to such transaction have been complied with. While we 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, relating to the issuance of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2024. giving effect to any such incurrence, the then outstanding aggregate principal amount of all Indebtedness under this clause (1) does not exceed at any one time $2,000.0 million; (2) the incurrence by the Issuers and any Guarantor of Indebtedness represented by (a) the Notes (including any Guarantee) (other than Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation “Change of Control” means the occurrence of any of the following: (1) the sale, lease or transfer, in one or a series of related transactions, of all or substantially all of the assets of the Parent and its For the purposes of computing the ratio of exchange notes only at the direction of one or more Participants to whose account DTC has credited the interests in the global notes and only in respect of such portion of the aggregate principal amount of the exchange notes as to which such “Holder” means the Person in whose name a Note is registered on