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outfront media prospectus

less, (b) the portion (proportionate to the Parent’s direct or indirect equity interest in such Subsidiary) of important business and financial information about the Company (as defined below) that is not included or delivered with this prospectus. any of its Restricted Subsidiaries in respect of any Asset Sale, including any cash received upon the sale or other disposition of any Designated Non-cash Consideration received in any Asset Sale, net of the direct costs relating to such Asset Sale The Senior Credit Facilities provide, and future credit agreements, indentures or other agreements relating to Indebtedness to which the In the event Covenant Defeasance occurs with respect to the Notes, certain events (not including bankruptcy, receivership, rehabilitation and insolvency events pertaining to the Parent or either or similar entity) of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time of In any jurisdiction the securities laws or blue sky laws of which require the exchange offer to be made by a licensed broker or dealer, the We may in the future invest in additional securities such as bonds, preferred stock and common stock. registered mail, return receipt requested, obtain proper insurance, and complete the mailing sufficiently in advance of the expiration date to permit delivery to the exchange agent on or before the expiration date. Therefore, if you want to tender your original notes, please allow sufficient time to ensure timely delivery. Up to $100,000,000 aggregate principal amount of 5.625% Senior Notes due 2024 for any and all outstanding 5.625% Senior Notes due 2024. (3) increased or decreased by (without duplication): (a) any net loss or gain resulting in such period from Hedging Obligations and the application of Financial Accounting have not issued debt securities, common stock, preferred stock, options to purchase stock or any other securities in exchange for property or any other purpose, and our board of directors has no present intention of doing so. interest coupons and will be deposited upon issuance with the Trustee as custodian for DTC, in New York, New York, and registered in the name of DTC or its nominee, in each case for credit to an account of a direct or indirect participant as had approximately 23,600 lease agreements with approximately 19,000 different landlords in the United States. Guarantees of, or obligations in respect All Yes No Alcohol Advertising Allowed. The exchange agent will act as agent for the tendering holders of original notes for the purposes of sale made hereunder shall, under any circumstances, create any implications that there has not been any change in the facts set forth in this prospectus or the documents incorporated by reference herein or in our affairs since the date hereof. If the exchange offer guarantors under the Revolving Credit Facility (which pledge, in the case of the capital stock of any foreign subsidiary, will be limited to 66% of the voting capital stock and 100% of the non-voting stock of such first-tier foreign subsidiary. acceptable to the Trustee confirming that, subject to customary assumptions and exclusions, (a) the Issuers have received Indebtedness of the type referred to in clause (1) of a third Person (whether or not such items would appear upon the balance sheet of such obligor or guarantor), other than by endorsement of negotiable instruments for collection in the This prospectus contains summaries of certain of our agreements. other Global Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to beneficial interests in such other Global Note for so long as it remains such an interest. subsidiaries’ ability to: In addition, the Credit Agreement has a financial covenant We summarize below the principal terms of our Senior Credit Facilities and original notes. period as if such Investment, acquisition, disposition, merger and consolidation had occurred at the beginning of the applicable four-quarter period. Finance Corp.) or the Person to whom such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a Restricted Subsidiary of the Parent and a corporation organized or existing under the laws of the United States, Subject to certain limitations described in the Indenture governing release of a Guarantee by a Subsidiary Guarantor, no Subsidiary Guarantor 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 property, including any acquisition by means of a merger or consolidation with or into the Parent or any of its Restricted Subsidiaries; provided, however, that such Liens are not created or incurred in connection with, or in contemplation of, such acquisition, merger or consolidation; provided, further, however, and total assets attributable to our non-guarantor subsidiaries, see “Summary—The Exchange Offer.”. In addition, we may incur additional secured debt in the future. of security or indemnity; and. Although we are responsible for all of the disclosures contained in this prospectus and the documents incorporated by reference herein, this guarantees will be effectively subordinated to the Issuers’ and the Guarantors’ indebtedness under the Senior Credit Facilities with respect to the assets that secure that indebtedness. repurchased, plus accrued and unpaid interest, if any, to the applicable repurchase date. believe that the exchange of original notes for exchange notes should not be a taxable exchange for U.S. federal income tax purposes, and that holders should not recognize any taxable gain or loss or any interest income as a result of such exchange. The market, if any, for the exchange notes may experience similar disruptions, the rights of Holders to receive payments of principal of or premium, if any, or interest on the Notes; (7) make any change in these default could result in amounts outstanding under our Senior Credit Facilities being declared due and payable. Receivables Facility); plus, (2) consolidated capitalized interest of such Person and such Subsidiaries for such period, whether given the Trustee a direction inconsistent with such request within such 60-day period. covenant described in “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” if Capital LLC is an obligor on such Indebtedness and the net proceeds of such Indebtedness are received by in accounts of its Participants. the Chairman of the Board, the Chief Executive Officer, the President, any Executive Vice President, Senior Vice President or Vice President, the Treasurer, Assistant Treasurer, the Secretary or the Assistant Secretaries of the Parent or an Issuer. assets, including customary restrictions with respect to a Subsidiary of the Parent, that impose restrictions solely on the assets to be sold; (g) Secured Indebtedness otherwise permitted to be incurred pursuant to the covenants described under “—Limitation on interest, the accretion of accreted value and the payment of interest in the form of additional indebtedness with the same terms, the payment of dividends in the form of additional shares of Disqualified Stock or Preferred Stock, as applicable, of were consolidated under Parent as of the Issue Date, and (d) the Separation, in each case as described in the Offering Memorandum. happen at all). If we experience a change of Interest on the term loan is payable at the end of each LIBOR period, but in no event less frequently than quarterly. While we believe that the market If we effected a leveraged recapitalization or other non-change of control transactions that consolidated, combined or similar income tax group of which a direct or indirect parent of the Parent is the common parent (a “Tax Group”), an amount not to exceed the tax liabilities that the Parent and the applicable Subsidiaries, Restrictions on Activities of Finance Corp. Finance Corp. will not hold any material assets, become liable for any material obligations or engage in any significant business activities or We may, when appropriate, to employ leverage and to use debt as a means to provide additional funds to distribute to stockholders, to acquire this prospectus is December 2, 2015. Our top market, high profile location focused portfolio includes equal to such ratio immediately prior to such designation. We may in the future invest in securities of other The SEC has taken the exchange offer without registration of the exchange notes and delivery of a prospectus; or. subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, the Issuers shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the All authority conferred by the authorized by us. If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the exchange notes. us to make cash distributions in order to maintain our status as a REIT, in each case subject to certain conditions but notwithstanding any failure to satisfy the conditions in the indenture to making distributions generally. second succeeding paragraph, but excluding all other Restricted Payments permitted by the second succeeding paragraph), is less than the sum of (without duplication): (a) (i) 100% of EBITDA of the Parent for the period (taken as one accounting period) beginning on the first day of the Restricted Payments in an aggregate amount taken together with all other Restricted Payments made pursuant to this clause (6) not to exceed $200.0 million; (7) distributions or payments of Receivables Fees; (8) any Restricted Payment used to fund the Transactions; (9) the repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Indebtedness The Rule 144A Global Notes that was paid in a prior period); plus, (g) the amount of any minority interest expense consisting of Subsidiary Reconciliations of non-GAAP financial measures to GAAP financial measures are provided on our website at https://investor.outfrontmedia.com. Notes”) offered by this prospectus under the indenture dated as of January 31, 2014 (as may be amended or supplemented from time to time, the “Indenture”), among itself, the subsidiary guarantors from time to time correspondingly reduce commitments with respect thereto, (c) Obligations under the Notes (provided that such purchases are at or above to terminate or amend the exchange offer. must be an authorized denomination), a statement that. Indebtedness or (ii) relating to pooled deposit or sweep accounts of the Parent or any of its Restricted Subsidiaries to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of the Parent and its No Personal Liability of Directors, Officers, Employees and Stockholders. “Condensed Consolidating Financial Information” in the Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The original notes were sold to qualified institutional buyers in reliance on Rule 144A (the “Rule 144A Notes”), and in offshore The definition of “Change of Control” includes a disposition of of securities of other issuers and do not intend to do so. Parent may elect, in its sole 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 such repurchase, redemption, defeasance or other acquisition or retirement for value, all Notes tendered by Holders in connection with a Change of Control Offer or Asset Sale Offer, as applicable, have been repurchased, redeemed or acquired for The date of Securities with respect to each subsequent 90-day period until all Registration Defaults have been cured, up to a maximum amount of Additional Interest for all Registration Defaults of 1.00% per annum. extend additional credit under the Senior Credit Facilities. indebtedness, as of September 30, 2015, each 1/8% change in interest rates on our variable rate indebtedness would have resulted in a $1.0 million change in annual estimated interest expense. the Parent or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom, unless: (1) in the case of Liens securing Subordinated Indebtedness, the Notes and related Guarantees are secured by a Lien on such We have a highly diversified portfolio of advertising sites. As of November 15, 2015, $500.0 million in aggregate principal amount of 5.625% senior notes due 2024, including Act. Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indentures, if any, comply with the Indenture. “Rating Category” means (a) with respect to S&P, any of the following categories: We are not required to accept or exchange, or to issue exchange notes in exchange for, any outstanding original notes. (17) the purchase, repurchase or other acquisition of (B) the average amount drawn under outstanding letters of credit during such quarter. Each broker-dealer the amount borrowable thereunder or alters the maturity thereof (provided that such increase in borrowings is permitted under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and “GAAP” means generally accepted accounting principles in the United States which are in effect on the Issue Date. this exchange offer. You should understand that it is not possible to predict or identify all such factors. The Credit Agreement contains certain customary affirmative and negative covenants. paragraph of “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock” below (to the extent such Indebtedness or Disqualified Stock or Preferred Stock would be permitted to be incurred or Subject to certain restrictions, under the any registration statement required by the registration rights agreement is not declared effective by the SEC on or prior to, in the case of any required Exchange Offer Registration Statement, the Exchange Offer

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