Item 1.01
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Entry into a Material Definitive Agreement.
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On November 21, 2017, OUTFRONT Media
Inc. (the Company) entered into an ATM Equity Offering
SM
Sales Agreement (the Sales Agreement), among the Company and Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as sales agents (each a Sales
Agent and, collectively, the Sales Agents). Under the terms of the Sales Agreement, the Company may, from time to time, issue and sell shares of its common stock, par value $0.01 per share (the Common Stock), having an
aggregate offering price of up to $300,000,000, through the Sales Agents as either agents or principals.
Sales of the Common Stock, if
any, may be made in negotiated transactions or transactions that are deemed to be
at-the-market
offerings as defined in Rule 415 under the Securities Act of
1933, as amended, including sales made directly on or through the New York Stock Exchange and any other existing trading market for the Common Stock, or sales made to or through a market maker other than on an exchange.
Each Sales Agent will receive a commission not to exceed 2.0% of the gross sales price per share for any shares sold through it as the
Companys Sales Agent under the Sales Agreement. Under certain conditions, the Company has agreed to reimburse all of the reasonable expenses that each Sales Agent incurs in connection with the offer and sale of the Common Stock. The Company
has no obligation to sell any of the Common Stock under the Sales Agreement and may at any time suspend solicitations and offers under the Sales Agreement.
The Company intends to use the net proceeds, if any, from the sale of the Common Stock pursuant to the Sales Agreement for general corporate
purposes, which may include the repayment, refinancing, redemption or repurchase of existing indebtedness or capital stock, working capital, capital expenditures, acquisitions of outdoor advertising assets and businesses and other related
investments.
The Common Stock will be offered and sold pursuant to the Companys shelf registration statement on Form
S-3
(File No.
333-210788)
filed on April 15, 2016 with the Securities and Exchange Commission (the SEC). The Company filed a prospectus supplement, dated
November 21, 2017, to the prospectus, dated April 15, 2016, with the SEC in connection with the offer and sale of the Common Stock.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the Sales Agreement, a copy of which is filed as
Exhibit 1.1 to this Current Report on Form
8-K
and is incorporated herein by reference.