Current Report Filing (8-k)
December 18 2017 - 4:51PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 18, 2017
OUTFRONT Media Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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001-36367
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46-4494703
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification Number)
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405 Lexington Avenue, 17th Floor
New York, New York
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10174
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code:
(212) 297-6400
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On December 18, 2017, OUTFRONT Media Inc. (the Company) filed with the Securities and Exchange Commission (the
SEC) a prospectus supplement (the Prospectus Supplement) to the prospectus dated April 15, 2016, which was included in the Companys automatic shelf registration statement on Form
S-3
(File
No. 333-210788).
The Prospectus Supplement relates to the possible issuance, from time to time, of up to 1,953,407 shares of the Companys common
stock, par value $0.01 per share, in exchange for Class A equity interests (the Class A Shares) of Outfront Canada Holdco LLC, a subsidiary of the Company that controls its Canadian business, that may be tendered for
redemption. The issuance of the Class A Shares was previously disclosed in the Companys Current Report on Form
8-K
filed with the SEC on June 14, 2017.
Registration of shares of the Companys common stock pursuant to the Prospectus Supplement does not necessarily mean that any of the
holders of the Class A Shares will exercise their redemption rights or that, upon any such redemption, the Company will elect, in its sole and absolute discretion, to issue shares of its common stock instead of paying a cash amount.
Item 9.01 Financial Statements and Exhibits.
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(d)
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Exhibits. The following exhibits are filed herewith:
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Exhibit
Number
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Description
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5.1
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Opinion of Venable LLP.
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8.1
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP regarding tax matters.
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23.1
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Consent of Venable LLP (included in Exhibit 5.1).
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23.2
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 8.1).
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EXHIBIT INDEX
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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OUTFRONT MEDIA INC.
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By:
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/s/ Donald R. Shassian
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Name:
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Donald R. Shassian
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Title:
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Executive Vice President and
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Chief Financial Officer
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Date: December 18, 2017
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