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giving effect to, any Restricted Payment permitted under clause (12) (except to the extent made with the proceeds of the IPO), no Event of Default described under clause (1), (2) (without giving effect to the grace period set forth Subsidiary, such Subsidiary shall be included in the definition of “Restricted Subsidiary.” For the avoidance of doubt, each of the Issuers shall constitute a Restricted Subsidiary under the Indenture, and neither Issuer may be designated Each broker-dealer that receives exchange notes for its own account in exchange for original notes, where such original notes were acquired by 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 Please refer to the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”. during any period in which the exchange notes are rated investment grade by both Moody’s and Standard & Poor’s. You may obtain copies of documents that the Company files with the Securities and Exchange Commission (the of $2,000 and integral multiples of $1,000 in excess thereof and such Pari Passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof, plus accrued exchange agent, and by timely public announcement communicated in accordance with applicable law or regulation. will be no fixed record date for determining the eligible holders of the original notes who are entitled to participate in the exchange offer. 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 shall not have been waived by us; and. of the Voting Stock of the Parent (directly or through the acquisition of voting power of Voting Stock of any direct or indirect parent company of the Parent); (3) during any period of two consecutive years, individuals who at the beginning of such period were members of the Board of Directors of the Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; or, (b) Subordinated Indebtedness in Your ability to transfer ownership of these interests will be effected only through, records maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the global notes). The registrar and the Trustee may require a Holder to furnish In the future, we may enter into interest rate swaps that involve the exchange of floating for fixed rate interest payments in order to reduce future interest rate volatility. Accordingly, we will recognize no gain or loss for 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, The transfer of record ownership may take considerable time. Credit ratings are not recommendations to purchase, hold or sell the exchange notes. The Company’s guarantee of the exchange notes may not provide any additional credit support for the exchange notes. CBS Outdoor Americas Inc., the outdoor advertising subsidiary of CBS Corporation, today announced the pricing of its initial public offering ("IPO") of 20 million shares of its common stock at a price to the public of $28.00 per share. Guarantor under the Indenture, or to secure the Obligations thereunder; (11) to conform the text of the Indenture, the Guarantees or the The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness A debtor will generally not be considered to have received value in connection with a debt offering if the debtor uses the proceeds to make a will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) that secures obligations under any Indebtedness or any related guarantee, on any asset or property of the Indenture. Holders will be required to pay all taxes due on transfer. number of restrictive covenants that impose significant operating and financial restrictions on us and our subsidiaries and limit our ability to engage in actions that may be in our long-term best interests, including restrictions on our and our For purposes of this definition, interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably “Consolidated Leverage Ratio” means, as of any date of determination, the ratio of: (1) the Consolidated Indebtedness of the Parent and its Restricted Subsidiaries on such date, to. shareholder agreements, stock ownership plans and other similar plans, polices, contracts or arrangements established in the ordinary course of business or approved by Parent in good faith; (q) any surrender or waiver of contract rights or the settlement, release, recovery on or surrender of contract, tort or other Any such pro forma calculation may include adjustments appropriate, in the reasonable determination of the Parent as set forth in an Officer’s Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. an Unrestricted Subsidiary shall be valued at its fair market value at the time of such transfer, as determined in good faith by the Parent. On January 31, 2014, the Borrowers also entered into a $425.0 million Revolving Credit Facility, which matures in 2019, pursuant to the The We will be deemed to have accepted validly tendered original notes when, as and if we To the extent such Indebtedness or Disqualified Stock or Preferred Stock and 100% of the non-voting stock of such first-tier foreign subsidiary). such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; and. “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”). ... 2014 and in our prospectus filed with the SEC on July 7, 2014. 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 transactions had occurred at the beginning of the applicable four-quarter period, (a) the Successor Company or the Parent, connection with paying cash in lieu of fractional shares of such Equity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of the Parent or Under federal bankruptcy law and comparable provisions of state fraudulent transfer or conveyance laws, which may vary from state to state, the Find billboard locations for your next out of home campaign. responsibility for the performance by DTC or the Participants or Indirect Participants of their respective obligations under the rules and procedures governing their operations. Only a holder of the original notes, or the holder’s See “Description of the Exchange Notes—Mandatory Redemption; Offers to Purchase; Other If we are not in compliance with our obligations under the registration rights agreement, additional interest will accrue on the original notes in addition to the interest that otherwise is due on the original notes. “Additional Interest” means all additional interest then owing pursuant to the Registration Rights Agreement. government with maturities of 24 months or less from the date of acquisition; (4) certificates of deposit, time deposits and dollar time payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. purposes. Accordingly, in certain circumstances there may be a degree of uncertainty as to whether a particular transaction would involve a disposition of “substantially all” of our assets. (with the fair market value of each Investment being measured at the time made and without giving effect to subsequent changes in value); (13) Investments in a Receivables Subsidiary or any Investment by a Receivables Subsidiary in any Person that, in the good faith determination dividend or distribution, no Event of Default of the type described in clauses (1), (2) (without giving effect to the grace period set forth therein) or (6) under the heading “Events of Default and Remedies” below shall have minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. In addition, the Issuers may, at their option and at any time, elect to have their obligations and those of each Guarantor released with Sales.”, Investment in the notes involves risks. Assets” or any disposition that constitutes a Change of Control pursuant to the Indenture or (2) any Subsidiary Guarantor to the extent that such disposition is made to a Person who either (A) is an Issuer or a Guarantor or the reasonable good faith determination of the Parent are not material to the conduct of the business of the Parent and its Restricted Subsidiaries taken as a whole; (n) the granting of Liens not prohibited by the Indenture; (p) an issuance of Equity Interests pursuant to benefit plans, employment agreements, equity plans, stock subscription or The Indenture provides that None of us, the exchange agent or any other person will be under any duty to give notification of any defects or irregularities in tenders or shall incur any liability for failure to give any such notification. such Person guaranteeing any leases, dividends or other obligations that do not constitute Indebtedness (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether (c) as a result of the settlement, securities with a constant maturity (as compiled and published in the most recent Federal Reserve Statistical Release H.15 (519) that has become publicly available at least two Business Days prior to the Redemption Date (or, if such Statistical Indenture, the Issuers will comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations described in such Indenture by virtue thereof. the primary obligor, or. apply to the issuance of the exchange notes and the incurrence of the guarantees of the exchange notes. Subsidiaries on a consolidated basis, shown on the most recent balance sheet of the Parent and its Restricted Subsidiaries as may be expressly stated without giving effect to any amortization of the amount of intangible assets since the Issue Date, Facilities. Our telephone number is (212) 297-6400. case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuers shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, in which assets (including by way of a Sale and Lease-Back Transaction) of the Parent or any of its Restricted Subsidiaries (each referred to in this definition as a “disposition”); or. The Borrowers are permitted to prepay amounts outstanding We do not intend to list the exchange notes on any securities exchange or to seek approval through any automated quotation system, and no active public market are governed by a credit agreement, dated as of January 31, 2014 (the “Credit Agreement”). of the terms of the relevant agreements. As a result of all of these restrictions, we may be: These We may require additional A court would likely find that a Guarantor did not receive reasonably equivalent value or fair consideration for its guarantee to the extent such Guarantor did not obtain a reasonably equivalent See “Risk maturity date of the Notes or the date the Notes are no longer outstanding; provided, however, that only the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at the federal income tax (such as the gift tax, the estate tax and the Medicare tax) or the effect of any applicable state, local or foreign tax laws. Any future lowering of our ratings likely would make it more difficult or more expensive for us to obtain additional debt financing. if Finance Corp. is not the Successor, each Guarantor, unless it is the other party to the transactions described above, shall have by supplemental indenture confirmed that its Guarantee shall apply to such Person’s obligations under the If we do not receive your original notes and other required documents by the expiration date of the exchange offer, we will not accept your See “Description of the Exchange Notes—Certain Covenants.”. 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, further that cancellation of Indebtedness owing to the Parent or any Restricted Subsidiary from members of management of the Parent or any of the Parent’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of the also true at the time thereof: As a general matter, value is given for a transfer or an obligation if, in exchange for the transfer or obligation, property is transferred or prior to or simultaneously with the event for which the calculation of the Consolidated Leverage Ratio is made (the “Consolidated Leverage Ratio Calculation Date”), then the Consolidated Leverage Ratio shall be calculated giving pro Media. any Event of Default specified in clause (4) above, such Event of Default and all consequences thereof (excluding any resulting payment default, other than as a result of acceleration of the Notes) shall be annulled, waived and rescinded, incurred by these subsidiaries. that the person withdrawing the tender has succeeded to the beneficial ownership of the original notes being withdrawn. To the extent the covenants are subsequently reinstated, any such actions taken while the covenants were suspended 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. Out-of-home media advertising focuses on marketing to consumers when they are “on-the-go” in public places, in transit, … 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 restrictions could hinder our ability to grow in accordance with our strategy or inhibit our ability to adhere to our intended distribution policy and, accordingly, may cause us to incur additional U.S. federal income tax liability beyond current trust or limited liability company organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof (such Person, as the case may be, being herein called the (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 certificates will be shown on, and transfer of the global certificates will be effected only through, records maintained by DTC and its participants. comprised of twelve 30-day months in cash to Holders of record at the close of business on the May 1 or November 1 immediately preceding the interest payment date, on May 15 and November 15 of each year, commencing the extent such laws or regulations are applicable in connection with the repurchase of Notes pursuant to a Change of Control Offer. Consequently, the ability to transfer beneficial interests in a global note to such Persons will be limited to that extent. notes. management equity plan or stock option plan or any other management or employee benefit plan or agreement or any stock subscription or shareholder agreement, to the extent that such cost or expenses are funded with cash proceeds contributed to the otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (11) Liens securing Hedging Obligations so long as, in the Notes, the principal amount of Notes tendered for purchase, and a statement that such Holder is withdrawing its tendered Notes and its election to have such Notes purchased; (6) that if the Holders tender less than all of the Notes, the Holders of the remaining Notes will be issued new Notes and such new Notes will Equity Interests of the Parent; provided, however, that this clause (b) shall not include the proceeds from accelerated. Guarantees of the Notes will be a general unsecured obligation of each Guarantor, will be pari passu in right of payment with all existing and future Indebtedness and all other obligations (other than Subordinated Indebtedness) of each such “Restricted (b) Obligations under Pari Passu Indebtedness that is secured by a Lien, which Lien is permitted by the Indenture, and to legal representative or attorney-in-fact, whose ownership is reflected in the records of Deutsche Bank Trust Company Americas, as registrar, or whose original notes are held of record by the depositary, may participate in the exchange offer. Except as described below, owners of an interest in the global notes will not have exchange notes registered in their names, will not References in this description to the “Offering Memorandum” refer to the offering memorandum dated January 16, 2014, relating consent, waiver or amendment of any of the terms or provisions of the Indenture or the Notes unless such consideration is offered to be paid to all Holders of the Notes that consent, waive or Exchange Act. “Treasury Rate” means, as of any Redemption Date, the yield to maturity as of such Redemption Date of United States Treasury all Notes accepted for payment pursuant to the Change of Control Offer will cease to accrue interest on the Change of Control Payment Date; (5) that Holders will be entitled to withdraw their tendered Notes and their election to require the Issuers to purchase such Notes, Holders of a majority in principal amount of the outstanding Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. Credit Agreement. The exchange notes will be fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect subsidiaries that guarantees the Senior Credit Facilities. commitment (an “Acceptable Commitment”); and provided further that if any Acceptable Commitment is later cancelled or terminated for any reason before such Net Proceeds are applied, then such Net Proceeds shall constitute Excess exclusively in investments of the type described in clauses (1) and (2) which fund may also hold immaterial amounts of cash pending investment or distribution; and. goods, equipment and services entered into in the ordinary course of business; (11) transactions in which the Parent or We hereby incorporate by reference into this prospectus the following documents or information filed with the SEC: All documents we file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act 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. valuation, less the amount of cash or Cash Equivalents received in connection with a subsequent sale or conversion of or collection on such Designated Non-cash Consideration. On the Change of Control Payment Date, the Issuers will, to the extent permitted by law. making it more difficult for us to satisfy our obligations with respect to the exchange notes and our other debt; requiring us to dedicate a substantial portion of our cash flow from operations to payments on indebtedness, thereby reducing the availability of cash flow to fund acquisitions, working capital, capital expenditures, You may also (2) any other matter relating to the actions and practices of DTC or any of its General risks either generally or under specific contingencies. Notices given by publication will be deemed given on the first date on which publication is made and notices given by first-class mail, postage The Indenture provides that the Parent will not, and will not permit any Issuer or any Subsidiary Guarantor to, directly or indirectly, incur in the global notes who are not Participants may hold their interests therein indirectly through organizations which are Participants in such system. Declines in advertising and general economic conditions; Our inability to increase the number of digital advertising displays in our portfolio; Taxes, fees and registration requirements; Our ability to obtain and renew key municipal concessions on favorable terms; Decreased government compensation for the removal of lawful billboards; Content-based restrictions on outdoor advertising; Environmental, health and safety laws and regulations; Acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations; Consummating the sale of our equity interests in certain of our subsidiaries, which hold all of the assets of our outdoor advertising business in Latin America, may be more difficult, costly or time consuming than The obligations of each Subsidiary Guarantor under its Guarantee will be limited as necessary to prevent such Guarantee from constituting a offer will be exchanged for an equal principal amount of the exchange notes. less, (b) the portion (proportionate to the Parent’s direct or indirect equity interest in such Subsidiary) of to be incurred subsequent to the Issue Date pursuant to the provisions of the covenant described under “—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock”; (j) customary provisions in joint venture agreements or arrangements and other similar agreements or arrangements relating limited to any specific percentage of our assets or to any specific type(s) of securities. §§ 77aaa-77bbbb). securities issued or directly and fully and unconditionally guaranteed or insured by the U.S. government or any agency or instrumentality thereof, the securities of which are unconditionally guaranteed as a full faith and credit obligation of such The Issuers may not be able to repurchase the exchange notes upon a change of control repurchase 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. The Issuers may redeem some or all of the notes at any time, or from time to time, on or after February 15, 2019, at the prices and as described under the caption “Description of the Exchange Notes—Mandatory Redemption; Offers to that we are not treated as an “investment company” under the Investment Company Act of 1940, as amended. Interest on the term loan is payable at the end of each LIBOR period, but in no event less frequently than quarterly. than 6.0 to 1.0. (2) any Indebtedness of a Guarantor which is by its terms subordinated in right of payment to the Guarantee of such entity. 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). matters. additional Investments having an aggregate fair market value (as determined in good faith by the Parent), taken together with all other Investments made pursuant to this clause (12) that are at that time outstanding (without giving effect to the preceding paragraph will be deemed to constitute “Excess Proceeds.” When the aggregate amount of Excess Proceeds exceeds $50.0 million, the Issuers, the Parent or any other Restricted Subsidiary shall make an offer to all Holders of ordinary course of business; (32) Liens incurred to secure cash management services or to implement cash pooling arrangements in the business, the industries in which we operate, the economy and governmental regulations.” Our board of directors may limit our debt incurrence to be more restrictive than our debt covenants allow and from time to time may modify these permits to display advertising thereon and (iii) lease the underlying sites. consultants of the Parent or any of its Restricted Subsidiaries and employment agreements, benefit plans, equity plans, stock option and stock ownership plans and other similar arrangements with such employees, directors or consultants which, in obtain timely delivery of this information, you must request the information no later than December 23, 2015, which is five business days before the expiration of the exchange offer. policies received by the Parent or any of its Restricted Subsidiaries after the Issue Date; less. (8) the other instructions, as determined by the Issuers, consistent with the covenant described hereunder, that a Holder must follow. Our business may not generate cash flow from operations in an amount sufficient to enable us to pay our indebtedness, including the exchange

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