OUTFRONT Media Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
$OUT
Real Estate Investment Trusts
Real Estate
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 14, 2024
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Item 1.01 | Entry into a Material Definitive Agreement. | ||||
As previously disclosed, OUTFRONT Media Inc. (the “Company”) and certain subsidiaries of the Company entered into a revolving accounts receivable securitization facility (as previously amended and as amended by the Amendment (as defined below), the “AR Facility”) with MUFG Bank, Ltd., as a committed purchaser, group agent and administrative agent (“MUFG”), which terminates in May 2025.
On June 14, 2024, the Company, certain subsidiaries of the Company and MUFG entered into an Amendment No. 8, dated as of June 14, 2024 (the “Amendment”), to the Amended and Restated Receivables Purchase Agreement, dated as of July 19, 2019 (as previously amended and as amended by the Amendment, the “Amended and Restated RPA”), by and among Outfront Media LLC, Outfront Media Receivables LLC, Outfront Media Receivables TRS, LLC, MUFG, the other parties thereto from time to time as purchasers and group agents, and Gotham Funding Corporation, pursuant to which the Company (a) extended the term of the AR Facility so that it will now terminate on June 14, 2027, unless further extended; and (b) modified the upfront fee and modified the program fee so that the program fee may increase or decrease based on the Company’s Consolidated Net Secured Leverage Ratio (as defined in the credit agreement governing the Company’s senior secured credit facilities). The remaining terms of the Amended and Restated RPA are substantially the same as the terms under the previous version of this agreement, including with respect to termination events and loan acceleration.
In connection with the AR Facility, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s taxable real estate investment trust subsidiaries (“TRSs”) (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified real estate investment trust subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and, together with the QRS SPV, the “SPVs”). The SPVs may transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company. Outfront Media LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.
The SPVs pay Yield (as defined in the Amended and Restated RPA) at the then applicable Yield Rate (as defined in the Amended and Restated RPA) with respect to amounts advanced by the Purchasers under the AR Facility. The Company is also required to pay an upfront fee, a program fee, and a commitment fee in connection with the AR Facility.
The Amended and Restated RPA contains customary representations and warranties, affirmative and negative covenants, and termination events provisions, including but not limited to those providing for the acceleration of amounts owed under the AR Facility if, among other things, the SPVs fail to pay Yield or the Originators fail to pay interest or other amounts due, the SPVs or the Originators become insolvent or subject to bankruptcy proceedings or certain judgments, or the SPVs or the Originators breach certain representations and warranties or covenants.
The foregoing descriptions of the Amendment and the Amended and Restated RPA are qualified in their entirety by reference to the Amendment (which includes the Amended and Restated RPA), a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registration. | ||||
The information contained in Item 1.01 is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits. The following exhibits are filed herewith:
| Exhibit Number | Description | |||||||
| 10.1 | Amendment No. 8 to Amended and Restated Receivables Purchase Agreement, dated as of June 14, 2024, by and among OUTFRONT Media Inc., Outfront Media LLC, Outfront Media Receivables LLC, Outfront Media Receivables TRS, LLC, MUFG Bank, Ltd., the other parties thereto from time to time as purchasers and group agents, and Gotham Funding Corporation. | |||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
EXHIBIT INDEX
| Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||
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.
OUTFRONT MEDIA INC. | ||||||||||||||
By: | /s/ Matthew Siegel | |||||||||||||
Name: | Matthew Siegel | |||||||||||||
Title: | Executive Vice President and | |||||||||||||
Chief Financial Officer | ||||||||||||||
Date: June 14, 2024