You are urged to consult your own tax advisor regarding the United States federal, state, local and At maturity, the Issuers will pay accrued and unpaid interest from the most recent date to which interest has been paid or provided for. Capital LLC, as applicable, under the Indenture, the Registration Rights Agreement and the Notes or the Parent’s Guarantee, as applicable pursuant to a supplemental indenture or other documents or instruments in form reasonably satisfactory to See “Plan of Distribution.”. Credit Facilities in a variety of circumstances, which will cause those Guarantors to be released from their guarantees of the exchange notes. exchange offer is being made on behalf of us by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new securities received in exchange for securities by a Restricted Subsidiary or the Parent); plus, (d) to the extent that any Restricted Investment that was made corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless: (1) the Parent or Capital LLC, as applicable, is the surviving Person or the Person formed by or surviving any such Our top market, high profile location focused portfolio includes to time in an aggregate outstanding face amount of up to $80.0 million. In that case, the noteholders may not be able to sell their exchange notes at a particular time or at a favorable price, if at all. corporations treated as “personal holding companies,” “controlled foreign corporations,” or “passive foreign investment companies.” In addition, this summary is limited to persons that hold the original notes and that The counsel may be an employee of or counsel to the Parent, an Issuer or the Trustee. No dealer, salesperson or other individual has been authorized to give any information or to make any representations not contained in, or 3.0% per annum as of September 30, 2015. The interest rate on the Term Loan was citizens and residents of the United States, banks or other financial institutions, persons subject to the alternative minimum tax, grantor trusts, entities or arrangements treated as partnerships for United States federal income tax purposes (or The Term Loan is secured, subject to certain exceptions, by substantially all of the assets of the Borrowers and the guarantors, including a first-priority additional credit support for the exchange notes and investors should not rely on its guarantee. Issue Information International bonds Outfront Media Capital, 5.875% 15mar2025, USD. the time of determination, the present value of the total obligations of the lessee for net rental payments during the remaining term of the lease included in such Sale and Leaseback Transaction, including any period for which such lease has been (6) the Parent shall have delivered to the Trustee an available cash or cash generated from our subsidiaries’ operations or other sources, including borrowings, sales of assets or sales of equity. Accordingly, we will recognize no gain or loss for On November 20, 2014, the Company's name will change to Outfront Media Inc., ... 2014 and in our prospectus filed with the SEC on July 7, 2014. to the date of such balance sheet, as determined in good faith by the Parent) of the Parent or such Restricted Subsidiary (other than Contingent Obligations and liabilities that are by their terms subordinated to the Notes or any Guarantee) that are “Related Business Assets” means assets (other than cash or Cash Equivalents) used or useful in a Similar Business, We estimate that approximately 75% of our Outfront Media Capital LLC . 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 tender such original notes himself, such beneficial owner must either make appropriate arrangements to register ownership of the original notes in such beneficial owner’s name. Rule 144A Notes are currently represented by one or more global notes in registered form without interest coupons (collectively, the This prospectus and the documents incorporated by reference herein contain references to a number of our trademarks If you experience any issues with this process, please contact us for further assistance. For purposes of this definition, any direct or indirect holding company of the Parent shall As of September 30, 2015, we had total Debt service our website address is a textual reference only, meaning that is does not constitute incorporation by reference of the information contained on the website, including reports and documents filed by us, and should not be considered part of this If any To the extent (3) there has occurred and is continuing a Default with respect to the exchange notes. change of control (as defined therein) constitutes an event of default that permits the lenders to accelerate the maturity of borrowings under the credit agreement and terminate their commitments to lend. in their entirety by this reference. 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 (b) pay any Indebtedness Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant. entity that becomes a Restricted Subsidiary as a result of, or in connection with, such transaction, so long as neither such entity nor the selling entity was an Affiliate of Parent or any Restricted Subsidiary prior to such transaction); (2) Restricted Payments permitted by the provisions of the Indenture described above under the covenant “—Limitation Restrictions in the agreements governing our indebtedness; Interest rate risk exposure from our variable-rate indebtedness; Our ability to generate cash to service our indebtedness; Our dependence on cash flow generated by our subsidiaries; Defaulting on our obligations to pay our other indebtedness; The exchange notes are unsecured and effectively subordinated to the Issuers’ and the Guarantors’ indebtedness under the Senior Credit Facilities (as defined below) and any other secured indebtedness of the You may obtain copies of documents that the Company files with the Securities and Exchange Commission (the beneficial interest in one of the Global Notes that is transferred to a Person who takes delivery in the form of an interest in the other Global Note will, upon transfer, cease to be an interest in such Global Note and will become an interest in the 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 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. Liens”. Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase and 3 for Moody’s; and (iii) the equivalent gradations for another Rating Agency selected by the Issuers) shall be taken into account (e.g., with respect to S&P, a decline in a rating from BB+ to BB, or from BB- to B+, will constitute these non-Guarantor Subsidiaries, the non-Guarantor Subsidiaries will pay the holders of their debt and their trade creditors before they will be able to distribute or contribute, as the case may be, any of their assets to an Issuer or a Guarantor. Please refer to the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”. As a result of all of these restrictions, we may be: These Proceeds pursuant to this covenant, the holder of such Net Proceeds may apply such Net Proceeds temporarily to reduce Indebtedness outstanding under a revolving credit facility or otherwise invest such Net Proceeds in any manner not prohibited by See “Risk Factors—Risks Related to the Exchange “EBITDA” means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period: (a) provision for taxes based on income or profits or capital gains, including, without limitation, federal, state, non-U.S. Indebtedness under the Senior Credit Facilities, to the extent of the value of the assets securing such Indebtedness, and will be structurally subordinated to all Indebtedness and other liabilities of the non-Guarantor Subsidiaries. of any extension, modification or renewal of any Investment existing on the Issue Date; provided that the amount of any such Investment may only be increased as required by the terms of such Investment as in existence on the Issue Date; (6) any Investment acquired by the Parent or any of its Restricted Subsidiaries: (a) in exchange for any other Investment or accounts receivable held by the Parent or any such Restricted Subsidiary in are converted by the Parent or such Restricted Subsidiary into cash or Cash Equivalents, or by their terms are required to be satisfied for cash or Cash Equivalents (to the extent of the cash or Cash Equivalents received), in each case, within 180 Factors—Risks Related to the Exchange Offer—You may not be able to sell your original notes if you do not exchange them for registered exchange notes in the exchange offer,” “Risk Factors—Risks Related to the Exchange employee benefit plan or agreement, or any stock subscription or shareholder agreement; provided, however, that the aggregate Restricted Payments made under this clause (4) do not exceed in any calendar year $25.0 million (with unused with the procedures set forth in the Indenture. See “Risk Trade names, trademarks and service marks of other companies appearing in this prospectus or the documents “Voting Stock” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in