NEW YORK -- (Business Wire)
CBS Outdoor Americas Inc. (NYSE:CBSO) today announced that two of its
wholly owned subsidiaries priced a previously announced private offering
of $600 million in aggregate principal amount of senior unsecured notes,
consisting of $450 million in aggregate principal amount of new 5.875%
notes due 2025 (the “2025 notes”) and an additional $150 million in
aggregate principal amount of their existing 5.250% notes due 2022 (the
“2022 notes” and, together with the 2025 notes, the “notes”). The 2025
notes are to be sold at an issue price of 100% of the principal amount
and the 2022 notes are to be sold at an issue price of 99.5% of the
principal amount, plus accrued interest from May 15, 2014. The offering
is expected to close on October 1, 2014, subject to customary closing
conditions.
CBS Outdoor intends to use the net proceeds from the notes offering,
together with cash on hand and borrowings under its revolving credit
facility, to pay the consideration for its previously announced
acquisition of certain outdoor advertising businesses (the “Acquired
Business”) from Van Wagner Communications, LLC and to pay related fees
and expenses. If the acquisition is not consummated for any reason, the
issuers of the notes will be required to redeem the 2025 notes only at a
redemption price equal to par, plus accrued and unpaid interest, if any,
to, but not including, the date of redemption, and CBS Outdoor intends
to use the net proceeds of the 2022 notes for general corporate
purposes, which may include the repayment of a portion of its existing
indebtedness under its senior credit facilities.
The notes will be guaranteed on an unsecured senior basis by CBS Outdoor
and each of its direct and indirect subsidiaries that guarantees its
senior credit facilities.
The notes were offered and will be sold in a private placement to
qualified institutional buyers in the United States pursuant to Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”), and to non-U.S. persons in transactions outside the United States
pursuant to Regulation S under the Securities Act. The notes have not
been registered under the Securities Act and may not be offered or sold
in the United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the notes, nor shall there be any sale
of the notes in any state or other jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such state or other
jurisdiction.
Cautionary Statement Concerning Forward-Looking Statements
We have made statements in this press release that are forward-looking
statements within the meaning of the federal securities laws, including
the Private Securities Litigation Reform Act of 1995. You can identify
forward-looking statements by the use of forward-looking terminology
such as “expect,” “will,” intend,” “may” or the negative of these words
and phrases or similar words or phrases that are predictions of or
indicate future events or trends and that do not relate solely to
historical matters. You can also identify forward-looking statements by
discussions of strategy, plans or intentions related to the proposed
acquisition of the Acquired Business and the notes offering.
Forward-looking statements involve numerous risks and uncertainties and
you should not rely on them as predictions of future events.
Forward-looking statements depend on assumptions, data or methods that
may be incorrect or imprecise and may not be able to be realized. We do
not guarantee that the transactions and events described will happen as
described (or that they will happen at all). The following factors,
among others, could cause actual results and future events to differ
materially from those set forth or contemplated in the forward-looking
statements: our ability to consummate the notes offering on favorable
terms, or at all; the use of the net proceeds from the notes offering;
the closing conditions of the acquisition of the Acquired Business may
not be satisfied in the expected timeframe or at all; integrating the
Acquired Business may be more difficult, costly or time consuming than
expected and the anticipated benefits and cost savings of the
acquisition may not be fully realized; unknown risks inherent in the
acquisition, or certain assumptions with respect to the Acquired
Business that may prove to be inaccurate; termination of the purchase
agreement related to the acquisition; declines in advertising and
general economic conditions; government regulation; risks related to
future acquisitions and other strategic transactions; dependence on our
management team and advertising executives; our substantial
indebtedness; restrictions in the agreements governing our indebtedness;
incurrence of additional debt; 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;
legislative, administrative, regulatory or other actions affecting real
estate investment trusts (“REITs”), including positions taken by the
Internal Revenue Service (“IRS”); REIT distribution requirements;
availability of external sources of capital; we may face other tax
liabilities even if we remain qualified to be taxed as a REIT; complying
with REIT requirements may cause us to liquidate investments or forgo
otherwise attractive opportunities; our ability to contribute certain
contracts to a taxable REIT subsidiary; failure to meet the REIT income
tests as a result of receiving non-qualifying income; even if we remain
qualified to be taxed as a REIT, and we sell assets, we could be subject
to tax on any unrealized net built-in gains in the assets held before
electing to be treated as a REIT; the IRS may deem the gains from sales
of our outdoor advertising assets to be subject to a 100% prohibited
transaction tax; we may not be able to engage in desirable strategic or
capital-raising transactions as a result of our separation from CBS
Corporation, and we could be liable for adverse tax consequences
resulting from engaging in significant strategic or capital-raising
transactions; and other factors described in our filings with the
Securities and Exchange Commission (the “SEC”), including but not
limited to the sections entitled “Risk Factors” in our Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 2014 and in our
prospectus filed with the SEC on July 7, 2014. All forward-looking
statements in this press release apply as of the date of this press
release or as of the date they were made and, except as required by
applicable law, we disclaim any obligation to publicly update or revise
any forward-looking statement to reflect changes in underlying
assumptions or factors of new information, data or methods, future
events or other changes.
About CBS Outdoor Americas Inc.
CBS Outdoor (NYSE:CBSO) is one of the largest out-of-home
media companies in the Americas and has a major presence in top
markets throughout the United States, Canada, Mexico and South America.
With traditional billboard
and transit
outdoor advertising properties, and a network of digital displays, CBS
Outdoor gives advertisers both breadth and depth of audience across key
geographies, as well as immersive ways to connect with increasingly
mobile consumers. For more information, visit www.cbsoutdoor.com.
Contacts:
CBS Outdoor Americas Inc.
Investors:
Gregory Lundberg,
212-297-6441
greg.lundberg@cbsoutdoor.com
or
Media:
Carly
Zipp, 212-297-6479
carly.zipp@cbsoutdoor.com
Source: CBS Outdoor Americas Inc.
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