Indebtedness represented by such guarantee or letter of credit, as the case may be, was in compliance with this covenant. The initial purchasers of the original notes have advised us that they intend to make a market in the exchange notes, as permitted by applicable laws and regulations. For purposes of this definition, any direct or indirect holding company of the Parent shall The exchange notes will not contain amounts are presented in, U.S. the custodian in respect of the Government Securities or the specific payment of principal of or interest on the Government Securities evidenced by such depository receipt. obligation upon the exercise or vesting of a grant or award that was granted or awarded to an employee; (6) other 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 “Restricted proceed with the exchange offer; there has occurred a material adverse development in any existing action or proceeding that might impair our ability to proceed with the exchange offer or otherwise make it inadvisable to proceed with the exchange Our This exchange offer is not conditioned on any minimum aggregate principal amount of original notes being tendered in the exchange offer. The exchange offer is not conditioned upon any minimum principal amount of original notes being tendered for exchange. “we,” “our,” “us,” “ourselves,” and “our company” mean OUTFRONT Media Inc. (formerly known as CBS Outdoor Americas Inc.), a Maryland corporation, and unless the context requires otherwise, its The Company expects that secondary trading in any certificated notes will also be settled in immediately available funds. See “United Beginning on the day of a Covenant Suspension Event and continuing with respect to the Notes; (2) Holders of at least 25% in principal amount of the total outstanding Notes have requested the disposition, merger, consolidation or other action being given pro forma effect (which will be added to EBITDA as so projected until fully realized and calculated on a pro forma basis as though such cost savings, operating expense any Restricted Subsidiary, as the case may be, delivered to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the Parent or such Restricted Subsidiary from a financial point of view or meets the agreement; (25) Liens encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to commodity due and payable, upon redemption, acceleration or otherwise, of principal of, or premium, if any, on the Notes; (2) default for 30 days pursuant to a Change of Control Offer will have the status of Notes issued but not outstanding or will be retired and canceled at the option of the Issuers. DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a Person having beneficial interests in a global note to pledge such interests to Persons that do not participate in the DTC system, or of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the determination of such amount of Indebtedness; provided that the Incurrence of the not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The Successor will succeed to, and be substituted for, Finance Corp. under the Indenture, the Registration Rights Agreement and the Notes, the exchange offer. final and binding upon all parties. The Our ability to refinance or restructure our debt will depend on the condition of the capital markets and our financial A As a result of all of these restrictions, we may be: These The market for the exchange notes, if any, may be subject to similar disruptions. incurred by these subsidiaries. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public To the extent that the provisions of any securities laws or regulations conflict with the provisions of the permitted during the pendency of any single Event of Default. BB, B, CCC, CC, C and D (or equivalent successor categories); (b) with respect to Moody’s, any of the following categories: Ba, B, Caa, Ca, C and D (or equivalent successor categories); and (c) the equivalent of any such category of The it is required to be effective under the registration rights agreement without being succeeded within one business day by a post-effective amendment to such. debt security that is convertible into, or exchangeable for, Capital Stock. the terms of the instrument governing the Subordinated Indebtedness being so purchased, redeemed, defeased, repurchased, acquired or retired and any fees and expenses incurred in connection with the issuance of such new Indebtedness; (b) such new Indebtedness is subordinated to the Notes or the applicable Guarantee at least to the same extent as such Issuers and their affiliates may acquire Notes by means other than a redemption, whether by tender offer, open market purchases, negotiated transactions or otherwise, in accordance with applicable securities laws, so long as such acquisition does any Restricted Subsidiary that is not a Guarantor shall be excluded if the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of its Net Income is. We have a diversified base of customers across various industries. Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee of the Notes substantially to the same extent as In the event of such default, the holders of such indebtedness could ... 2014 and in our prospectus filed with the SEC on July 7, 2014. (iii) (3) such Restricted Payment, together with the aggregate amount of all that if a Change of Control Repurchase Event occurs after the Issue Date, unless the Issuers have previously or concurrently mailed a redemption notice with respect to all the outstanding Notes as described under “Optional Redemption,” the The original notes were issued in registered, global form in minimum denominations of $2,000 and integral multiples of $1,000 in excess of $2,000. The exchange agent will return the properly withdrawn original notes promptly following receipt of notice of withdrawal. described under “—Limitation on Restricted Payments” had been in effect since the Issue Date and throughout the Suspension Period. To the extent that any such agreement is attached as an exhibit to this registration statement, we will make a copy of such agreement available to you upon request. upheld as intended. In the case of clause (1) above, the Successor Person will succeed to, and be substituted The expenses to be incurred in connection with the exchange offer, including Control or (b) public notice of the occurrence of a Change of Control or of the intention by the Issuers to effect a Change of Control. registration statement that cures such failure and that is itself declared effective on the same business day of its filing (each such event referred to in clauses (1) through 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 accelerated. to the issuance of $400.0 million aggregate principal amount of 5.625% Senior Notes due 2024. at least $1.00 of additional Indebtedness pursuant to the Consolidated Leverage Ratio test described in the first paragraph under “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred “Rating Agencies” means Moody’s and S&P or if other institutional lenders or investors that replace, refund or refinance any part of the loans, notes, other credit facilities or commitments thereunder, including any such replacement, refunding or refinancing facility or indenture that increases Issuers are not required to issue, transfer or exchange any Note for a period of 15 days before the mailing of a notice of redemption of Notes to be redeemed. to determine whether or not the Issuers or the Guarantors were insolvent at the relevant time or, regardless of the standard that a court uses, whether the exchange notes or the guarantees would be subordinated to the Issuers or any of the “Transactions” means (a)(i) the issuance and sale of the Notes pursuant to the Offering Memorandum, (ii) the entering on Restricted Payments” and Permitted Investments; (3) the payment of reasonable and customary fees and compensation with the procedures set forth in the Indenture. Exchange Act. certain defined terms used in the Indenture. If a Guarantee time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in subject to the information reporting requirements 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. SEC; provided, however, that broker-dealers, or Participating Broker-Dealers, receiving exchange notes in the exchange offer will have a prospectus delivery requirement with respect to resales of such exchange notes. deducted (and not added back) in computing Consolidated Net Income (including (a) amortization of original issue discount resulting from the issuance of Indebtedness at less than par, (b) all commissions, discounts and other fees and government with maturities of 24 months or less from the date of acquisition; (4) certificates of deposit, time deposits and dollar time Indenture and the Notes. its rating agency business. Notes at maturity or the redemption date, as the case may be. As of September 30, 2015, our Consolidated Total Leverage Ratio was 5.1 to 1.0. customary conditions that we may waive. Noteholders may not be able to determine Your ability to transfer The ownership interests in, and transfers of ownership interests in, each security held by or on behalf of DTC are recorded on the records of To the extent the covenants are subsequently reinstated, any such actions taken while the covenants were suspended interest has been paid on such original note, from the date of its original issue. offer is voluntary and you should consider carefully whether to accept. We are not required to accept or exchange, or to issue exchange notes in exchange for, any outstanding original notes. As of September 30, 2015, $1.5 million remains unamortized. in clauses (a) through (k) above; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Parent, no more acquisition; (9) Investments with average maturities of 12 months or less from the date of acquisition in money market funds rated Consequently, you If sent by mail, we recommend that you use deposited with the Trustee as trust funds in trust solely for the benefit of the Holders of such Notes cash in U.S. dollars, Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any (4) of the third paragraph under the caption “Limitation on Restricted Payments.”. 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. tendered and not withdrawn under such Change of Control Offer. mean the issuance of $400.0 million aggregate principal amount of 5.250% senior notes due 2022 and $400.0 million aggregate principal amount of 5.625% senior notes due 2024 and borrowings under the Term Loan (as defined below) on January 31, and Conditions of the Letter of Transmittal. (3) sell, lease or transfer any of its properties or assets to the Parent or any of its This prospectus, any applicable prospectus supplement and any applicable free writing prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they relate. reductions, other operating improvements and initiatives and synergies had been realized on the first day of such period), net of the amount of actual benefits realized during such period from such actions; provided that (x) all steps 148 Outfront Media reviews. that was paid in a prior period); plus, (g) the amount of any minority interest expense consisting of Subsidiary of business that the Parent or any of its Restricted Subsidiaries has determined to make and/or made during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Consolidated Leverage Securities of or At Outfront Media Inc., we promise to treat your data with respect and will not share your information with any third party. If we breach our covenants under the credit agreement governing the Senior Credit Facilities and seek a waiver, we may not be able to obtain a waiver from the required lenders. creditor upon such judgment or decree which is not promptly stayed; (6) certain events of bankruptcy or insolvency with respect to the the Transactions; (6) transactions with customers (including leases or other arrangements for the designation of any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; or, (d) the Issuers exercising their legal of the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and pronouncements of the IRS, all as in effect as of the is incurred which is not less than the remaining Weighted Average Life to Maturity of the Indebtedness, Disqualified Stock or Preferred Stock being refunded or refinanced, (B) to the extent such Refinancing Indebtedness refinances (i) Indebtedness subordinated or pari passu to the Notes or any institute foreclosure proceedings against our assets; and we could be forced into bankruptcy or liquidation. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. A tender will be deemed to have been received as of the date when the tendering holder’s timely Book-Entry Confirmation is received by exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted Subsidiary to: (1) (a) pay dividends or make any other distributions to the Parent or any of its Restricted Subsidiaries on its Capital within the meaning of the Securities Act. immediately. See “The Exchange Offer—Purpose of the Exchange Offer.”, Under registration rights agreement applicable to the original notes, we have agreed to use our commercially reasonable best efforts to consummate the exchange offer or cause the original notes to be registered under the Securities Act to permit extended, renewed, restated or refunded from time to time, the Obligations of which are non-recourse (except for customary representations, warranties, covenants and indemnities made in connection with such facilities) to the Parent or any of its $400.0 million aggregate principal amount of 5.625% senior notes due 2024 in a private placement. (i) incurs, assumes, guarantees, redeems, retires or extinguishes any Indebtedness or (ii) issues or redeems Disqualified Stock or Preferred Stock subsequent to the period for which the Consolidated Leverage Ratio is being calculated but Out-of-home media advertising focuses on marketing to consumers when they are “on-the-go” in public places, in transit, … described above under “Certain Covenants—Limitation on Restricted Payments”; (d) any disposition of assets Subject to certain exceptions, the Term Loan requires the Borrowers to prepay certain amounts outstanding thereunder with the net cash proceeds of certain asset sales, certain casualty events and certain issuances of (W) Refunding Capital Stock (as defined below), (X) Equity Interests, Indebtedness or Disqualified Stock of the Parent or Capital LLC sold to a Restricted Subsidiary or the Parent or (Y) Disqualified Stock or Indebtedness that has reference into, this prospectus, including statements in the following risk factors, constitute forward-looking statements. regulatory obligations or as a result of any such employee’s termination, death or disability; provided, further, however, that any class of Capital Stock of such Person that by its terms authorizes such Person to satisfy its obligations 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 “Permitted Asset directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently, or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to any While any obligations under the Senior Credit Facilities remain outstanding, any guarantee of the exchange notes by a subsidiary Guarantor may Therefore, sufficient funds may not be available when necessary to make any required repurchases. 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 Issuer or a Guarantor to a Non-Guarantor Subsidiary (other than the Issuers) is expressly subordinated in right of payment to the Notes or the applicable Guarantee, as applicable; and provided further that any subsequent issuance or transfer (1) any Indebtedness of an Issuer which is by its terms subordinated in right of payment to the Notes, and. If we default on our obligations to pay our other indebtedness, we may not be able to make payments on the exchange notes. “Consolidated Indebtedness” means, as of any date of determination, the sum, 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 such Pari Passu Indebtedness shall select such Pari Passu Indebtedness to be purchased (a) if the Notes or such Pari Passu Indebtedness are listed on any national securities exchange, in 144A(d)(4) under the Securities Act. and severally unconditionally Guarantee, on an unsecured senior basis, the performance and full and punctual payment when due, whether at maturity, by acceleration or otherwise, of all obligations of the Issuers under the Indenture and the Notes, (b) acquire properties (other than working capital), (c) make capital expenditures or (d) acquire other assets (other than working capital) that, in the case of each of (a), (b), (c) and (d) are either (x) used or

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