Outfront Media Inc.

09/25/2025 | Press release | Distributed by Public on 09/25/2025 04:08

Material Agreement, Financial Obligation, Management Change/Compensation (Form 8-K)

Item 1.01
Entry into a Material Definitive Agreement.
On September 24, 2025, OUTFRONT Media Inc. (the "Company"), along with its wholly-owned subsidiaries, Outfront Media Capital LLC and Outfront Media Capital Corporation (together, the "Borrowers"), and the other guarantors party thereto (together with the Company, the "Guarantors"), entered into a credit agreement, dated as of September 24, 2025 (the "Credit Agreement"), with Wells Fargo Bank, National Association, as administrative agent, collateral agent, swing line lender and an L/C issuer, and the other lenders party thereto from time to time, to refinance the Company's existing senior secured credit facilities (the "Refinancing").
The Credit Agreement provides for an aggregate borrowing amount of $1.0 billion, consisting of a $500.0 million revolving credit facility (the "Revolving Credit Facility") and a $500.0 million term loan (the "Term Loan"). The Revolving Credit Facility will mature on September 24, 2030, and the Term Loan will mature on September 24, 2032. The proceeds from the Revolving Credit Facility and the Term Loan will be used to repay in full all outstanding obligations under the Company's existing senior secured credit facilities, to pay fees and expenses in connection with the Refinancing, to repay all or a portion of the outstanding borrowings under the Company's accounts receivable securitization facility, and for general corporate purposes.
Borrowings under the Revolving Credit Facility and the Term Loan bear interest at a rate equal to SOFR (as defined in the Credit Agreement) or the Base Rate (as defined in the Credit Agreement) plus an applicable margin ranging from 1.25% to 1.75% for SOFR borrowings (or 1.00% less for Base Rate borrowings) of the Revolving Credit Facility and from 1.75% to 2.00% for SOFR borrowings (or 1.00% less for Base Rate borrowings) of the Term Loan, subject to adjustments based on the Company's Consolidated Net Secured Leverage Ratio (as defined in the Credit Agreement) or the Company's credit ratings, respectively.
The Revolving Credit Facility and the Term Loan are senior secured obligations of the Borrowers, are guaranteed on a senior secured basis by the Guarantors, and are secured by liens on substantially all of the assets of the Borrowers and the Guarantors.
The Credit Agreement contains customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that restrict the Company's and its subsidiaries' abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company's or its wholly-owned subsidiary, Outfront Media Capital LLC's, capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our real estate investment trust status and/or avoid incurring taxes, subject to certain conditions and exceptions, (ii) enter into agreements restricting certain subsidiaries' ability to pay dividends or make other intercompany or third-party transfers, and (iii) incur additional indebtedness or grant additional liens. The Revolving Credit Facility also requires that we maintain a Consolidated Net Secured Leverage Ratio of no greater than 4.5 to 1.0 (subject to potential acquisition-related adjustments).
The Credit Agreement also contains customary events of default, including failure to make required payments, failure to comply with certain agreements or covenants, failure to pay or acceleration of certain other indebtedness, failure to pay certain judgments, certain events of bankruptcy and insolvency, and certain failures or repudiations of guarantees. An event of default under the Credit Agreement will allow either the lenders to accelerate, or in certain cases, will automatically cause the acceleration of, the outstanding amounts due under the Revolving Credit Facility and/or the Term Loan.
The foregoing description of the Credit Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Credit Agreement, 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.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 24, 2025, the Company granted a one-time long-term equity incentive award to Matthew Siegel, the Company's Executive Vice President and Chief Financial Officer, in the amount of $400,000 and in the form of a performance-based restricted share unit award tied to the Company's common stock price performance over a three-year period (the "One-Time Performance Award"). If the performance conditions are satisfied, the One-Time Performance Award will cliff vest on the earlier of the third anniversary of the grant date and the date on which Mr. Siegel's employment is terminated by the Company without "Cause" or by him for "Good Reason" (as those terms are each defined in his employment agreement). The
terms and conditions of the One-Time Performance Award are set forth in the OUTFRONT Media Inc. Amended and Restated Omnibus Stock Incentive Plan and the related equity award terms and conditions, and are substantially similar to the terms and conditions of the one-time performance award granted to the Company's Chief Executive Officer, which was previously disclosed in the Company's Current Report on Form 8-K filed on August 21, 2025.
Outfront Media Inc. published this content on September 25, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 25, 2025 at 10:08 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]