UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549


FORM 8-K


CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported):  February 24, 2022


OUTFRONT Media Inc.
(Exact name of registrant as specified in its charter)


Maryland
001-36367
46-4494703
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification Number)
     
405 Lexington Avenue, 17th Floor
New York, New York
  
10174
(Address of principal executive office)
  
(Zip Code)

Registrant’s telephone number, including area code: (212) 297-6400


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐          Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐          Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐          Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐          Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value per share
OUT
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 8.01          Other Events.

On February 24, 2022, OUTFRONT Media Inc., a Maryland corporation (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3 (the “New Registration Statement”) to replace the existing automatic shelf registration statement on Form S-3 (No. 333-230366) filed with the SEC on March 18, 2019 (the “Prior Registration Statement”), which was scheduled to expire on March 18, 2022 pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended. The Prior Registration Statement was deemed terminated upon the effectiveness of the New Registration Statement on February 24, 2022.

In connection with the filing of the New Registration Statement, the Company also filed the following two prospectus supplements:

(i)          A prospectus supplement (the “ATM Prospectus Supplement”) covering the offering of an aggregate offering price of up to $232,528,589 of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to the ATM Equity OfferingSM Sales Agreement (the “Sales Agreement”). The ATM Prospectus Supplement continues an offering, from time to time, of Common Stock having an aggregate offering price of up to $267,545,979 previously covered by the Prior Registration Statement. A copy of the Sales Agreement was previously filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 21, 2017.

(ii)          A prospectus supplement (the “AV Prospectus Supplement”) covering the possible issuance, from time to time, of up to 378,828 shares of Common Stock, in exchange for Class A equity interests (“Class A Shares”) of Outfront Canada Holdco LLC, a subsidiary of the Company that controls its Canadian business, that may be tendered for redemption. The AV Prospectus Supplement continues an offering of up to 1,623,256 shares of the Company’s Common Stock previously covered by the Prior Registration Statement. The issuance of the Class A Shares was previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on June 14, 2017.

The Company is filing this Current Report on Form 8-K to provide legal opinions of its counsel, Venable LLP, regarding the legality of the securities covered by the ATM Prospectus Supplement and the AV Prospectus Supplement, which opinions are attached hereto as Exhibits 5.1 and 5.2, respectively.

Item 9.01          Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

Exhibit
Number
  
Description
5.1
  
Opinion of Venable LLP (ATM Prospectus Supplement)
5.2
  
Opinion of Venable LLP (AV Prospectus Supplement)
23.1
  
Consent of Venable LLP (included in Exhibit 5.1)
23.2
  
Consent of Venable LLP (included in Exhibit 5.2)
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).


EXHIBIT INDEX

Exhibit
Number
  
Description
 
Opinion of Venable LLP (ATM Prospectus Supplement)
 
Opinion of Venable LLP (AV Prospectus Supplement)
 
Consent of Venable LLP (included in Exhibit 5.1)
 
Consent of Venable LLP (included in Exhibit 5.2)
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:  February 24, 2022

Exhibit 5.1



February 24, 2022

OUTFRONT Media Inc.
405 Lexington Avenue
17th Floor
New York, New York 10174

Re:          Registration Statement on Form S-3

Ladies and Gentlemen:

We have served as Maryland counsel to OUTFRONT Media Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the sale and issuance of shares (the “Shares”) of the Company’s common stock, $0.01 par value per share (the “Common Stock”), having a maximum aggregate offering price of $232,528,589, in at-the-market offerings, covered by the above-referenced Registration Statement, and all amendments related thereto (the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.          The Registration Statement and the related form of prospectus included therein in the form in which it was transmitted to the Commission under the 1933 Act;

2.          The Prospectus Supplement, dated February 24, 2022, in the form filed with the Commission under the 1933 Act;

3.          The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4.          The Amended and Restated Bylaws of the Company (the “Bylaws”), certified as of the date hereof by an officer of the Company;

5.          A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

OUTFRONT Media Inc.
February 24, 2022
Page 2

6.          The ATM Equity Offering Sales Agreement, dated as of November 21, 2017 (the “Sales Agreement”), by and among the Company and BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC;

7.          Resolutions adopted by the Board of Directors of the Company, and a duly authorized committee thereof, relating to, among other matters, (a) the authorization of the execution and delivery by the Company of the Sales Agreement and (b) the registration, sale and issuance of the Shares (the “Resolutions”), certified as of the date hereof by an officer of the Company;

8.          A certificate executed by an officer of the Company, dated as of the date hereof; and

9.          Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.          Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.          Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.          Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.          All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

OUTFRONT Media Inc.
February 24, 2022
Page 3

5.          The Shares will not be issued or transferred in violation of the restrictions on transfer and ownership of shares of stock of the Company set forth in Article VII of the Charter.

6.          Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

7.          Prior to the issuance of any of the Shares, the Executive Vice President and Chief Financial Officer, the Treasurer or the Executive Vice President and General Counsel of the Company will determine the price and certain other terms of issuance of such Shares in accordance with the Resolutions (the “Corporate Proceedings”).

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.          The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.          The issuance of the Shares has been duly authorized and, when and if issued and delivered by the Company against payment therefor in accordance with the Registration Statement, the Resolutions and the Corporate Proceedings, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any federal law or the laws of any other state.  We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers.  To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.  The opinion expressed herein is subject to the effect of any judicial decision which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

OUTFRONT Media Inc.
February 24, 2022
Page 4

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Shares (the “Current Report”).  We hereby consent to the filing of this opinion as an exhibit to the Current Report and to the use of the name of our firm therein.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

 
Very truly yours,
   
 
/s/ Venable LLP

Exhibit 5.2


February 24, 2022

OUTFRONT Media Inc.
405 Lexington Avenue
17th Floor
New York, NY 10174

Re:          Registration Statement on Form S-3

Ladies and Gentlemen:

We have served as Maryland counsel to OUTFRONT Media Inc., a Maryland corporation (the “Company”), in connection with certain matters of Maryland law relating to the issuance by the Company of up to 378,828 shares (the “Shares”) of common stock, $0.01 par value per share (the “Common Stock”), of the Company, from time to time in exchange for Class A equity interests of Outfront Canada Holdco LLC, a Delaware limited liability company (the “DownREIT”), covered by the above-referenced Registration Statement, and all amendments thereto (collectively, the “Registration Statement”), filed by the Company with the United States Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

1.          The Registration Statement and the related form of prospectus included therein, in the form filed with the Commission under the Securities Act;

2.          The Prospectus Supplement, dated February 24, 2022, in the form filed with the Commission under the Securities Act;

3.          The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

4.          The Amended and Restated Bylaws of the Company, certified as of the date hereof by an officer of the Company;

5.          A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

OUTFRONT Media Inc.
February 24, 2022
Page 2

6.          Resolutions adopted by the Board of Directors of the Company, or a duly authorized committee thereof (the “Resolutions”), relating to, among other matters, the registration and issuance of the Shares, certified as of the date hereof by an officer of the Company;

7.          The Amended and Restated Limited Liability Company Operating Agreement of the DownREIT (the “LLC Agreement”), certified as of the date hereof by an officer of the Company;

8.          A certificate executed by an officer of the Company, dated as of the date hereof; and

9.          Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.          Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.          Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.          Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.          All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

OUTFRONT Media Inc.
February 24, 2022
Page 3

5.          The Shares will not be issued in violation of any restriction or limitation contained in Article VII of the Charter.

6.          Upon the issuance of any Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.          The Company is a corporation duly incorporated and validly existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.          The issuance of the Shares has been duly authorized and, when and if issued and delivered by the Company against payment therefor in accordance with the Resolutions, the Registration Statement and the LLC Agreement, the Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any federal law or the laws of any other state.  We express no opinion as to the applicability or effect of any federal or state securities laws, including the securities laws of the State of Maryland, or as to federal or state laws regarding fraudulent transfers.  To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.  The opinion expressed herein is subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

OUTFRONT Media Inc.
February 24, 2022
Page 4

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K (the “Current Report”), which is incorporated by reference in the Registration Statement.  We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by reference and to the use of the name of our firm therein.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act.

 
Very truly yours,
   
 
/s/ Venable LLP