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  4. [8-K] OUTFRONT Media Inc. Reports Material Event

OUTFRONT Media (NYSE: OUT) refinances with $1.0B secured credit deal

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(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OUTFRONT Media Inc. entered into a new senior secured credit agreement totaling $1.0 billion, consisting of a $500.0 million revolving credit facility and a $500.0 million term loan, to refinance its existing senior secured credit facilities. The revolving facility matures on September 24, 2030, and the term loan matures on September 24, 2032, with proceeds also available for fees, repayment of accounts receivable securitization borrowings, and general corporate purposes.

Borrowings bear interest at SOFR or a base rate plus margins ranging from 1.25% to 1.75% for the revolver and 1.75% to 2.00% for the term loan, with pricing tied to leverage or credit ratings. The facilities are senior secured, guaranteed by the company and certain subsidiaries, and subject to covenants including a maximum Consolidated Net Secured Leverage Ratio of 4.5 to 1.0. The company also granted its CFO a one-time, performance-based restricted share unit award with a grant value of $400,000, vesting over three years based on stock price performance and certain employment conditions.

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Insights

OUTFRONT refinances $1.0B debt with extended maturities.

The company has put in place a new senior secured credit agreement for $1.0 billion, split between a $500.0 million revolving facility and a $500.0 million term loan. Maturities extend to 2030 for the revolver and 2032 for the term loan, which lengthens its debt profile while using proceeds to repay existing senior secured credit facilities and accounts receivable securitization borrowings, as well as cover related fees and general corporate purposes.

Interest costs are tied to SOFR or a base rate plus stated margins, with spreads depending on the Consolidated Net Secured Leverage Ratio or credit ratings. The facilities are secured by substantially all assets of the borrowers and guarantors and include a maximum Consolidated Net Secured Leverage Ratio of 4.5 to 1.0, along with customary restrictions on additional debt, liens, and certain distributions. Overall impact depends on future leverage levels, operating performance, and compliance with covenants over the life of the agreement.

CFO receives $400k stock-price-based performance award.

The company granted its Executive Vice President and Chief Financial Officer a one-time long-term equity incentive award valued at $400,000 in performance-based restricted share units. The award is tied to common stock price performance over a three-year period, with cliff vesting on the earlier of the third anniversary of grant or certain qualifying employment terminations defined in his employment agreement.

The terms follow the company’s Amended and Restated Omnibus Stock Incentive Plan and mirror the structure of a previously disclosed one-time performance award for the Chief Executive Officer. This design links a portion of the CFO’s compensation directly to share price outcomes and continued service, aligning incentives with equity performance over the specified three-year measurement period.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
0001579877FALSE00015798772025-09-242025-09-24

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): September 24, 2025
 _________________________
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)
90 Park Avenue, 9th Floor
New York,
New York
10016
(Address of principal executive offices)
(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
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 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.

Item 9.01
Financial Statements and Exhibits.
    (d) Exhibits. The following exhibits are filed herewith:
Exhibit
Number
Description
10.1Credit Agreement, dated as of September 24, 2025, by and among Outfront Media Capital LLC, Outfront Media Capital Corporation, the guarantors party thereto, Wells Fargo Bank, National Association, and the other lenders party thereto from time to time.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).








EXHIBIT INDEX
Exhibit
Number
Description
10.1
Credit Agreement, dated as of September 24, 2025, by and among Outfront Media Capital LLC, Outfront Media Capital Corporation, the guarantors party thereto, Wells Fargo Bank, National Association, and the other lenders party thereto from time to time.
104Cover 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: September 24, 2025
                        






Source: View Original Filing on SEC EDGAR

FAQ

What new credit facilities did OUTFRONT Media Inc. (OUT) enter into?

OUTFRONT Media Inc. entered into a new senior secured credit agreement providing $1.0 billion of borrowing capacity, split between a $500.0 million revolving credit facility and a $500.0 million term loan.

What are the maturities of OUTFRONT Media Inc.'s new revolving credit facility and term loan?

The new revolving credit facility matures on September 24, 2030, and the new term loan matures on September 24, 2032.

How will OUTFRONT Media Inc. use the proceeds from the new credit agreement?

Proceeds will be used to repay in full existing senior secured credit facilities, pay related fees and expenses, repay all or part of borrowings under the accounts receivable securitization facility, and for general corporate purposes.

What leverage covenant applies to OUTFRONT Media Inc.'s new revolving credit facility?

The revolving credit facility requires the company to maintain a Consolidated Net Secured Leverage Ratio of no greater than 4.5 to 1.0, subject to potential acquisition-related adjustments.

How is interest determined under OUTFRONT Media Inc.'s new credit facilities?

Borrowings bear interest at SOFR or a base rate plus an applicable margin, ranging from 1.25% to 1.75% for the revolver and 1.75% to 2.00% for the term loan, with margins linked to leverage or credit ratings.

What one-time equity award did OUTFRONT Media Inc. grant to its CFO?

The company granted its CFO a $400,000 one-time performance-based restricted share unit award tied to common stock price performance over a three-year period, with cliff vesting subject to performance and certain employment conditions.