New York, November 20, 2014 — CBS Outdoor Americas Inc. (NYSE: CBSO) announced today that it has rebranded to OUTFRONT Media Inc. (NYSE: OUT).
“It’s an exciting day for our Company and our shareholders, as we close the book on our separation from CBS Corporation and begin our life as a fully independent company,” said Jeremy Male, Chairman & Chief Executive Officer. “In cities and towns across the U.S., we’ve already rebranded 70,000 displays with our bold new OUTFRONT logo, and today we launched our new website, OUTFRONTmedia.com. This new brand clearly defines our position as being out front with technology, out front in thought leadership and, importantly, putting our advertisers out front in prime locations to reach their target audiences.”
Today is also the record date for the previously announced special dividend of approximately $547.7 million, or $4.56 per share, which is the last substantive step in the Company’s REIT conversion. The Company believes that a REIT structure, together with the attractive organic and external growth opportunities in the out-of-home industry, will create long-term value for shareholders.
About OUTFRONT Media Inc.
OUTFRONT Media (NYSE: OUT) 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, OUTFRONT Media gives advertisers both breadth and depth of audience across key geographies, as well as immersive ways to connect with increasingly mobile consumers.
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 “believes” or “will” 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 our rebranding, real estate investment trust (“REIT”) status and our capital resources, portfolio performance and results of operations. 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: adjustments to the amount of the special dividend that could require an additional dividend to complete the Company's accumulated earnings and profits distribution in accordance with REIT requirements; the anticipated benefits associated with our rebranding may not be realized; integrating the outdoor advertising business of Van Wagner may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the Van Wagner acquisition may not be fully realized; unknown risks inherent in the Van Wagner acquisition, or certain assumptions with respect to the outdoor advertising business of Van Wagner that may prove to be inaccurate; declines in advertising and general economic conditions; competition; government regulation; our inability to increase the number of digital advertising displays in our portfolio; taxes, fees and registration requirements; our ability to obtain and renew key municipal concessions on favorable terms; seasonal variations; risks related to future acquisitions and other strategic transactions; time and resources to comply with rules and regulations as a stand-alone public company; incremental costs incurred as a stand-alone public company; dependence on our management team and advertising executives; our substantial indebtedness; we may not realize the expected benefits of our separation from CBS Corporation; the financial information included in our filings with the Securities and Exchange Commission (the “SEC”) may not be a reliable indicator of our future results; cash available for distributions; legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the Internal Revenue Service (“IRS”); our failure to remain qualified to be taxed as a REIT; REIT ownership limits; dividends payable by REITs generally do not qualify for the reduced tax rates available for some dividends; 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 (“TRS”); our planned use of TRSs may cause us to fail to remain qualified to be taxed as a REIT; stock price fluctuations resulting from sales of our common stock to cover taxes owed on dividends; 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; our lack of an operating history as a REIT; and other factors described in our filings with the SEC, including but not limited to the sections entitled “Risk Factors” in our Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2014 and September 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.