NEW YORK, Dec. 22, 2014 - OUTFRONT Media Inc. (NYSE: OUT) announced today the distribution results for its previously announced special dividend of approximately $547.7 million, or $4.56 per share of common stock outstanding on the record date.
The special dividend represents the Company's accumulated earnings and profits as of July 17, 2014, the date the Company began operating in a manner that will allow it to qualify as a real estate investment trust ("REIT") for U.S. federal income tax purposes.
The special dividend is payable on December 31, 2014, to stockholders of record on November 20, 2014. Stockholders had the right to elect to receive the special dividend in the form of either cash or shares of our common stock, however the aggregate amount of cash to be distributed will be $109.5 million, or 20% of the special dividend, with the balance of the special dividend payable in the form of common stock.
The number of shares to be issued was determined based on the volume weighted average price of the Company's common stock for the three trading days commencing on December 16, 2014, or $26.4974 per share.
Of approximately 120 million shares outstanding, approximately 68% elected all cash and approximately 32% either elected all stock or did not make an election.
Those electing cash will receive $1.34 in cash plus 0.1216 shares of our common stock, per share of common stock held on the record date, which together represents $4.56 per share of common stock.
Those electing stock or not making an election will receive 0.1722 shares of our common stock, per share of common stock held on the record date, which represents $4.56 per share of common stock. Stockholders will also receive cash in lieu of fractional shares.
The Company will issue approximately 16.5 million new shares of its common stock on December 31, 2014 in connection with the special dividend.
Wells Fargo Bank N.A. is serving as the Company's election and disbursing agent.
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 "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 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: the need for any further dividend to complete the Company's accumulated earnings and profits distribution in accordance with REIT requirements; declines in advertising and general economic conditions; government regulation; acquisitions and other strategic transactions that we may pursue could have a negative effect on our results of operations; our substantial indebtedness; 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; 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; 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.
About OUTFRONT Media Inc.
OUTFRONT Media (NYSE: OUT), formerly CBS Outdoor, is one of the largest out-of-home mediacompanies 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.