UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 16, 2014
CBS Outdoor Americas Inc.
(Exact name of registrant as specified in its charter)
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| 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 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)) |
| Item 7.01. | Regulation FD Disclosure. |
On September 16, 2014, CBS Outdoor Americas Inc. (the “Company”) announced the proposed issuance by two of the Company’s wholly owned subsidiaries (the “Offering”) of $550 million in aggregate principal amount of senior unsecured notes, consisting of $450 million in aggregate principal amount of new senior unsecured notes due 2025 and an additional $100 million in aggregate principal amount of their existing 5.250% notes due 2022, to qualified institutional buyers and non-U.S. persons pursuant to Rule 144A and Regulation S, as applicable, under the Securities Act of 1933, as amended (the “Securities Act”).
In connection with the Offering, the Company provided potential investors with a preliminary offering memorandum, dated September 16, 2014 (the “Preliminary Offering Memorandum”). The Preliminary Offering Memorandum contains (i) unaudited pro forma condensed consolidated financial statements and notes thereto relating to the Company’s proposed acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC (the “Acquired Business”), (ii) unaudited interim condensed combined financial statements and combined annual financial statements of the Acquired Business and notes thereto and (iii) other information not previously disclosed by the Company. Certain of this information is included in Exhibits 99.1, 99.2 and 99.3 hereto, respectively, and is incorporated by reference into this Item 7.01. Because not all of the information contained in the Preliminary Offering Memorandum is included therein, certain cross references and defined terms may not appear in Exhibit 99.3.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the notes and shall not constitute an offer, solicitation or sale of the notes in any jurisdiction in which such offering, solicitation or sale would be unlawful. The notes have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1, 99.2 and 99.3 attached hereto, is being furnished pursuant to Item 7.01. This information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, or incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
On September 16, 2014, the Company issued a press release announcing the commencement of the notes offering. A copy of the press release is attached hereto as Exhibit 99.4 and is incorporated herein by reference.
Cautionary Statement Concerning Forward-Looking Statements
The Company has made statements in this Current Report on Form 8-K 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,” “expects,” “could,” “would,” “may,” “might,” “will,” “should,” “seeks,” “likely,” “intends,” “plans,” “projects,” “predicts,” “estimates” or “anticipates” 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 relating to the notes offering, the proposed acquisition of the Acquired Business and any potential benefits of the proposed acquisition of the Acquired Business, the Company’s real estate investment trust (“REIT”) status and its 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. The Company does 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 Company’s ability to consummate the notes offering on favorable terms, or at all; the use of the net proceeds from the notes offering; the closing conditions of the acquisition of the Acquired Business may not be satisfied in the expected timeframe or at all; integrating the Acquired Business may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the acquisition may not be fully realized; unknown risks inherent in the acquisitions, or certain assumptions with respect to the Acquired Business that may prove to be inaccurate; termination of the purchase agreement related to the acquisition; declines in advertising and general economic conditions; competition; government regulation; the Company’s inability to increase the number of digital advertising displays in its portfolio; taxes, fees and registration requirements; the Company’s ability to obtain and renew key municipal concessions on favorable terms; decreased government compensation for the removal of lawful billboards; content-based restrictions on outdoor advertising; environmental, health and safety laws and regulations;
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 the Company’s management team and advertising executives; the ability of the Company’s board of directors to cause it to issue additional shares of stock without stockholder approval; certain provisions of Maryland law may limit the ability of a third party to acquire control of the Company; the Company’s rights and the rights of its stockholders to take action against its directors and officers are limited; the Company may not realize the expected benefits from its separation from CBS Corporation; hedging transactions; establishing an operating partnership; asset impairment charges for goodwill; diverse risks in the Company’s international business; a breach of the Company’s security measures; the Company has a limited right to use the CBS mark and logo; the financial information included in the Company’s filings with the Securities and Exchange Commission (the “SEC”) may not be a reliable indicator of its future results; cash available for distributions; the Company’s substantial indebtedness; restrictions in the agreements governing the Company’s indebtedness; incurrence of additional debt; interest rate risk exposure from the Company’s variable-rate indebtedness; the Company’s ability to generate cash to service its indebtedness; the Company’s dependence on cash flow generated by its subsidiaries; legislative, administrative, regulatory or other actions affecting REITs, including positions taken by the Internal Revenue Service (“IRS”); the Company’s failure to remain qualified to be taxed as a REIT; REIT ownership limits; dividends payable by REITs do not qualify for the reduced tax rates available for some dividends; REIT distribution requirements; availability of external sources of capital; the Company may face other tax liabilities even if it remains qualified to be taxed as a REIT; complying with REIT requirements may cause the Company to liquidate investments or forgo otherwise attractive opportunities; the Company’s ability to contribute certain contracts to a taxable REIT subsidiary (“TRS”); the Company’s planned use of TRSs may cause it to fail to remain qualified to be taxed as a REIT; the Company’s ability to hedge effectively; paying the one-time dividend to the Company’s stockholders to distribute accumulated earnings and profits attributable to a non-REIT year, including any earnings and profits allocated to it by CBS Corporation, and/or taxable dividends in common stock and cash; failure to meet the REIT income tests as a result of receiving non-qualifying income; even if the Company remains qualified to be taxed as a REIT, and it sells assets, it 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 the Company’s outdoor advertising assets to be subject to a 100% prohibited transaction tax; the Company’s lack of an operating history as a REIT; the Company may not be able to engage in desirable strategic or capital-raising transactions as a result of its separation from CBS Corporation, and it could be liable for adverse tax consequences resulting from engaging in significant strategic or capital-raising transactions; and other factors described in the Company’s filings with the SEC, including but not limited to the sections entitled “Risk Factors” in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 and in its prospectus filed with the SEC on July 7, 2014. All forward-looking statements in this report apply as of the date of this report or as of the date they were made and, except as required by applicable law, the Company disclaims 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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed or furnished, as applicable, herewith:
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Exhibit Number | | Description |
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| 99.1 | | Unaudited pro forma condensed consolidated financial statements and notes thereto relating to the Company’s proposed acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC. |
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| 99.2 | | Unaudited interim condensed combined financial statements and combined annual financial statements of certain outdoor advertising businesses of Van Wagner Communications, LLC and notes thereto. |
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| 99.3 | | Supplemental Regulation FD disclosure. |
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| 99.4 | | Press Release dated September 16, 2014. |
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.
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| CBS OUTDOOR AMERICAS INC. |
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| By: | | /s/ Donald R. Shassian |
| | Name: | | Donald R. Shassian |
| | Title: | | Executive Vice President and Chief Financial Officer |
Date: September 16, 2014
EXHIBIT INDEX
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Exhibit Number | | Description |
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| 99.1 | | Unaudited pro forma condensed consolidated financial statements and notes thereto relating to CBS Outdoor Americas Inc.’s proposed acquisition of certain outdoor advertising businesses of Van Wagner Communications, LLC. |
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| 99.2 | | Unaudited interim condensed combined financial statements and combined annual financial statements of certain outdoor advertising businesses of Van Wagner Communications, LLC and notes thereto. |
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| 99.3 | | Supplemental Regulation FD disclosure. |
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| 99.4 | | Press Release dated September 16, 2014. |
