EXHIBIT 99.1
JOINT FILING AGREEMENT
This Joint Filing Agreement, dated as of October 24, 2023, is by and among Verde Investments, Inc., Ernest C. Garcia II and Arturo R. Moreno (the foregoing are collectively referred to herein as the “Filers”).
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13G and/or 13D with respect to shares of common stock, $0.01 par value per share, of OUTFRONT Media Inc. beneficially owned by them from time to time.
Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13G and/or 13D (and any amendments thereto) on behalf of each of such parties, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.
This Joint Filing Agreement may be terminated by any of the Filers upon one week’s prior written notice or such lesser period of notice as the Filers may mutually agree.
Executed and delivered as of the date first above written.
IN WITNESS WHEREOF, each of the undersigned executed this Joint Filing Agreement effective as of the date first written above.
VERDE INVESTMENTS, INC. | ||
By: | /s/ Ernest C. Garcia II | |
Name: | Ernest C. Garcia II | |
Title: | President and Chief Executive Officer | |
ERNEST C. GARCIA II | ||
By: | /s/ Ernest C. Garcia II | |
Name: | Ernest C. Garcia II | |
ARTURO R. MORENO | ||
By: | /s/ Arturo R. Moreno | |
Name: | Arturo R. Moreno |
ANNEX A
EXECUTIVE OFFICERS, MANAGERS AND/OR DIRECTORS
Executive Officers and Directors of Verde Investments, Inc.
Name and Position | Principal Occupation | Principal Business Address | Citizenship | |||
Ernest C. Garcia II, Chief Executive Officer and Director(1) | ||||||
Steven P. Johnson, Secretary | Secretary of Verde Investments, Inc. | c/o Verde Investments, Inc. 100 Crescent Court, Suite 1100 Dallas, Texas 75201 | United States of America | |||
Nancy V. Young, Treasurer | Treasurer of Verde Investments, Inc. | c/o Verde Investments, Inc. 100 Crescent Court, Suite 1100 Dallas, Texas 75201 | United States of America |
(1) | Mr. Garcia is a Reporting Person and, as such, the information with respect to him called for by the Schedule 13D is set forth therein. |
ANNEX B
TRANSACTIONS IN THE SHARES OF THE ISSUER DURING THE PAST SIXTY DAYS
Arturo R. Moreno
Nature of Transaction | Transaction Date | Number of Shares | Total Purchase Amount ($) | Price Per Share ($) | Price Per Share Range | |||||||||||||||
Transfer of Common Stock from Affiliate | 10/20/2023 | 1,200,000 | $ | 14,942,502.38 | (1) | $ | 12.45 | (1) | $ | 12.45 | (1) |
(1) For estate planning purposes, Mr. Moreno transferred 1,200,000 shares of Common Stock with a cost basis of $14,942,502.38 from an affiliate to his personal account
Verde Investments, Inc.
Nature of Transaction | Transaction Date | Number of Shares | Total Purchase Amount ($) | Price Per Share ($) | Price Per Share Range | |||||||||||||||
Purchase of Common Stock on Open Market | 9/5/2023 | 132,035 | $ | 1,451,711.63 | $ | 10.9899 | $ | 10.93 - $11.00 | ||||||||||||
Purchase of Common Stock on Open Market | 9/12/2023 | 200,000 | $ | 2,171,540.00 | $ | 10.8527 | $ | 10.71 - $10.96 | ||||||||||||
Purchase of Common Stock on Open Market | 9/19/2023 | 1,800 | $ | 18,720.00 | $ | 10.395 | $ | 10.375 - $10.40 | ||||||||||||
Purchase of Common Stock on Open Market | 9/21/2023 | 70,356 | $ | 717,968.91 | $ | 10.1998 | $ | 10.195 - $10.20 | ||||||||||||
Purchase of Common Stock on Open Market | 9/26/2023 | 250,000 | $ | 2,518,875.00 | $ | 10.0705 | $ | 9.975 - $10.10 | ||||||||||||
Purchase of Common Stock on Open Market | 9/27/2023 | 136,181 | $ | 1,342,622.10 | $ | 9.8541 | $ | 9.82 - $9.90 | ||||||||||||
Purchase of Common Stock on Open Market | 9/28/2023 | 13,740 | $ | 134,653.37 | $ | 9.7951 | $ | 9.775 - $9.80 | ||||||||||||
Purchase of Common Stock on Open Market | 10/3/2023 | 500,000 | $ | 4,613,350.00 | $ | 9.2217 | $ | 9.07 - $9.40 | ||||||||||||
Purchase of Common Stock on Open Market | 10/5/2023 | 250,000 | $ | 2,208,950.00 | $ | 8.8308 | $ | 8.695 - $9.00 | ||||||||||||
Purchase of Common Stock on Open Market | 10/5/2023 | 250,000 | $ | 2,149,425.00 | $ | 8.5927 | $ | 8.575 - $8.60 |