Outfront Media ups credit facility to $150 million, extends maturity

By Mary-Katherine Stinson

Lexington, Ky., June 2 – Outfront Media Inc. and certain subsidiaries entered a fourth omnibus amendment with MUFG Bank, Ltd. on June 1 to increase the borrowing capacity and extend the maturity of its revolving accounts receivable securitization facility, according to an 8-K filing with the Securities and Exchange Commission.

Under this fourth omnibus amendment to its AR facility, the borrowing capacity has been increased to $150 million from $125 million and the facility will now terminate on May 30, 2025. Previously it was set to terminate in June.

Also, the amendment increased the delinquency and termination ratios for the tenure of the agreements to provide additional flexibility.

This fourth omnibus amendment pertains to the revolving accounts receivable securitization facility, or the AR facility, and also amends the company’s amended and restated receivables purchase agreement, or the RPA, by and among Outfront Media LLC, Outfront Media Receivables LLC, Outfront Media Receivables TRS, LLC, MUFG Bank and Gotham Funding Corp., the amended and restated QRS purchase and sale agreement, or the QRS PSA, between Outfront Media LLC and Outfront Media Receivables LLC and the TRS purchase and sale agreement, or TRS PSA, by and among Outfront Media LLC and Outfront Media Receivables TRS, LLC, all of which are dated as of July 19, 2019.

The remaining terms of the RPA, the QRS PSA and the TRS PSA are substantially the same as the terms under the previous versions of these agreements, including with respect to termination events and loan acceleration.

The company is also required to pay an upfront fee, a program fee and a commitment fee regarding the AR facility.

Additionally, in connection with the AR facility, wholly owned subsidiaries Outfront Media LLC and Outfront Media Outernet Inc. and certain of the company’s taxable real estate investment trust subsidiaries will sell and/or contribute existing and future accounts receivable and related assets to either Outfront Media Receivables LLC or Outfront Media Receivables TRS, LLC, both special purpose vehicles and wholly owned subsidiaries of the company.

The SPVs are separate legal entities with separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the company. Therefore, the SPVs’ assets cannot be used to pay creditors of the company or its subsidiaries although any excess amounts beyond what it used for the repayment of the SPVs’ obligations may be remitted to the company.

Outfront Media LLC will be the account servicer for the accounts receivable on behalf of the SPVs for a fee.

MUFG Bank, Ltd. is a committed purchaser, group agent and administrative agent.

Gotham Funding Corp. is the conduit purchaser.

Outfront Media Receivables LLC and Outfront Media Receivables TRS, LLC are listed as QRS and TRS sellers and buyers.

Outfront Media Inc. is the performance guarantor.

Outfront Media LLC is an originator and the initial servicer.

Outfront Media Group LLC, Outfront Media Outernet Inc., Outfront Media VW Communications LLC, Outfront Media Bus Advertising LLC, Outfront Media San Francisco LLC and Outfront Media Boston LLC are the originators.

Jones Day acted as counsel to the Outfront parties which are the originators, performance guarantor, sellers, and servicer.

Mayer Brown LLP served as counsel to MUFG and the purchasers.

Venable LLP was the counsel for Outfront Media Inc.

Outfront Media is a New York-based outdoor media company.

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