CBS Outdoor Closes Acquisition of Outdoor Assets from Van Wagner Communications, LLC
CBS Outdoor Americas Inc. (NYSE:CBSO) today announced the completion of its previously announced acquisition of certain outdoor advertising businesses from Van Wagner Communications, LLC.
In connection with the transaction, CBS Outdoor acquired 1,094 large format billboard displays in 11 top U.S. markets as well as 8,386 other outdoor advertising displays. The $690 million purchase price was funded with a combination of cash on hand and new indebtedness.
Jeremy Male, chief executive officer of CBS Outdoor, said, “We are pleased to have completed this transaction ahead of our original schedule and are excited to be bringing aboard compelling assets and some talented new employees. We believe that our top-market focus, coupled with exciting new opportunities in the out-of-home industry, will continue to benefit our advertising clients and our shareholders.”
Cautionary Statement Concerning Forward-Looking Statements
CBS Outdoor Americas Inc. (the “Company”) has 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 “believe,” “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 relating to the acquisition of certain outdoor advertising businesses from Van Wagner Communications, LLC (the “Acquired Business”) and any potential benefits of the acquisition of the Acquired Business. 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: 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 acquisition, or certain assumptions with respect to the Acquired Business that may prove to be inaccurate; 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; the Company’s 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 the Company’s management team and advertising executives; 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; the Company’s substantial indebtedness; restrictions in the agreements governing the Company’s indebtedness; incurrence of additional debt; 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; 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; 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; 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 press release apply as of the date of this release 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.
About CBS Outdoor Americas Inc.
CBS Outdoor (NYSE:CBSO) 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, CBS Outdoor gives advertisers both breadth and depth of audience across key geographies, as well as immersive ways to connect with increasingly mobile consumers. For more information, visit www.cbsoutdoor.com.
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