CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 2 of 21
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII
International Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands |
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.64%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP VIII International Ltd. is calculated assuming a total of 161,540,874 shares of Common Stock, par value $0.01
per share (the “Common Stock”), of OUTFRONT Media Inc. (the “Issuer”) deemed issued
and outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding as of April 9, 2020, as set forth in the Issuer’s Proxy Statement on Schedule 14-A, filed with the Securities and Exchange Commission on April 24, 2020
(the “2020 Proxy”), and (ii) 17,187,500 shares of Common Stock that are issuable, as of the April 20, 2020 (the “Issuance Date”), upon the conversion of the shares of Series A Convertible Perpetual Preferred Stock, par value $0.01 per share (the “Series
A Preferred Stock”), of the Issuer directly held by Providence Equity Partners VIII-A L.P. (“PEP VIII-A”), Providence Equity Partners VIII
(Scotland) L.P. (“PEP Scotland”), PEP VIII Intermediate 5 L.P. (“PEP 5”), PEP VIII
Intermediate 6 L.P. (“PEP 6”) and PEP VIII Advertising Co-Investment L.P. (“PEP Advertising”)
(the foregoing entities collectively, the “PEP Direct Holders”).
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 3 of 21
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity GP VIII L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
17,187,500 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
10.64%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for Providence Equity GP VIII L.P. is calculated assuming a total of 161,540,874 shares of Common Stock of the
Issuer deemed issued and outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 17,187,500 shares of Common Stock that are issuable, as of the Issuance
Date, upon the conversion of the shares of Series A Preferred Stock held by the PEP Direct Holders.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 4 of 21
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII (Scotland) International Ltd.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.05%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP VIII (Scotland) International Ltd. is calculated assuming a total of 144,232,561.50 shares of Common Stock of
the Issuer deemed issued and outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 71,187.50 shares of Common Stock that are issuable, as of the
Issuance Date, upon the conversion of the shares of Series A Preferred Stock held by PEP Scotland.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 5 of 21
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity GP VIII (Scotland) L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.05%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for Providence Equity GP VIII (Scotland) L.P. is calculated assuming a total of 144,232,561.50 shares of Common Stock
of the Issuer deemed issued and outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 71,187.50 shares of Common Stock that are issuable, as of the
Issuance Date, upon the conversion of the shares of Series A Preferred Stock held by PEP Scotland.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 6 of 21
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity Partners VIII-A L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
4,777,062.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
4,777,062.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
4,777,062.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
3.21%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP VIII-A is calculated assuming a total of 149,130,436.50 shares of Common Stock of the Issuer deemed issued and
outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 4,777,062.50 shares of Common Stock that are issuable, as of the Issuance Date, upon the
conversion of the shares of Series A Preferred Stock held by PEP VIII-A.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 7 of 21
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Providence Equity Partners VIII (Scotland) L.P
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Scotland UK
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
71,187.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
0.05%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP Scotland is calculated assuming a total of 144,232,561.50 shares of Common Stock of the Issuer deemed issued
and outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 71,187.50 shares of Common Stock that are issuable, as of the Issuance Date, upon the
conversion of the shares of Series A Preferred Stock held by PEP Scotland.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 8 of 21
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII Intermediate 5 L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
6,911,312.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
4.57%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP 5 is calculated assuming a total of 151,264,686.50 shares of Common Stock of the Issuer deemed issued and
outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 6,911,312.50 shares of Common Stock that are issuable, as of the Issuance Date, upon the
conversion of the shares of Series A Preferred Stock held by PEP 5.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 9 of 21
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII Intermediate 6 L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
2,302,937.50 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
2,302,937.50 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
2,302,937.50 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
1.57%*
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP 6 is calculated assuming a total of 146,656,311.50 shares of Common Stock of the Issuer deemed issued and
outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 2,302,937.50 shares of Common Stock that are issuable, as of the Issuance Date, upon the
conversion of the shares of Series A Preferred Stock held by PEP 6.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 10 of 21
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
PEP VIII Advertising Co-Investment L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0 |
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0 |
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
3,125,000 (See Item 5)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
2.12%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
* |
The ownership percentage set forth herein for PEP Advertising is calculated assuming a total of 147,478,374.00 shares of Common Stock of the Issuer deemed
issued and outstanding, which includes (i) 144,353,374 shares of Common Stock outstanding as of April 9, 2020, as set forth in the 2020 Proxy, and (ii) 3,125,000 shares of Common Stock that are issuable, as of the Issuance Date, upon the
conversion of the shares of Series A Preferred Stock held by PEP Advertising.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 11 of 21
|
Item 1.
|
Security and Issuer.
|
Item 2.
|
Identity and Background.
|
• |
PEP VIII International Ltd., a Cayman Islands limited company (“PEP International”);
|
• |
Providence Equity GP VIII L.P., a Cayman Islands exempted limited partnership (“PEP GP VIII”);
|
• |
PEP VIII (Scotland) International Ltd., a Cayman Islands limited company (“PEP Scotland International”);
|
• |
Providence Equity GP VIII (Scotland) L.P., a Delaware limited partnership (“PEP GP Scotland”);
|
• |
Providence Equity Partners VIII-A L.P., a Cayman Islands exempted limited partnership (“PEP VIII-A”);
|
• |
Providence Equity Partners VIII (Scotland) L.P., a Scottish partnership (“PEP Scotland”);
|
• |
PEP VIII Intermediate 5 L.P., a Delaware limited partnership (“PEP 5”);
|
• |
PEP VIII Intermediate 6 L.P., a Delaware limited partnership (“PEP 6”); and
|
• |
PEP VIII Advertising Co-Investment L.P., a Delaware limited partnership (“PEP Advertising”) (collectively with PEP VIII-A, PEP Scotland, PEP 5 and PEP 6, the “PEP Direct Holders”).
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 12 of 21
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
• |
PEP VIII-A purchased 76,433 shares of Series A Preferred Stock for an aggregate purchase price of $76,433,000;
|
• |
PEP Scotland purchased 1,139 shares of Series A Preferred Stock for an aggregate purchase price of $1,139,000;
|
• |
PEP 5 purchased 110,581 shares of Series A Preferred Stock for an aggregate purchase price of $110,581,000;
|
• |
PEP 6 purchased 36,847 shares of Series A Preferred Stock for an aggregate purchase price of $36,847,000; and
|
• |
PEP Advertising purchased 50,000 shares of Series A Preferred Stock for an aggregate purchase price of $50,000,000.
|
Item 4.
|
Purpose of Transaction.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 13 of 21
|
Item 5.
|
Interest in Securities of the Issuer.
|
• |
PEP VIII-A directly holds 76,433 shares of Series A Preferred Stock, convertible at any time at its option into 4,777,062.50 shares of Common Stock or 3.20% of the deemed issued and outstanding shares of Common Stock (calculated assuming
the conversion of only the shares of Series A Preferred Stock directly held by PEP VIII-A);
|
• |
PEP Scotland directly holds 1,139 shares of Series A Preferred Stock, convertible at any time at its option into 71,187.50 shares of Common Stock or 0.05% of the deemed issued and outstanding shares of Common Stock (calculated assuming
the conversion of only the shares of Series A Preferred Stock directly held by PEP Scotland);
|
• |
PEP 5 directly holds 110,581 shares of Series A Preferred Stock, convertible at any time at its option into 6,911,312.50 shares of Common Stock or 4.57% of the deemed issued and outstanding shares of Common Stock (calculated assuming the
conversion of only the shares of Series A Preferred Stock directly held by PEP 5);
|
• |
PEP 6 directly holds 36,847 shares of Series A Preferred Stock, convertible at any time at its option into 2,302,937.50 shares of Common Stock or 1.57% of the deemed issued and outstanding shares of Common Stock (calculated assuming the
conversion of only the shares of Series A Preferred Stock directly held by PEP 6); and
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 14 of 21
|
• |
PEP Advertising directly holds 50,000 shares of Series A Preferred Stock, convertible at any time at its option into 3,125,000 shares of Common Stock or 2.12% of the deemed issued and outstanding shares of Common Stock (calculated
assuming the conversion of only the shares of Series A Preferred Stock directly held by PEP Advertising).
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 15 of 21
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 16 of 21
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 17 of 21
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 18 of 21
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 19 of 21
|
Item 7.
|
Material to be Filed as Exhibits.
|
1 |
Articles Supplementary of OUTFRONT Media Inc. effective April 20, 2020 (incorporated by reference to
Exhibit 3.1 of the Issuer’s Form 8-K filed with the Commission on April 20, 2020).
|
2 |
Investment Agreement, dated April 16, 2020, by and among OUTFRONT Media Inc., Providence Equity Partners VIII-A L.P., Providence Equity Partners VIII (Scotland) L.P., PEP VIII Intermediate 5 L.P., PEP VIII
Intermediate 6 L.P., ASOF Holdings I, L.P. and Ares Capital Corporation (incorporated by reference to Exhibit 10.2 of the Issuer’s Form 8-K filed with the Commission on April 20, 2020).
|
3 |
Joinder to Investment Agreement, dated April 20, 2020, by and among PEP VIII Advertising Co-Investment L.P., Providence Equity Partners VIII-A L.P., Providence Equity Partners VIII (Scotland) L.P., PEP
VIII Intermediate 5 L.P. and PEP VIII Intermediate 6 L.P.
|
4 |
Registration Rights Agreement, dated April 20, 2020, by and among OUTFRONT Media Inc., Providence Equity Partners VIII-A L.P., Providence Equity Partners VIII (Scotland) L.P., PEP
VIII Intermediate 5 L.P., PEP VIII Intermediate 6 L.P., ASOF Holdings I, L.P. and Ares Capital Corporation (incorporated by reference to Exhibit 10.3 of the
Issuer’s Form 8-K filed with the Commission on April 20, 2020).
|
5 |
Joinder to Registration Rights Agreement, dated April 20, 2020, by PEP VIII Advertising Co-Investment L.P.
|
6 |
Joint Filing Agreement, dated as of August 9, 2019, by and among PEP VIII International Ltd., Providence Equity GP VIII L.P., PEP VIII (Scotland) International Ltd., Providence Equity GP VIII (Scotland) L.P., Providence Equity Partners
VIII-A L.P., Providence Equity Partners VIII (Scotland) L.P., PEP VIII Intermediate 5 L.P., PEP VIII Intermediate 6 L.P. and PEP VIII Advertising Co-Investment L.P.
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 20 of 21
|
PEP VIII INTERNATIONAL LTD.
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PROVIDENCE EQUITY GP VIII L.P.
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII (SCOTLAND) INTERNATIONAL LTD.
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PROVIDENCE EQUITY GP VIII (SCOTLAND) L.P.
|
||
By: PEP VIII (Scotland) International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PROVIDENCE EQUITY PARTNERS VIII-A L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PROVIDENCE EQUITY PARTNERS VIII (SCOTLAND) L.P.
|
||
By: Providence Equity GP VIII (Scotland) L.P., its general partner
|
||
By: PEP VIII (Scotland) International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
CUSIP No. 69007J106
|
SCHEDULE 13D
|
Page 21 of 21
|
PEP VIII INTERMEDIATE 5 L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII INTERMEDIATE 6 L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII ADVERTISING CO-INVESTMENT L.P.
|
||
By: Providence Equity GP VIII L.P., its general partner
|
||
By: PEP VIII International Ltd., its general partner
|
||
By:
|
/s/ Sarah N. Conde
|
|
Name: Sarah N. Conde
Title: Authorized Signatory
|
PEP VIII International Ltd.
|
|||||||
Name
|
Employer & Business
Address
|
Present Principal
Occupation or
Employment
|
Citizenship
|
||||
Jonathan M. Nelson
|
PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
|
Director of PEP VIII International Ltd.
|
United States
|
||||
John C. Hahn
|
PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
|
Director of PEP VIII International Ltd.
|
United States and United Kingdom
|
||||
Michael J. Dominguez
|
PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
|
Director of PEP VIII International Ltd.
|
United States
|
||||
Peter O. Wilde
|
PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
|
Director of PEP VIII International Ltd.
|
United States
|
||||
Marc G. Puglia
|
PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
|
Chief Financial Officer of PEP VIII International Ltd. and Director of PEP VIII (Scotland) International Ltd.
|
United States
|
PEP VIII (Scotland) International Ltd.
|
|||||||
Name
|
Employer & Business
Address
|
Present Principal
Occupation or
Employment |
Citizenship
|
||||
Sarah N. Conde
|
PEP VIII (Scotland) International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
|
Director of PEP VIII (Scotland) International Ltd.
|
United States
|
||||
Marc G. Puglia
|
PEP VIII International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
|
Chief Financial Officer of PEP VIII International Ltd. and Director of PEP VIII (Scotland) International Ltd.
|
United States
|
||||
Aaron W. Fine |
PEP VIII (Scotland) International Ltd.
c/o Providence Equity Partners L.L.C.
50 Kennedy Plaza, 18th Floor
Providence, RI 02903
|
Director of PEP VIII (Scotland) International Ltd.
|
United States |