Outfront Media Inc. · NYSE:OUT
Outfront Media — CBS Outdoor Americas — Merger or Acquisition (July 2014)
13 slides from Outfront Media's merger presentation, Jul 21, 2014
Slide 1: Van Wagner Acquisition
Exhibit 99.2 Exhibit Van July Wagner 21,99.2 2014Acquisition
Slide 2: Safe Harbor and Forward-Looking Statements
Safe Forward-Looking We or forward-looking potential should that forth delay necessary to Company’s issues; levels prior regulation; content-based charges separation our governmental legislative, ownership liabilities subsidiary Corporation subject and Commission this assumptions Non-GAAP This the 2
Slide 3: Presenters: Jeremy Male, CEO and Donald Shassian, CFO
Jeremy Male—CEO 3Donald Shassian—CFO
Slide 4: Acquiring Van Wagner Enhances CBSO Transaction Highlights
Transaction Acquiring Enhances Highly Top-DMAs National Leverages Immediately 4Substantially complementary advertiser platform the CBSO Highlights accretive all largest the operating for strategy assets U.S. to future “top AFFO/share private are expense ofgrowth REIT theportfolio pyramid” qualified
Slide 5: Premium Locations in Top Markets
Premium Los Hollywood Sunset The New 34th Long Times Queensboro Other Washington, Miami Chicago 5Boston Angeles Mission St York Island Top-25 Square Strip Blvd. &Locations 7th &Expressway Bridge /D.C. Ave DMAs San VineFrancisco in Top Markets
Slide 6: Acquired Assets Footprint by DMA
16 Vegas Acquired 1,094 8,386 Minn/St.P San Los Las Dallas Boston New Philadelphia Washington Miami Chicago Billboards: Other Angeles Fran York billboards other Displays: #51 #161 #71 Rankings #31 #61 Assets #151 #11 #421 8displays 46 7597 55 3294 15 22 47 #81 #21 #41644 1,043 210 331 95 185 4,619 1
Slide 7: Transaction Overview
Acquiring Transaction Opportunity Purchase Value Acquired Represents 100% Financing Estimated Capital Full Use No Continued Anticipated Timing 7Subject change residual tax cash Allocation to basis price Business 4.9x regulatory certain focus to consideration aclosing Overview Structure does to free
Slide 8: Pro Forma Financials
$(1) Financials Franchise Forma (2)Millions (4) (6) Per Adjusted Outdoor (5) personnel (7) 8(8) Per & Reflects CBS SeeCBS Represents theandthe Operating Reflects Outdoor 2013 OIBDA7 historically. 2013 expenses incremental page other Outdoor’s audited carve-out the Expenses Acquired $393 13accounting
Slide 9: Sources and Uses and Leverage
$ Leverage Sources Leverage 3/31/2014 Adjusted $425MM Term Existing New Total 2013 Senior Gross 91Cash Millions Indebtedness Pro on & $715 Debt Loan Leverage Secured Equivalents Revolver & Uses Hand Senior Forma Calculation Revolver Adjustments Uses $1,598 Total B defined 798 75 Debt Leverage1 Unsec
Slide 10: Executing on Stated Business Objectives
Executing on Stated Business Objectives 10
Slide 11: Summary
Acquisition of highly complementary major-market billboard portfolio Leverages CBSO operating expense infrastructure Immediately accretive to AFFO per share Enhances platform for future growth Summary 11
Slide 12: Non-GAAP Financial Measures
Non-GAAP In include offset OIBDA forecasting to acquisition same Adjusted underlying measures Business’ calculated operating for 12 evaluate addition discretionary lines bynon-GAAP and estimated OIBDA provide performance. results in that operational the to of future Financial Adjusted accordance the
Slide 13: Reconciliations
(2) $Reconciliations For December CBS Revenue Operating Depreciation Amortization Stock-Based Adjusted Incremental Net Pro Margin (1) Outdoor (3)Millions Represents the Forma Gain Expense costs Acquired Numbers 13 Year 30.4% likePer Business historically. $1,294 OIBDA on Income 31, Adjusted Stand-al
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