

	As of
(in millions, except percentages)	December 31, 2019			December 31, 2018
Short-term debt:
AR Facility	$	105.0		$	85.0
Repurchase Facility	90.0			75.0
Total short-term debt	195.0			160.0

Long-term debt:
Term loan	597.5			668.1

Senior unsecured notes:
5.250% senior unsecured notes, due 2022	—			549.7
5.625% senior unsecured notes, due 2024	501.7			502.2
5.875% senior unsecured notes, due 2025	—			450.0
5.000% senior unsecured notes, due 2027	650.0			—
4.625% senior unsecured notes, due 2030	500.0			—
Total senior unsecured notes	1,651.7			1,501.9

Debt issuance costs	(27.1		)	(20.4		)
Total long-term debt, net	2,222.1			2,149.6

Total debt, net	$	2,417.1		$	2,309.6

Weighted average cost of debt	4.5		%	5.1		%

On November 18, 2019, the Company, along with its wholly-owned subsidiaries, Outfront Media Capital LLC (“Finance LLC”) and Outfront Media Capital Corporation (together with Finance LLC, the “Borrowers”), and other guarantor subsidiaries party thereto, entered into an amendment (the “Amendment”) to its credit agreement and its related security agreement, each dated January 31, 2014 (together, and as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit Agreement”). The Amendment provides for, among other things, (i) the extension of the maturity date of the Borrowers’ existing revolving credit facility (the “Revolving Credit Facility”) from March 16, 2022, to November 18, 2024, (ii) the extension of the maturity date of the Borrowers’ existing term loan (the “Term Loan”) from March 16, 2024, to November 18, 2026, (iii) an increase to the borrowing capacity under the Revolving Credit Facility by $70.0 million to $500.0 million, (iv) a decrease to the outstanding principal balance of the Term Loan, using cash on hand, to $600.0 million, (v) a reduction in the interest rate margins applicable to the Borrowers under the Term Loan from 1.00% to 0.75%, in the case of base rate borrowings, and from 2.00% to 1.75%, in the case of London Interbank Offered Rate (“LIBOR”) borrowings, (vi) a reduction in the interest rate margins applicable to the Borrowers under the Revolving Credit Facility from a range of 1.25% to 1.00% to

a range of 0.75% to 0.25%, in the case of base rate borrowings, and from a range of 2.25% to 2.00% to 1.75% to 1.25%, in the case of LIBOR borrowings, in each case, based on the Borrowers’ leverage ratio, and (vii) revisions to certain provisions of the Credit Agreement to, among other things, update covenants for greater operational and financial flexibility to the Company (including incurrence of additional indebtedness and liens).

The commitment fee based on the amount of unused commitments under the Revolving Credit Facility was $1.6 million in 2019, $1.4 million in 2018 and $1.5 million in 2017. As of December 31, 2019, we had issued letters of credit totaling approximately $1.6 million against the letter of credit facility sublimit under the Revolving Credit Facility.

In the fourth quarter of 2019, we decreased our letter of credit facilities from $150.0 million to $78.0 million. As of December 31, 2019, we had issued letters of credit totaling approximately $70.9 million under our aggregate $78.0 million standalone letter of credit facilities. The total fees under the letter of credit facilities in 2019, 2018 and 2017, were immaterial.

As of December 31, 2019, we have $125.0 million revolving accounts receivable securitization facility (the “AR Facility”), which terminates in June 2022, unless further extended, and a 364-day uncommitted $90.0 million structured repurchase facility (the “Repurchase Facility” and together with the AR Facility, the “AR Securitization Facilities”), which terminates in June 2020, unless further extended.

On July 19, 2019, the Company, certain subsidiaries of the Company and MUFG Bank, Ltd. (“MUFG”) entered into amendments to the agreements governing the AR Securitization Facilities, along with other agreements with MUFG, pursuant to which the Company (i) granted the Purchasers (as defined below) a security interest in the existing and future accounts receivable and certain related assets of the Company’s taxable REIT subsidiaries (“TRSs”) as additional collateral under the AR Facility, (ii) increased the borrowing capacity under the AR Facility from $100.0 million to its current capacity of $125.0 million, (ii) increased the borrowing capacity under the Repurchase Facility from $75.0 million to its current capacity of $90.0 million, (iii) extended the term of the AR Facility so that it now terminates on June 30, 2022, unless further extended, and (iv) extended the term of the Repurchase Facility so that it now terminates on June 30, 2020, unless further extended. The amendments to the agreements governing the AR Securitization Facilities do not change how we account for the AR Securitization Facilities as a collateralized financing activity.

In connection with the AR Securitization Facilities, Outfront Media LLC and Outfront Media Outernet Inc., each a wholly-owned subsidiary of the Company, and certain of the Company’s TRSs (the “Originators”), will sell and/or contribute their respective existing and future accounts receivable and certain related assets to either Outfront Media Receivables LLC, a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s qualified REIT subsidiary accounts receivable assets (the “QRS SPV”) or Outfront Media Receivables TRS, LLC a special purpose vehicle and wholly-owned subsidiary of the Company relating to the Company’s TRS accounts receivable assets (the “TRS SPV” and together with the QRS SPV, the “SPVs”). The SPVs will transfer undivided interests in their respective accounts receivable assets to certain purchasers from time to time (the “Purchasers”). The SPVs are separate legal entities with their own separate creditors who will be entitled to access the SPVs’ assets before the assets become available to the Company. Accordingly, the SPVs’ assets are not available to pay creditors of the Company or any of its subsidiaries, although collections from the receivables in excess of amounts required to repay the Purchasers and other creditors of the SPVs may be remitted to the Company. Outfront Media

LLC will service the accounts receivables on behalf of the SPVs for a fee. The Company has agreed to guarantee the performance of the Originators and Outfront Media LLC, in its capacity as servicer, of their respective obligations under the agreements governing the AR Facility. Neither the Company, the Originators nor the SPVs guarantee the collectability of the receivables under the AR Facility. Further, the TRS SPV and the QRS SPV are jointly and severally liable for their respective obligations under the agreements governing the AR Facility.

In connection with the Repurchase Facility, the Originators may borrow funds collateralized by subordinated notes (the “Subordinated Notes”) issued by the SPVs in favor of their respective Originators and representing a portion of the outstanding balance of the accounts receivable assets sold by the Originators to the SPVs under the AR Facility. The Subordinated Notes will be transferred to MUFG, as repurchase buyer, on an uncommitted basis, and subject to repurchase by the applicable Originators on termination of the Repurchase Facility. The Originators have granted MUFG a security interest in the Subordinated Notes to secure their obligations under the agreements governing the Repurchase Facility, and the Company has agreed to guarantee the Originators’ obligations under the agreements governing the Repurchase Facility.

As of December 31, 2019, there were $105.0 million of outstanding borrowings under the AR Facility at a borrowing rate of approximately 2.7%, and $90.0 million of outstanding borrowings under the Repurchase Facility, at a borrowing of approximately 2.9%. As of December 31, 2019, borrowing capacity remaining under the AR Facility was $20.0 million, based on approximately $304.7 million of accounts receivable used as collateral for the AR Securitization Facilities, and there was no borrowing capacity remaining under the Repurchase Facility, in accordance with the agreements governing the AR Securitization Facilities. The commitment fee based on the amount of unused commitments under the AR Facility was immaterial in 2019 and 2018.

On July 15, 2019, we used the net proceeds from our June 14, 2019, issuance of $650.0 million aggregate principal amount of 5.000% Senior Unsecured Notes due 2027 (the “2027 Notes”) to, among other things, redeem all of our outstanding 5.250% Senior Unsecured Notes due 2022 (the “2022 Notes”), pay accrued and unpaid interest on the 2022 Notes, and pay fees and expenses in connection with the 2022 Notes redemption. In the third quarter of 2019, we recorded a Loss on extinguishment of debt of $11.0 million relating to the 2022 Notes on the Consolidated Statement of Operations.

On November 18, 2019, the Borrowers issued $500.0 million aggregate principal amount of 4.625% Senior Unsecured Notes due 2030 (the “2030 Notes”) in a private placement. The 2030 Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and each of its direct and indirect domestic subsidiaries that guarantee the Senior Credit Facilities. Interest on the 2030 Notes is payable on March 15 and September 15 of each year, commencing on March 15, 2020. On or after March 15, 2025, the Borrowers may redeem at any time, or from time to time, some or all of the 2030 Notes. Prior to such date, the Borrowers may redeem up to 40% of the aggregate principal amount of the aggregate principal amount with the proceeds of certain equity offerings, provided that at least 50% of the aggregate principal amount of the Notes remain outstanding after the redemption.

On December 18, 2019, we used the net proceeds from the issuance of the 2030 Notes to, among other things, redeem all of our outstanding 2025 Notes, pay accrued and unpaid interest on the 2025 Notes, and pay fees and expenses in connection with the 2025 Notes redemption. In the fourth quarter of 2019, we recorded a Loss on extinguishment of debt of $17.5 million relating to the 2025 Notes on the Consolidated Statement of Operations.

The Credit Agreement, the agreements governing the AR Securitization Facilities, and the indentures governing our senior unsecured notes contain customary affirmative and negative covenants, subject to certain exceptions, including but not limited to those that limit the Company’s and our subsidiaries’ abilities to (i) pay dividends on, repurchase or make distributions in respect to the Company’s or its wholly-owned subsidiary, Outfront Media Capital LLC’s (“Finance LLC’s”) capital stock or make other restricted payments other than dividends or distributions necessary for us to maintain our REIT status, subject to certain conditions, and (ii) enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany or third-party transfers.

The terms of the Credit Agreement (and under certain circumstances, the agreements governing the AR Securitization Facilities) require that we maintain a Consolidated Net Secured Leverage Ratio, which is the ratio of (i) our consolidated secured debt (less up to $150.0 million of unrestricted cash) to (ii) our Consolidated EBITDA (as defined in the Credit Agreement) for the trailing four consecutive quarters, of no greater than 4.5 to 1.0. As of December 31, 2019, our Consolidated Net Secured Leverage Ratio was 1.2 to 1.0 in accordance with the Credit Agreement. The Credit Agreement also requires that, in connection with the incurrence of certain indebtedness, we maintain a Consolidated Total Leverage Ratio, which is the ratio of our consolidated total debt to our Consolidated EBITDA for the trailing four consecutive quarters, of no greater than 6.0 to 1.0. As of December 31, 2019, our Consolidated Total Leverage Ratio was 4.4 to 1.0 in accordance with the Credit Agreement. As of December 31, 2019, we are in compliance with our debt covenants.

As of December 31, 2019, we had deferred $36.2 million in fees and expenses associated with the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes. We are amortizing the deferred fees through Interest expense, net, on our Consolidated Statement of Operations over the respective terms of the Term Loan, Revolving Credit Facility, AR Securitization Facilities and our senior unsecured notes.

We have several interest rate cash flow swap agreements to effectively convert a portion of our LIBOR-based variable rate debt to a fixed rate and hedge our interest rate risk related to such variable rate debt. The fair value of these swap positions was a net liability of $4.6 million as of December 31, 2019, and $2.4 million as of December 31, 2018, and is included in Other liabilities on our Consolidated Statement of Financial Position.

As of December 31, 2019, under the terms of the agreements, we will pay interest based on an aggregate notional amount of $200.0 million, under a weighted-average fixed interest rate of 2.7%, with a receive rate of one-month LIBOR and which mature at various dates until June 30, 2022. The one-month LIBOR rate was approximately 1.8% as of December 31, 2019.

Under the fair value hierarchy, observable inputs such as unadjusted quoted prices in active markets for identical assets or liabilities are defined as Level 1; observable inputs other than quoted prices included within Level 1 that are either directly or indirectly observable for the asset or liability are defined as Level 2; and unobservable inputs for the asset or liability are defined as Level 3. The aggregate fair value of our debt, which is estimated based on quoted market prices of similar liabilities, was approximately $2.5 billion as of December 31, 2019 and $2.3 billion as of December 31, 2018. The fair value of our debt as of both December 31, 2019 and 2018 is classified as Level 2. The aggregate fair value loss associated with our interest rate cash flow swap agreements was approximately $4.6 million as of December 31, 2019, and $2.4 million as of December 31, 2018. The aggregate fair value of our interest rate cash flow swap agreements as of both December 31, 2019 and 2018, is classified as Level 2.