ARES MANAGEMENT LLC - 25 Sep 2024 Form 4 Insider Report for OUTFRONT Media Inc. (OUT)

Footnote F1

Each share of Series A Preferred Stock is convertible at any time at the option of the holder into shares of Common Stock at an initial conversion price of $16.00 per share and at an initial conversion rate of 62.50 shares of Common Stock per share of Series A Preferred Stock. The Series A Preferred Stock has no expiration date.

Footnote F2

Includes 1,562,500 shares of Common Stock underlying 25,000 shares of Series A Preferred Stock previously held of record by Ares Capital Corporation ("Ares Capital") and 6,250,000 shares of Common Stock underlying 100,000 shares of Series A Preferred Stock previously held of record by ASOF Holdings I, L.P. ("ASOF Holdings I").

Footnote F3

Ares Partners Holdco LLC ("Ares Partners") is the sole member of each of Ares Voting LLC and Ares Management GP LLC, which are respectively the holders of the Class B and Class C common stock of Ares Management Corporation ("Ares Management"), which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco LLC, which is the general partner of Ares Management Holdings L.P., which is the sole member of Ares Management LLC, which is: (i) the sole member of ASOF Investment Management LLC, which is the manager of ASOF Holdings I; and (ii) the sole member of Ares Capital Management LLC, which is the investment advisor of Ares Capital. We refer to all of the foregoing entities collectively as the Ares Entities.

Footnote F4

Each of the Ares Entities may be deemed to share beneficial ownership of the securities reported herein, but each disclaims any such beneficial ownership of securities not held of record by them. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions. Each of these individuals disclaims beneficial ownership of the securities that may be deemed to be beneficially owned by Ares Partners.