Clear Channel Communications, Inc. Announces Successful Completion of Private Debt Exchange Offer and Issuance of $1,999,815,000

  Clear Channel Communications, Inc. Announces Successful Completion of
  Private Debt Exchange Offer and Issuance of $1,999,815,000 Aggregate
  Principal Amount of Priority Guarantee Notes Due 2019

Business Wire

SAN ANTONIO -- October 25, 2012

Clear Channel Communications, Inc. (“CCU”) announced today the closing of its
previously announced private offer to exchange up to $2.0 billion aggregate
principal amount of term loans under its cash flow credit facilities for a
like principal amount of newly issued CCU 9.0% priority guarantee notes due
2019 (the “Notes”). Because in excess of $8.6 billion in aggregate principal
amount of term loans was submitted for exchange in the exchange offer, the
amount of each lender’s term loans that was accepted for exchange was reduced
by a proration factor of 23.0590%. As a result of the application of the
proration factor and rounding as described in the Offering Circular (as
defined below), CCU issued an aggregate principal amount of $1,999,815,000 of
the Notes. The exchange offer, which was only available to eligible lenders
under CCU’s cash flow credit facilities, was made pursuant to an Offering
Circular dated October 12, 2012, as supplemented on October 18, 2012 (as
supplemented, the “Offering Circular”), and was exempt from registration under
the Securities Act of 1933, as amended (the “Securities Act”).

Concurrently with the closing of the exchange offer, CCU entered into an
amendment to the agreement governing its cash flow credit facilities (the
“Amendment”). The Amendment, among other things: permits exchange offers of
term loans for new debt securities in an aggregate principal amount of up to
$5.0 billion; provides CCU with greater flexibility to prepay tranche A term
loans; following the repayment or extension of all tranche A term loans,
permits below par non-pro rata purchases of term loans pursuant to customary
Dutch auction procedures whereby all lenders of the class of term loans
offered to be purchased will be offered an opportunity to participate;
following the repayment or extension of all tranche A term loans, permits the
repurchase of junior debt maturing before January 2016 with cash on hand in an
amount not to exceed $200 million; combines the term loan B, the delayed draw
term loan 1 and the delayed draw term loan 2 under the cash flow credit
facilities; preserves revolving credit facility capacity in the event CCU
repays all amounts outstanding under the revolving credit facility; and
eliminates certain restrictions on the ability of Clear Channel Outdoor
Holdings, Inc. and its subsidiaries to incur debt. Upon the consummation of
the exchange offer, approximately $9.3 billion in aggregate principal amount
of term loans was outstanding under the cash flow credit facilities.

The Notes are fully and unconditionally guaranteed, jointly and severally, on
a senior basis by CCU’s parent, Clear Channel Capital I, LLC, and all of CCU’s
existing and future domestic wholly-owned restricted subsidiaries. The Notes
and the related guarantees are secured by (1) a lien on (a) the capital stock
of CCU and (b) certain property and related assets that do not constitute
“principal property” (as defined in the indenture governing certain existing
senior notes of CCU), in each case equal in priority to the liens securing the
obligations under CCU’s cash flow credit facilities and existing priority
guarantee notes and (2) a lien on the accounts receivable and related assets
securing CCU’s receivables based credit facility junior in priority to the
lien securing CCU’s obligations thereunder. In addition to the collateral
granted to secure the Notes, the collateral agent and the trustee for the
Notes entered into an agreement with the administrative agent for the lenders
under the cash flow credit facilities to share in a certain percentage of any
proceeds realized on collateral consisting of principal properties. The
indenture governing the Notes contains a “most favored nation” provision that
provides that if the Company issues debt securities in future debt exchange
offers that contain certain specified terms that are more favorable to holders
of those debt securities than the corresponding provisions applicable to
holders of the Notes, the Company will be required to offer to exchange all of
the Notes for the same debt securities.

“We are pleased with the success of this debt transaction and gratified that
it was so significantly oversubscribed,” said Tom Casey, Executive Vice
President and Chief Financial Officer. “We appreciate the support from our
sponsors and our lenders for the amendments to our credit facilities that made
this transformational transaction possible. As the latest step in our
continuing refinancing strategy, it will also provide us greater flexibility
to manage our debt maturities in the future. We believe that this transaction
reflects investor confidence in the Company’s business strategy and
performance.”

The Notes and related guarantees were offered only in reliance on exemptions
from registration under the Securities Act. The Notes and the related
guarantees have not been registered under the Securities Act, or the
securities laws of any state or other jurisdiction, and may not be offered or
sold in the United States without registration or an applicable exemption from
the Securities Act and applicable state securities or blue sky laws and
foreign securities laws.

About Clear Channel Communications

Clear Channel Communications, Inc. is one of the leading global media and
entertainment companies specializing in radio, digital, outdoor, mobile, live
events and on-demand entertainment and information services for local
communities and providing premier opportunities for advertisers.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements based on current CCU
management expectations. These forward-looking statements include all
statements other than those made solely with respect to historical facts and
include, but are not limited to, statements regarding the Company’s debt
maturities. Numerous risks, uncertainties and other factors may cause actual
results to differ materially from those expressed in any forward-looking
statements. These risks, uncertainties and other factors include, but are not
limited to, the Company’s substantial indebtedness and its ability to access
the debt capital markets. Many of the factors that will determine the outcome
of the subject matter of this press release are beyond CCU’s ability to
control or predict. CCU undertakes no obligation to revise or update any
forward-looking statements, or to make any other forward-looking statements,
whether as a result of new information, future events or otherwise.

Contact:

Clear Channel Communications, Inc.
Media
Wendy Goldberg, 212-549-0965
Senior Vice President – Communications
or
Investors
Brian Coleman, 210-822-2828
Senior Vice President and Treasurer
 
Press spacebar to pause and continue. Press esc to stop.