Clear Channel Outdoor Holdings, Inc. Announces Proposed Private Offering of
SAN ANTONIO -- November 02, 2012
Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the “Company”) announced
today that its indirect, wholly-owned subsidiary, Clear Channel Worldwide
Holdings, Inc. (“Clear Channel Worldwide”), will offer, subject to market and
customary conditions, $735,750,000 aggregate principal amount of Series A
Senior Notes due 2022 (the “Series A Notes”) and $1,989,250,000 aggregate
principal amount of Series B Senior Notes due 2022 (the “Series B Notes” and,
together with the Series A Notes, the “Notes”) in a private offering that is
exempt from registration under the Securities Act of 1933, as amended (the
The Company, its wholly-owned subsidiary Clear Channel Outdoor, Inc. (“CCOI”),
and certain of the Company’s other domestic subsidiaries (collectively, the
“Guarantors”) will guarantee the Notes. The Notes will be senior obligations
that rank pari passu in right of payment to all unsubordinated indebtedness of
Clear Channel Worldwide, and the guarantees of the Notes will be senior
obligations that rank pari passu in right of payment to all unsubordinated
indebtedness of the Guarantors.
Clear Channel Worldwide intends to use the net proceeds from this offering,
together with cash on hand, to pay the consideration in a concurrent tender
offer Clear Channel Worldwide has undertaken in respect of its existing 9.25%
Series A Senior Notes due 2017 and its existing 9.25% Series B Senior Notes
due 2017 (together, the “Existing Notes”), and to pay all related fees and
expenses. Clear Channel Worldwide currently intends to call for redemption on
the closing date of this offering any Existing Notes that have not been
tendered pursuant to the tender offer and to use the remaining net proceeds of
this offering, together with cash on hand, to satisfy its obligations
The Notes and related guarantees will be offered only to “qualified
institutional buyers” in reliance on the exemption from registration pursuant
to Rule 144A under the Securities Act and to persons outside of the United
States in compliance with Regulation S 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 laws.
This press release is for informational purposes only and does not constitute
a notice of redemption under the indentures governing the Existing Notes or an
offer to sell nor the solicitation of an offer to buy the Notes or any other
securities. The offering of the Notes is not being made to any person in any
jurisdiction in which the offer, solicitation or sale of the Notes is
About Clear Channel Outdoor Holdings, Inc.
Clear Channel Outdoor Holdings, Inc. is one of the world’s largest outdoor
advertising companies, with more than 750,000 displays in over 40 countries
across five continents, including 48 of the 50 largest markets in the United
States. Clear Channel Outdoor Holdings, Inc. offers many types of displays
across its global platform to meet the advertising needs of its customers.
This includes a growing digital platform that now offers over 1,000 digital
displays across 37 U.S. markets. Clear Channel Outdoor Holdings, Inc.’s
International segment operates in nearly 30 countries across Asia, Australia,
Europe and Latin America in a wide variety of formats.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on current Clear
Channel Outdoor Holdings, Inc.’s 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 offering of the Notes, the anticipated terms of the
Notes and the anticipated use of the proceeds of the offering. 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, whether or
not Clear Channel Worldwide will consummate the offering, and if it does, the
terms of the Notes and the size, timing and use of proceeds of the offering.
Many of the factors that will determine the outcome of the subject matter of
this press release are beyond Clear Channel Outdoor Holdings, Inc.’s ability
to control or predict. Clear Channel Outdoor Holdings, Inc. 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.
Clear Channel Outdoor Holdings, Inc.
Wendy Goldberg, 212-549-0965
Senior Vice President – Communications
Brian Coleman, 210-822-2828
Senior Vice President and Treasurer
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