Clear Channel Communications, Inc. Announces Pricing of Upsized Private
Offering of Senior Notes
SAN ANTONIO -- April 28, 2014
Clear Channel Communications, Inc. (“CCU”) announced today that CCU Escrow
Corporation, a newly formed Texas corporation (the “Escrow Issuer”), has
priced an offering of $850,000,000 in aggregate principal amount of 10.0%
senior notes due 2018 (the “Notes”) in a private offering that is exempt from
registration under the Securities Act of 1933, as amended (the “Securities
Act”). The offering represents an increase of $450,000,000 from the previously
announced offering size. The Notes were priced at 100.0% of par and will be
issued under an indenture to be dated as of May 1, 2014. The sale of the Notes
is expected to be completed on May 1, 2014, subject to customary closing
At the closing of the offering of Notes, the Escrow Issuer, which was created
solely to issue the Notes, will deposit the gross proceeds of the offering
(and CCU will deposit an amount sufficient to pay accrued interest on the
Notes through the term of the escrow) into a segregated escrow account until
the date on which certain escrow release conditions are satisfied, including
the substantially concurrent (1) redemption of approximately $567.1 million
aggregate principal amount of CCU’s 5.5% senior notes due 2014 (the “2014
legacy notes”) (including 2014 legacy notes held by a subsidiary of CCU) and
$241.0 million aggregate principal amount of CCU’s 4.9% senior notes due 2015
(the “2015 legacy notes”) and (2) assumption of the Escrow Issuer’s
obligations under the Notes by CCU (the “Assumption”), as described below.
No later than 30 days after the closing of the offering of Notes, CCU intends
to issue a 30-day irrevocable notice to redeem approximately $567.1 million
aggregate principal amount of its 2014 legacy notes and $241.0 million
aggregate principal amount of its 2015 legacy notes. At the end of the 30-day
period, the escrowed funds will be released and used to redeem the 2014 legacy
notes and the 2015 legacy notes called for redemption, to pay accrued and
unpaid interest to, but not including, the date of redemption, and to pay the
fees and expenses related to this offering and the redemption of the 2014
legacy notes and the 2015 legacy notes.
Substantially simultaneously with the consummation of the redemption of the
2014 legacy notes and the 2015 legacy notes, the Escrow Issuer intends to
merge with and into CCU, with CCU continuing as the surviving corporation. At
the time of and as a result of the consummation of the merger, CCU will assume
all of the obligations of the Escrow Issuer under the Notes in the Assumption.
If the proceeds from the Notes are not released from escrow on or prior to the
date that is 60 days after the issue date of the Notes, the Escrow Issuer will
redeem all of the Notes at 100% of the aggregate principal amount thereof,
plus accrued and unpaid interest from the date of issuance of the Notes to,
but not including, the date of redemption.
Prior to the Assumption, the Notes will be secured by a first-priority
security interest in the escrow account and all deposits and investment
property therein. Following the Assumption, the Notes will be the senior
unsecured obligations of CCU and will not be guaranteed by any of CCU’s parent
companies or any of its subsidiaries.
The Notes 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 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.
This press release is for informational purposes only and shall not constitute
an offer to sell or the solicitation of an offer to buy the Notes or any other
securities. The offering of Notes is not being made to any person in any
jurisdiction in which the offer, solicitation or sale is unlawful. Any offers
of the Notes will be made only by means of a private offering circular. This
press release should not be construed as a notice of redemption, offer or
solicitation with respect to the 2014 legacy notes or the 2015 legacy notes.
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.
Numerous risks, uncertainties and other factors may cause actual results to
differ materially from those expressed in any forward-looking statements. Such
risks and uncertainties include, but are not limited to, whether or not the
Escrow Issuer will consummate the offering, the anticipated use of proceeds of
the offering, if consummated, and whether the Assumption will in fact occur.
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. Neither CCU
nor the Escrow Issuer undertakes any obligation to update or revise any
forward-looking statements as a result of new information, future events or
About Clear Channel Communications
Clear Channel Communications 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.
Clear Channel Communications, Inc.
Wendy Goldberg, 212-549-0965
Executive Vice President, Communications
Effie Epstein, 212-377-1116
Vice President, Planning and Investor Relations
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