Clear Channel Communications, Inc. Announces Closing of Private Offering of
SAN ANTONIO -- May 1, 2014
Clear Channel Communications, Inc. (“CCU”) announced today that CCU Escrow
Corporation, a newly formed Texas corporation (the “Escrow Issuer”), has
closed its previously announced offering of $850,000,000 in aggregate
principal amount of 10.0% senior notes due 2018 (the “Notes”) in a private
offering that was exempt from registration under the Securities Act of 1933,
as amended (the “Securities Act”). The offering represented an increase of
$450,000,000 from the previously announced offering size.
Upon the closing of the offering of the Notes, the Escrow Issuer, which was
created solely to issue the Notes, deposited the gross proceeds of the
offering (and CCU deposited an amount sufficient to pay accrued interest on
the Notes through the term of the escrow) into a segregated escrow account. On
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, the
proceeds from the Notes will be released from escrow.
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
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.
Until the Assumption is consummated, 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 were 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 was not made to any person in any
jurisdiction in which the offer, solicitation or sale is unlawful. Any offers
of the Notes were 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, the anticipated use
of proceeds of the offering 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.
Executive Vice President, Communications
Vice President, Planning and Investor Relations
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