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
conditions.
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.
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. 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 otherwise.
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.
Copyright Business Wire 2014