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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.