Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the “Company”) announced today the pricing of $735,750,000 aggregate principal amount of 6.5% Series A Senior Notes due 2022, which will be issued at an issue price of 99.0% of par, and $1,989,250,000 aggregate principal amount of 6.5% Series B Senior Notes due 2022, which will be issued at par (together, the “Notes”), offered by its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc. (“Clear Channel Worldwide”). The Company anticipates that the closing of the private offering will take place on November 19, 2012, subject to customary closing conditions.
The Company, its wholly-owned subsidiary Clear Channel Outdoor, Inc., 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 thereunder.
The Notes and related guarantees are being offered only to “qualified institutional buyers” in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (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.