Clear Channel Communications, Inc. Announces Proposed Private Offering Of $500.0 Million Of Priority Guarantee Notes Due 2021
Clear Channel Communications, Inc. (“CCU”) announced today that it intends to offer, subject to market and customary conditions, $500.0 million in aggregate principal amount of priority guarantee notes due 2021 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be fully and unconditionally guaranteed on a senior basis by CCU’s parent, Clear Channel Capital I, LLC, and all of CCU’s existing and future wholly-owned domestic restricted subsidiaries. The Notes and the related guarantees will be secured by (1) a lien on (a) the capital stock of CCU and (b) certain property and related assets that do not constitute “principal property” (as defined in the indenture governing CCU’s legacy notes), in each case equal in priority to the liens securing the obligations under CCU’s senior secured credit facilities, priority guarantee notes due 2019 and existing priority guarantee notes due 2021 and (2) a lien on the accounts receivable and related assets securing CCU’s receivables based credit facility junior in priority to the lien securing CCU’s obligations thereunder. The Notes will be issued under a new indenture and will not be part of the same class as CCU’s existing priority guarantee notes due 2021.
CCU intends to use the proceeds of this offering together with the proceeds of borrowings under CCU’s receivables based credit facility and cash on hand, to prepay all $847 million of loans outstanding under its term loan A facility and to pay fees and expenses in connection with the offering.
The Notes and related guarantees 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 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 or blue sky laws and foreign securities laws.
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