Clear Channel Communications, Inc. (“CCU”) announced today that it is seeking, subject to market and customary conditions, to extend $1.0 billion in aggregate principal amount of outstanding term loans B and C due January 2016 until July 2019. The new extended term loans will have the same security and guarantee package as the outstanding term loans B, C and D. Consummation of the term loan extension is subject to the satisfaction or waiver of certain conditions, including the submission for extension of at least $1.0 billion in aggregate principal amount of outstanding term loans B and C and other customary closing documentation.
CCU also announced today that it has commenced a private offer (the “Exchange Offer”) to holders of CCU’s outstanding 10.75% Senior Cash Pay Notes due 2016 (the “Outstanding Cash Pay Notes”) and 11.00%/11.75% Senior Toggle Notes due 2016 (the “Outstanding Toggle Notes” and collectively with the Outstanding Cash Pay Notes, the “Outstanding Notes”) to exchange any and all Outstanding Notes for its newly issued Senior Notes due 2021 (the “New Notes”). The New Notes will be issued as “additional notes” under the indenture governing CCU’s outstanding Senior Notes due 2021 that were issued on June 21, 2013 (the “Existing 2021 Notes”). New Notes issued upon the initial settlement date for the Exchange Offer will, upon issuance, trade fungibly with the Existing 2021 Notes.
The Exchange Offer, which is only available to holders of Outstanding Notes that have certified their status as (i) both “qualified institutional buyers” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and institutional “accredited investors” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or (ii) not “U.S. persons” as that term is defined in Rule 902 under the Securities Act (each, an “Eligible Holder”), is being made pursuant to an Offering Circular dated November 25, 2013 (the “Offering Circular”), and is exempt from registration under the Securities Act.