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Clear Channel Communications, Inc. Seeks Extensions Of Existing Term Loans And Announces Proposed Private Notes Exchange Offer

The Exchange Offer will expire at 11:59 p.m., New York City time, on December 23, 2013, unless extended by CCU (such time and date, as the same may be extended, the “Expiration Date”). Eligible Holders who validly tender and do not validly withdraw Outstanding Notes on or prior to 5:00 p.m., New York City time, on December 9, 2013, unless extended by CCU (such time and date, as the same may be extended, the “Early Tender Date”), will receive additional consideration as described below. In the event that at least $375.0 million aggregate principal amount of Outstanding Notes have been validly tendered and not withdrawn on the Early Tender Date, holders whose Outstanding Notes are accepted for exchange in the Exchange Offer will receive additional consideration as described below. Outstanding Notes tendered on or prior to the Early Tender Date will settle on or before the Expiration Date. Outstanding Notes tendered after the Early Tender Date but before the Expiration Date will settle promptly after the Expiration Date. Tenders of Outstanding Notes may be withdrawn prior to 5:00 p.m., New York City time, on December 9, 2013, unless extended by CCU.

Clear Channel Communications, Inc. Outstanding Notes to be Exchanged
 

CUSIP Nos.
 

Outstanding Aggregate Principal Amount
 

Consideration for each $1,000 Principal Amount of Outstanding Notes Tendered on or Prior to the Early Tender Date (1)
 

Consideration for each $1,000 Principal Amount of Outstanding Notes Tendered After the Early Tender Date (1)
 

Additional Contingent Cash Consideration for each $1,000 Principal Amount of Outstanding Notes Tendered (2)

10.75% Senior Cash Pay Notes due 2016

184502BB7

$ 448,128,000

$1,100 of New Notesand$20 of cash

$1,050 of New Notesand$20 of cash

$20 of cash
 

11.00%/11.75% Senior Toggle Notes due 2016
184502BE1

$ 340,009,076

$1,100 of New Notesand$20 of cash

$1,050 of New Notesand$20 of cash

$20 of cash
(1)   Participating holders will also receive, with respect to their Outstanding Notes accepted for exchange, accrued and unpaid interest, if any, in cash, from the last applicable interest payment date up to, but not including, the applicable settlement date. However, because interest on the New Notes will accrue from the last interest payment date of the Existing 2021 Notes, the cash portion (but not the PIK portion) of the interest accrued on the New Notes from such last interest payment date up to, but not including, the applicable settlement date will be deducted from the interest payable by CCU on the Outstanding Notes as described in the Offering Circular.
(2) In the event that at least $375.0 million aggregate principal amount of Outstanding Notes have been validly tendered and not withdrawn on the Early Tender Date, holders whose Outstanding Notes are accepted for exchange in the Exchange Offer will receive an additional $20 in cash per $1,000 aggregate principal amount of such Outstanding Notes that are accepted for exchange in the Exchange Offer.

Consummation of the Exchange Offer is subject to the satisfaction or waiver of certain conditions, including CCU’s determination on the initial settlement date for the Exchange Offer that the New Notes to be issued in exchange for Outstanding Notes tendered on or before the Early Tender Date will be fungible with the Existing 2021 Notes for all purposes, including for U.S. federal income tax purposes (the “Fungibility Condition”). CCU reserves the right, in its sole discretion, to waive or modify any one or more of the conditions to the Exchange Offer, other than the Fungibility Condition, which CCU will not be entitled to waive. Consummation of the term loan extension is not a condition to the Exchange Offer.

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