Clear Channel Communications, Inc. (“CCU”) announced today that CCU Escrow Corporation, a newly formed Texas corporation (the “Escrow Issuer”), has priced an offering of $850,000,000 in aggregate principal amount of 10.0% senior notes due 2018 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The offering represents an increase of $450,000,000 from the previously announced offering size. The Notes were priced at 100.0% of par and will be issued under an indenture to be dated as of May 1, 2014. The sale of the Notes is expected to be completed on May 1, 2014, subject to customary closing conditions.
At the closing of the offering of Notes, the Escrow Issuer, which was created solely to issue the Notes, will deposit the gross proceeds of the offering (and CCU will deposit an amount sufficient to pay accrued interest on the Notes through the term of the escrow) into a segregated escrow account until the date on which certain escrow release conditions are satisfied, including the substantially concurrent (1) redemption of approximately $567.1 million aggregate principal amount of CCU’s 5.5% senior notes due 2014 (the “2014 legacy notes”) (including 2014 legacy notes held by a subsidiary of CCU) and $241.0 million aggregate principal amount of CCU’s 4.9% senior notes due 2015 (the “2015 legacy notes”) and (2) assumption of the Escrow Issuer’s obligations under the Notes by CCU (the “Assumption”), as described below.
No later than 30 days after the closing of the offering of Notes, CCU intends to issue a 30-day irrevocable notice to redeem approximately $567.1 million aggregate principal amount of its 2014 legacy notes and $241.0 million aggregate principal amount of its 2015 legacy notes. At the end of the 30-day period, the escrowed funds will be released and used to redeem the 2014 legacy notes and the 2015 legacy notes called for redemption, to pay accrued and unpaid interest to, but not including, the date of redemption, and to pay the fees and expenses related to this offering and the redemption of the 2014 legacy notes and the 2015 legacy notes.
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