San Antonio, TX, February 7, 2019 – Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the “Company”) announced today that its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc. (“Clear Channel Worldwide”), upsized and priced an offering of $2,235.0 million aggregate principal amount of 9.25% Senior Subordinated Notes due 2024 (the “Notes”), an upsize of $35 million over the amount previously announced.
The issuance and sale of the Notes is expected to be completed on February 12, 2019, subject to customary closing conditions.
The Company, its wholly-owned subsidiary Clear Channel Outdoor, Inc., and certain of the Company’s other domestic subsidiaries will guarantee the Notes. The Notes will be unsecured senior subordinated obligations that will rank junior to all of Clear Channel Worldwide’s existing and future senior debt, equally with any of Clear Channel Worldwide’s existing and future senior subordinated debt and ahead of all of Clear Channel Worldwide’s existing and future debt that expressly provides that it is subordinated to the Notes. The guarantees of the Notes will rank junior to all of the guarantors’ existing and future senior debt, equally with any of the guarantors’ existing and future senior subordinated debt and ahead of all of the guarantors’ existing and future debt that expressly provides that it is subordinated to the guarantee of the Notes.
Clear Channel Worldwide intends to use the proceeds from the Notes to redeem all of its outstanding 7.625% Series A and Series B Senior Subordinated Notes due 2020 and satisfy and discharge the indenture governing such notes and to pay fees and expenses related to the offering and the redemption. As previously announced, on February 4, 2019, Clear Channel Worldwide delivered a conditional notice of redemption, calling such notes for payment on March 6, 2019. The redemption is conditioned on the closing of this offering and the notice thereof may be rescinded or amended if necessary.
The Notes and related guarantees are being offered only to persons reasonably believed to be “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 and foreign securities laws.
This press release is for informational purposes only and shall not constitute an offer to sell nor the solicitation of an offer to buy the Notes or any other securities. The offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on current Clear Channel Outdoor Holdings, Inc.’s management expectations. These forward-looking statements include all statements other than those made solely with respect to historical facts and include, but are not limited to, statements regarding the offering, the anticipated terms of the Notes and the anticipated use of the proceeds of the offering. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, whether or not the offering or the redemption will be consummated. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Clear Channel Outdoor Holdings, Inc.’s ability to control or predict. Clear Channel Outdoor Holdings, Inc. undertakes no obligation to revise or update any forward-looking statements, or to make any other forward- looking statements, whether as a result of new information, future events or otherwise.
Contact
For further information, please contact:
Media
Wendy Goldberg
Executive Vice President – Communications (212) 377-1105
Investors
Eileen McLaughlin
Vice President – Investor Relations (212) 377-1116