Clear Channel Announces The Early Tender Results

 

San Antonio, June 4, 2013. Clear Channel Communications, Inc. (“CCU”) announced today the early tender results of its previously announced 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 Exchange Offer, which is only available to holders of Outstanding Notes that have certified their status as (i) both a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and an institutional “accredited investor” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or (ii) not a “U.S. person” 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 May 21, 2013 (the “Offering Circular”), and is exempt from registration under the Securities Act.

 
As of the previously announced early tender date of 5:00 p.m., New York City time, on June 4, 2013 (the “Early Tender Date”), approximately $345.1 million in aggregate principal amount (or approximately 43.3 percent) of the Outstanding Cash Pay Notes and approximately $917.2 million in aggregate principal amount (or approximately 71.5 percent) of the Outstanding Toggle Notes, including approximately $452.7 million aggregate principal amount of Outstanding Toggle Notes held by subsidiaries of CCU,  have been validly tendered and not withdrawn.  As a result, the aggregate principal amount of New Notes that will be issued, based on current participation, will be approximately $1.2 billion.

Eligible Holders who have not already tendered their Outstanding Notes may continue to do so at any time prior to 11:59 p.m., New York City time, on June 18, 2013 (the “Expiration Date”), unless extended by CCU.  Eligible Holders who tender their Outstanding Notes after the Early Tender Date will receive (i) $950 principal amount of New Notes (to be issued in $1.00 increments) in exchange for each $1,000 principal amount of Outstanding Cash Pay Notes validly tendered and accepted for exchange and (ii) (A) $880 principal amount of New Notes (to be issued in $1.00 increments) and (B) $70 of cash in exchange for each $1,000 principal amount of Outstanding Toggle Notes validly tendered and accepted for exchange.  Withdrawal rights for the Exchange Offer have expired, unless reinstated by CCU.  Payment is expected to be made and the New Notes are expected to be delivered on or about June 21, 2013.

 

The complete terms and conditions of the Exchange Offer are set forth in the Offering Circular, and in the accompanying Letter of Transmittal, which were only distributed to holders of the Outstanding Notes that completed and returned a letter of eligibility confirming that they are Eligible Holders. Holders of the Outstanding Notes that desire a copy of the eligibility letter may contact D.F. King & Co., Inc., the exchange agent and information agent for the Exchange Offer, by calling toll-free (800) 829-6554 or at (212) 269-5550 (banks and brokerage firms) or visit the website for this purpose at www.dfking.com/ccu.

 

This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the New Notes or any other securities.  The Exchange Offer is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.  Any offers of the New Notes will be made only by means of the Offering Circular.