Clear Channel Communications Announces Upsize and Extension of its Previously Announced Offer to Extend Existing Term Loans and Early Tender Results of its Private Bond-For-Bond Exchange Offer
San Antonio, December 10, 2013. Clear Channel Communications, Inc. (“CCU”) announced today the upsize and extension of the expiration date of its previously announced offer to amend its senior secured credit facility to extend outstanding term loans B and C due January 2016 until July 2019 through the creation of a new term loan E facility. Under the terms of the original offer, the amount of term loans B and/or C to be accepted for exchange into term loans E was limited to $1.0 billion in aggregate principal amount. CCU has upsized its offer to accept up to $1.3 billion in aggregate principal amount of term loans B and/or C until the Amended Expiration Date (as defined below). The offer was scheduled to expire at 4:00 p.m., New York City time, on December 9, 2013 and has been extended to 4:00 p.m., New York City time, on December 11, 2013 (the “Amended Expiration Date”). As of 4:00 p.m., New York City time, on December 9, 2013, lenders holding approximately $1.3 billion in aggregate principal amount of term loans B and/or C had submitted signature pages agreeing to exchange and convert their term loans B and/or C into the new term loans E. If lender recommitments for the up to $1.3 billion proposed extension do not exceed $1.0 billion in total, CCU will close the original $1.0 billion extension based on signature pages received prior to the previously expired deadline for that extension. To the extent more than $1.3 billion of extensions recommit, the term loans E will be allocated pro rata among extending lenders. The term loan extension transaction is expected to close on or about December 16, 2013.
The new extended term loans will have the same security and guarantee package as the outstanding term loans B, C and D. Borrowings under the new extended term loans will bear interest at a rate equal to, at CCU’s option, adjusted LIBOR plus 7.50% or a base rate plus 6.50%.
CCU also 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 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”).
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 November 25, 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 December 9, 2013 (the “Early Tender Date”), approximately $353.3 million in aggregate principal amount (or approximately 78.8 percent) of the Outstanding Cash Pay Notes and approximately $212.1 million in aggregate principal amount (or approximately 62.4 percent) of the Outstanding Toggle Notes had 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 $621.9 million.
Eligible Holders who validly tendered and did not validly withdraw Outstanding Notes on or prior to the Early Tender Date will receive $1,100 of New Notes and $20 of cash for each $1,000 principal amount of Outstanding Notes tendered by such date. Additionally, because at least $375.0 million aggregate principal amount of Outstanding Notes were validly tendered and not withdrawn by the Early Tender Date, holders whose Outstanding Notes are accepted for exchange in the Exchange Offer will also receive an additional $20 of cash for each $1,000 principal amount of Outstanding Notes tendered.
Withdrawal rights for the Exchange Offer have expired. For notes tendered prior to the Early Tender Date, payment is expected to be made and the New Notes are expected to be delivered on or about December 16, 2013. New Notes issued on that date will trade fungibly with the Existing 2021 Notes.
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 December 23, 2013 (the “Expiration Date”), unless extended by CCU. Eligible Holders who tender their Outstanding Notes after the Early Tender Date will receive $1,050 principal amount of New Notes and $40 of cash, representing the base cash consideration plus the additional contingent cash consideration, in exchange for each $1,000 principal amount of Outstanding Notes validly tendered and accepted for exchange. Settlement for such New Notes will be made promptly following the Expiration Date.
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 Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offer, by calling toll-free (866) 470-3700 or at (212)430-3774 (banks and brokerage firms).
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.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on current CCU management expectations. These forward-looking statements include all statements other than those made solely with respect to historical facts. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. Many of the factors that will determine the outcome of the subject matter of this press release are beyond CCU’s ability to control or predict. CCU 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.
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