Clear Channel Communications Announces Closing of its Previously Announced Offer to Extend Existing Term Loans and Initial Settlement of its Private Bond-For-Bond Exchange Offer
Clear Channel Communications Announces Closing of its Previously Announced Offer to Extend Existing Term Loans and Initial Settlement of its Private Bond-For-Bond Exchange Offer
San Antonio, December 18, 2013... Clear Channel Communications, Inc. (the “Company”) announced the closing on December 18, 2013 of its previously announced offer to amend the Company’s senior secured credit facility pursuant to which Term Loan B lenders and/or Term Loan C lenders agreed to extend the maturity of a portion of their loans due 2016 through the creation of a new $1.3 billion Term Loan E due July 30, 2019. The aggregate principal amount of term loans submitted for extension in the offer exceeded $1.3 billion and, accordingly, the amount of each lender’s term loans that was accepted for extension was reduced by a proration factor of approximately 94.8632%. Upon the closing of the offer, the Company’s senior secured credit facility consisted of an approximately $1.89 billion Term Loan B which matures on January 30, 2016, an approximately $36.5 million Term Loan C which matures on January 30, 2016, a $5.0 billion Term Loan D which matures on January 30, 2019 and a $1.3 billion Term Loan E which matures on July 30, 2019.
The new Term Loan E has the same security and guarantee package as the outstanding Term Loans B, C and D and borrowings under the new Term Loan E bear interest at a rate equal to, at the Company’s option, adjusted LIBOR plus 7.50% or a base rate plus 6.50%.
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 the Company. 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 in exchange for each $1,000 principal amount of Outstanding Notes validly tendered and accepted for exchange. Settlement for such New Notes, if any, will be on or about December 24, 2013. Withdrawal rights for the Exchange Offer expired at 5:00 p.m., New York City time, on December 9, 2013.
Executive Vice President – Communications
(212) 549-0965
Investors
Brian Coleman
Senior Vice President - Treasurer
(210) 832-3311
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
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.
Wendy Goldberg
Executive Vice President – Communications
(212) 549-0965
Brian Coleman
Senior Vice President - Treasurer
(210) 832-3311
Clear Channel to Participate in UBS Global Media and Communications Conference
Clear Channel to Participate in UBS Global Media and Communications Conference
>San Antonio, December 4, 2013…CC Media Holdings, Inc. (OTCBB: CCMO), along with its wholly-owned subsidiary, Clear Channel Communications, Inc., and its publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc. (NYSE: CCO), announced today that Richard Bressler, President and Chief Financial Officer of CC Media Holdings, Inc., is scheduled to present at the UBS 41st Annual Global Media and Communications Conference in New York, New York on Monday, December 9, 2013 at 10:00 a.m. Eastern Time. The presentation will be carried live via audio webcast available on the investor relations section of Clear Channel’s website at www.clearchannel.com.
Clear Channel Communications Inc Seeks Extensions of Existing Term Loans
Clear Channel Communications, Inc. Seeks Extensions of Existing Term Loans and Announces Proposed Private Notes Exchange Offer
San Antonio, November 25, 2013. Clear Channel Communications, Inc. (“CCU”) announced today that it is seeking, subject to market and customary conditions, to extend $1.0 billion in aggregate principal amount of outstanding term loans B and C due January 2016 until July 2019. The new extended term loans will have the same security and guarantee package as the outstanding term loans B, C and D. Consummation of the term loan extension is subject to the satisfaction or waiver of certain conditions, including the submission for extension of at least $1.0 billion in aggregate principal amount of outstanding term loans B and C and other customary closing documentation.
CCU also announced today that it has commenced a 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”). New Notes issued upon the initial settlement date for the Exchange Offer will, upon issuance, trade fungibly with the Existing 2021 Notes.
The Exchange Offer, which is only available to holders of Outstanding Notes that have certified their status as (i) both “qualified institutional buyers” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and institutional “accredited investors” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or (ii) not “U.S. persons” 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.
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 Notes and $20 of cash | $1,050 of New Notes and $20 of cash | $20 of cash |
| 11.00%/11.75% Senior Toggle Notes due 2016 | 184502BE1 | $340,009,076 | $1,100 of New Notes and $20 of cash | $1,050 of New Notes and $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.
The New Notes will mature on February 1, 2021. The New Notes will accrue interest at the rate of (i) 12.0% per annum in cash and (ii) 2.0% per annum through the issuance of PIK notes, payable on August 1 and February 1 on each year. The next interest payment on the New Notes will be February 1, 2014.
The Outstanding Notes are, and the New Notes will be, fully and unconditionally guaranteed, jointly and severally, on a senior basis by CCU’s parent, Clear Channel Capital I, LLC, and all of CCU’s existing domestic wholly-owned restricted subsidiaries.
The New Notes and related guarantees will be offered only in reliance on exemptions from registration under the Securities Act. The New 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 or blue sky laws and foreign securities laws.
Documents relating to the Exchange Offer will only be distributed to holders of the Outstanding Notes that complete and return 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.
About Clear Channel Communications
Clear Channel Communications is one of the leading global media and entertainment companies specializing in radio, digital, outdoor, mobile, live events, and on-demand entertainment and information services for local communities and providing premier opportunities for advertisers.
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.
Media
Wendy Goldberg
Executive Vice President – Communications
(212) 549-0965
Investors
Brian Coleman
Senior Vice President - Treasurer
(210) 832-3311
CC Media Holdings Inc Reports Results for 2013 Third Quarter
CC Media Holdings, Inc. Reports Results for 2013 Third Quarter
San Antonio, November 7, 2013…CC Media Holdings, Inc. (OTCBB: CCMO) today reported financial results for the third quarter ended September 30, 2013.
“Strategically and financially, our third quarter results reflect the growing strength of our Media + Entertainment business, while we continue to make meaningful progress in moving Outdoor forward internationally and in the Americas,” said Bob Pittman, Chairman and Chief Executive Officer. “At Media+Entertainment, we outperformed the entire radio sector in revenue growth, including in our major markets. Increasingly, our radio business is benefiting from our strategic approach to advertising that sets us apart in the marketplace.”
“Thanks to our integrated media assets and unmatched reach, we can develop custom multi-platform market solutions that nobody else can,” Pittman added. “This year’s iHeartRadio Music Festival generated unmatched benefits for our advertising partners across multiple platforms – including live broadcasts over our radio stations nationwide, live streaming on Yahoo!, exciting outdoor promotions, a two-night primetime TV special on The CW Network and record-breaking listener engagement across all social media platforms. So our investment in building our national advertising platform pays off nationally and has benefits locally as well.”
“Radio was the first true mobile and social medium, and we continue to see radio’s powerful social impact as mobile emerges as the most important platform for interacting with consumers,” Pittman concluded. “Audio and social media are two of the most critical pillars of mobile, and we saw this firsthand when the 2013 iHeartRadio Music Festival generated 2.3 billion social impressions, doubling the 2012 total and even surpassing the social media buzz from the 2013 Super Bowl halftime show. Looking ahead, we will stay focused on creating one-of-a-kind marketing campaigns – like our recent launches of albums for Lady Gaga, Katy Perry and Paul McCartney, and our innovative programs with Warner Music Group artists to break new music and market established artists – while also accelerating the pace of our outdoor digital investments. Combining our broadcast radio reach of 243 million monthly listeners with outdoor’s unskippable brand messages, digital’s developing platforms and our fast-expanding events business also allows us to take full advantage of the out-of-home trend worldwide.”
“I am more confident than ever in the promising opportunity we have here,” said Rich Bressler, President and Chief Financial Officer. “We’re continuing to focus on building strong relationships with top local and national advertisers to drive revenue growth, while maintaining our unparalleled relationship with the consumer and keeping our cost structure in line. This quarter’s performance also underscores our continued investments on both the revenue and cost sides, with improved results at Media + Entertainment partially offset by more challenging conditions in certain regions outside the U.S. Our extensive capital market activity over the past twelve months has given us much more flexibility. I am proud to see both optimism and a sense of urgency across the entire company, as we continue to bring in the strongest people in the media industry to help us succeed.”
2013 Third Quarter Earnings Teleconference
CC Media Holdings, Clear Channel Communications and Clear Channel Outdoor Holdings Set Date for 2013 Third Quarter Earnings Teleconference
Clear Channel to participate in Goldman Sachs Communacopia Conference
>Clear Channel to Participate in Goldman Sachs Communacopia Conference
San Antonio, September 19, 2013…CC Media Holdings, Inc. (OTCBB: CCMO), along with its wholly-owned subsidiary, Clear Channel Communications, Inc., and its publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc. (NYSE: CCO), announced today that Bob Pittman, Chairman and Chief Executive Officer of CC Media Holdings, Inc., is scheduled to present at the Goldman Sachs 22nd Annual Communacopia Conference in New York, New York on Wednesday, September 25, 2013 at 8:50 a.m. Eastern Time. The presentation will be carried live via audio webcast available on the investor relations section of Clear Channel’s website at www.clearchannel.com.
CC Media Holdings, Inc Reports Results For 2013 Second Quarter
CC Media Holdings, Inc. Reports Results For 2013 Second Quarter
View the Complete PDF
San Antonio, August 1, 2013…CC Media Holdings, Inc. (OTCBB: CCMO) today reported financial results for the second quarter ended June 30, 2013.
“During the quarter, we made important progress across our businesses – delivering overall topline growth in a challenging market while strengthening our digital and national advertising capabilities for the future,” said Bob Pittman, Chairman and Chief Executive Officer. “We are continuing to create innovative, multi-platform solutions for leading national marketers and brands. Emphasizing our focus on connecting consumers to their favorite stations, artists, and content wherever they are, iHeartRadio registered users were up 162% from last year’s second quarter and reached the milestone of 30 million registered users in less than two years. Industry research shows that broadcast industry radio listening is also growing – up 9% over the last decade – and remains the #1 source of music discovery and the #1 listening choice in the car by a wide margin. At a time when consumers are spending more time out of their homes than ever – and expect to be connected wherever they are – both our Media+Entertainment and our Outdoor businesses continue to benefit from our leadership in that out-of-home sweet spot we’re seeing globally. Outdoor generated strong results this quarter by leveraging its growing base of digital displays, both domestically and internationally. We also continued to improve our balance sheet with two opportunistic and transformative debt transactions, and we enhanced our liquidity through both operational improvements and the sale of non-core assets."
2013 SECOND QUARTER EARNINGS TELECONFERENCE
class="page-title">CC Media Holdings, Clear Channel Communications and Clear Channel Outdoor holdings set date for 2013 second quarter earnings teleconference
San Antonio, July 22, 2013…CC Media Holdings, Inc. (OTCBB: CCMO), along with its wholly-owned subsidiary, Clear Channel Communications, Inc., and its publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc. (NYSE: CCO), will release 2013 second quarter results after the market closes on Thursday, August 1, 2013 at approximately 4:00 p.m. Eastern Time and will host a conference call to discuss results the same day at 4:30 p.m. Eastern Time.
Clear Channel Announces The Early Tender Results
class="page-title">Clear Channel Communications, Inc. Announces The Early Tender Results of its Private Offer to Exchange Any And All Outstanding 10.75% Senior Cash Pay Notes Due 2016 And 11.00%/11.75% Senior Toggle Notes Due 2016 For Newly Issued Senior Notes Due 2021
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.