Clear Channel Outdoor Holdings, Inc. Announces Pricing Of Offering Of 8.75pct Senior Notes Due 2020 By One Of Its Int

Clear Channel Outdoor Holdings, Inc. Announces Pricing Of Offering Of 8.75% Senior Notes Due 2020 By One Of Its International Subsidiaries
San Antonio, TX, December 11, 2015 - Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the “Company”) announced today that its indirect wholly-owned subsidiary, Clear Channel International B.V. (“Clear Channel International”), priced an offering of $225.0 million aggregate principal amount of 8.75% Senior Notes due 2020 (the “Notes”). The Notes were priced at 99.012% of par and will be issued under an indenture to be dated as of December 16, 2015. The sale of the Notes is expected to be completed on December 16, 2015, subject to customary closing conditions.
 
The Notes will be guaranteed by certain of Clear Channel International’s existing and future subsidiaries (collectively, the “Guarantors”). The Company will not guarantee or otherwise assume any liability for the Notes. The Notes will be senior unsecured obligations that rank pari passu in right of payment to all unsubordinated indebtedness of Clear Channel International, and the guarantees of the Notes will be senior unsecured obligations that rank pari passu in right of payment to all unsubordinated indebtedness of the Guarantors.
 
Clear Channel International intends to use the net proceeds of the Notes, together with cash on hand, to make a loan in an aggregate principal amount equal to $225.0 million to Clear Channel CV (an indirect parent of Clear Channel International and a subsidiary of the Company), which loan will be due and payable at the same time and under the same terms as the payments under the Notes. Clear Channel CV intends to use the proceeds from the loan to (i) repay the principal and accrued interest and terminate a loan due to Clear Channel Worldwide Holdings, Inc. (“CCWH”) (an indirect parent of Clear Channel International and a subsidiary of the Company) in an aggregate amount equal to approximately $65.3 million, and (ii) make a distribution of the remaining proceeds to CCWH. CCWH intends to use the amounts received from Clear Channel CV to make indirect distributions to the Company, which the Company will use to fund a special cash dividend in an aggregate amount equal to approximately $217.8 million to its stockholders, including its controlling stockholder, iHeartCommunications, Inc. iHeartCommunications, Inc. may use the proceeds of the special cash dividend for its own corporate purposes, including to repurchase or make payments on its outstanding indebtedness.
 
The Notes and the related guarantees are being offered only to “qualified institutional buyers” in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (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 or blue sky laws and foreign securities laws.
 
This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. The Notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Offers of the Notes are being made only by means of a private offering circular.
 
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Clear Channel Outdoor Holdings, Inc. Announces Proposed Private Offering Of Senior Notes By One Of Its International Subsidiaries

Clear Channel Outdoor Holdings, Inc. Announces Proposed Private Offering Of Senior Notes By One Of Its International Subsidiaries

San Antonio, December 7, 2015 - Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the “Company”) announced today that its indirect, wholly-owned subsidiary, Clear Channel International B.V. (“Clear Channel International”), will offer, subject to market and customary conditions, $225,000,000 aggregate principal amount of Senior Notes due 2020 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
 


The Notes will be guaranteed by certain of Clear Channel International’s existing and future subsidiaries (collectively, the “Guarantors”). The Company will not guarantee or otherwise assume any liability for the Notes. The Notes will be senior unsecured obligations that rank pari passu in right of payment to all unsubordinated indebtedness of Clear Channel International, and the guarantees of the Notes will be senior obligations that rank pari passu in right of payment to all unsubordinated indebtedness of the Guarantors.
 


Clear Channel International intends to use the net proceeds of the Notes, together with cash on hand, to make a loan in an aggregate amount equal to $225 million to Clear Channel CV (an indirect parent of Clear Channel International and a subsidiary of the Company), which loan will be due and payable at the same time and under the same terms as the payments under the Notes. Clear Channel CV intends to use the proceeds from the loan to (i) repay the principal and accrued interest and terminate a loan due to Clear Channel Worldwide Holdings, Inc. (“CCWH”) (an indirect parent of Clear Channel International and a subsidiary of the Company) in an aggregate amount equal to approximately $65.3 million, and (ii) make a distribution of the remaining proceeds to CCWH. CCWH intends to use the amounts received from Clear Channel CV to make indirect distributions to the Company, which the Company will use to fund a special cash dividend in an aggregate amount equal to approximately $220 million to its stockholders, including its controlling stockholder, iHeartCommunications, Inc. iHeartCommunications, Inc. may use the proceeds of the special cash dividend for its own corporate purposes, including to repurchase or make payments on its outstanding indebtedness.
 


The Notes and related guarantees will be offered only to “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 laws.
 


This press release is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities. The offering of the Notes is not being made to any person in any jurisdiction in which the offer, solicitation or sale of the Notes is unlawful.
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Clear Channel Outdoor Holdings, Inc. Reports Results for 2014 First Quarter

Clear Channel Outdoor Holdings, Inc. Reports Results for 2014 First Quarter

Download the full release here.
Revenues of $635 million decreased 2% year over year and OIBDAN1 was down 6%, to $92 million

Americas revenue decreased 6%; OIBDAN decreased 11%

International revenue increased $3 million; OIBDAN increased 24%

San Antonio, April 24, 2014 – Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) today reported financial results for the first quarter ended March 31, 2014.
 
“We made solid progress at our Outdoor businesses during the quarter, as we increasingly capitalized on the growing opportunity in international emerging markets while refocusing our Americas organization to meet the shifting needs of our advertising partners,” said Bob Pittman, Executive Chairman of Clear Channel Outdoor Holdings, Inc.  “CEO William Eccleshare and his team are also driving our technological leadership, such as launching ‘Connect’ – a groundbreaking mobile advertising platform that will enable 175 million consumers monthly around the world to access information, shopping, entertainment and community with just their smartphones.  We look forward to continuing to transform the out-of-home industry to engage more global consumers more deeply than ever with the industry’s most advanced innovations and smartest initiatives.”
 
“International Outdoor is showing continued strength with a 24% increase in OIBDAN compared to the prior year quarter,” said Chief Executive Officer William Eccleshare.  “Strong performances in emerging markets, such as China and Latin America, have been augmented by the economic recovery in Europe. Our UK business is executing ahead of the market, and we see clear signs of an improved performance in the Eurozone, aided by our Sales Force Effectiveness and Revenue Management programs.”
 
“Americas Outdoor faced difficult conditions in the quarter,” Eccleshare added.  “We continued to see growth in our strong local and regional business.  But our national operations faced challenges, such as the continued absence of revenue from the 77 digital boards in Los Angeles and other divested assets.  In addition, a number of our major advertisers shifted their out-of-home spending to support other initiatives, including the Winter Olympics and World Cup.  We are taking steps to address these setbacks with our new national sales leadership, our Shopper Marketing program and the continued expansion of our digital footprint.”
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Clear Channel Outdoor Holdings, Inc. Reports Results for 2013 Fourth Quarter and Full Year

Clear Channel Outdoor Holdings, Inc. Reports Results for 2013 Fourth Quarter and Full Year
 
See full release here
 


2013 revenues flat year over year at $2.9 billion, while OIBDAN1 rose 4% to $691 million, excluding foreign exchange and divestitures
Full year Americas revenues were up 1% and OIBDAN increased 4%, while International revenues declined 1% and OIBDAN climbed 9%, excluding foreign exchange and divestitures


 
San Antonio, February 20, 2014 – Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) today reported financial results for the fourth quarter and full year ended December 31, 2013.
“As the economic recovery in the U.S. and around the world gains momentum, CEO William Eccleshare and his team have put Clear Channel Outdoor in the best possible position to partner effectively with local, national and global advertisers,” said Bob Pittman, Executive Chairman of Clear Channel Outdoor Holdings, Inc.  “Just as critical to our success is our leadership in innovative digital technologies that are transforming the industry’s engagement with increasingly mobile consumers.  We have never been better prepared to help advertisers meet their marketing needs and make the most of the growing out-of-home trend worldwide.”
 
“With our global scale and efficiencies, we identified and developed best-in-class new technologies and groundbreaking initiatives in 2013 and continued to build strong relationships with advertisers globally,” said Chief Executive Officer William Eccleshare.  “Our digital and interactive outdoor assets offer a depth of consumer engagement never before available, and we are helping our advertisers realize the increasing value of reaching the mobile consumer. Our focus this year is on future growth and profitability, especially in our digital displays, emerging markets and our national advertising business in the U.S.  We continue to drive strong growth in many U.S. markets, as well as China, Singapore, Brazil, Chile and other emerging markets, and we are boosting our share of the European advertising markets.”

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Clear Channel Outdoor Declares Special Cash Dividend

Clear Channel Outdoor Declares Special Cash Dividend
 
San Antonio, October 21, 2013… In accordance with the terms of the Stipulation of Settlement, dated July 8, 2013, among Clear Channel Outdoor Holdings, Inc. (the “Company”) (NYSE:  CCO), a special litigation committee consisting of certain independent directors of the Company, Clear Channel Communications, Inc. (“CCU”), the Company’s indirect parent company, and the other parties thereto, the Company announced today (i) that it notified CCU of its intent to make a demand (the “Demand”) for repayment on November 8, 2013 of $200,000,000 outstanding under the Revolving Promissory Note, dated as of November 10, 2005, between CCU, as maker, and the Company, as payee (as amended by the first amendment dated as of December 23, 2009, the “Due from CCU Note”), and (ii) that its board of directors declared a special cash dividend payable in cash on November 8, 2013 to Class A and Class B stockholders of record at the closing of business on November 5, 2013, in an aggregate amount equal to $200,000,000 (or approximately $0.56 per share, based on shares outstanding at the close of business on September 30, 2013), conditioned only on CCU satisfying the Demand.  As the indirect parent of the Company, CCU will be entitled to approximately 88% of the proceeds from the dividend through its wholly-owned subsidiaries.  The remaining approximately 12% of the proceeds from the dividend, or approximately $24 million, will be paid to the public stockholders of the Company.  Following satisfaction of the Demand, the balance outstanding under the Due from CCU Note will be reduced by $200,000,000.  As of September 30, 2013, the outstanding balance of the Due from CCU Note was $944,628,469.
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Clear Channel Outdoor Holdings, Inc. Announces Completion Of Redemption By Clear Channel Worldwide Holdings, Inc. Of Outstanding 9.25% Series A Senior Notes Due 2017 And 9.25% Series B Senior Notes Due 2017

Clear Channel Outdoor Holdings, Inc. Announces Completion Of Redemption By Clear Channel Worldwide Holdings, Inc. Of Outstanding 9.25% Series A Senior Notes Due 2017 And 9.25% Series B Senior Notes Due 2017

San Antonio, Texas, December 19, 2012. Clear Channel Outdoor Holdings, Inc. (NYSE:  CCO) announced today that the previously announced redemption by its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc., of all of its $219,545,000 aggregate principal amount of 9.25% Series A Senior Notes due 2017 (the “Existing Series A Notes”) and $555,748,000 aggregate principal amount of 9.25% Series B Senior Notes due 2017 (the “Existing Series B Notes” and together with the Existing Series A Notes, the “Existing Notes”) that remained outstanding after the expiration of its tender offer on December 3, 2012 has been completed.  The Existing Notes were redeemed pursuant to a notice of redemption issued on November 19, 2012 in accordance with the redemption provisions of the indentures governing the Existing Notes (the “Existing Notes Indentures”).

This press release is for informational purposes only and does not constitute a notice of redemption under the Existing Notes Indentures or an offer to buy or the solicitation of an offer to sell with respect to any securities.

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Clear Channel Outdoor Holdings, Inc. Announces Expiration Of Tender Offer By Clear Channel Worldwide Holdings, Inc. For Any And All Of Its 9.25% Series A Senior Notes Due 2017 And 9.25% Series B Senior Notes Due 2017

Clear Channel Outdoor Holdings, Inc. Announces Expiration Of Tender Offer By Clear Channel Worldwide Holdings, Inc. For Any And All Of Its 9.25% Series A Senior Notes Due 2017 And 9.25% Series B Senior Notes Due 2017

San Antonio, Texas, December 4, 2012. Clear Channel Outdoor Holdings, Inc. (NYSE:  CCO) (the “Company”) announced today the expiration of its previously announced tender offer by its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc. (“Clear Channel Worldwide”) for any and all of Clear Channel Worldwide’s 9.25% Series A Senior Notes due 2017 (the “Existing Series A Notes”) and its 9.25% Series B Senior Notes due 2017 (the “Existing Series B Notes” and together with the Existing Series A Notes, the “Existing Notes”).  The tender offer expired at 11:59 p.m., New York City time, on December 3, 2012 (such date and time, the “Expiration Date”).

As previously announced, on November 19, 2012, Clear Channel Worldwide purchased $280,455,000 aggregate principal amount of Existing Series A Notes (approximately 56% of outstanding Existing Series A Notes) and $1,444,002,000 aggregate principal amount of Existing Series B Notes (approximately 72% of outstanding Existing Series B Notes) that had been tendered prior to 5:00 p.m., New York City time, on November 16, 2012 (such date and time, the “Early Tender Date”).  Subsequent to the Early Tender Date, an additional $250,000 in aggregate principal amount of the Existing Series B Notes were tendered in the tender offer and were accepted for purchase on December 4, 2012.  No additional Existing Series A Notes were tendered after the Early Tender Date and prior to the Expiration Date.

As previously announced, Clear Channel Worldwide has called for redemption of all the remaining Existing Notes that were not purchased in the tender offer, in accordance with the redemption provisions of the indentures governing the Existing Notes (the “Existing Notes Indentures”).  The redemption date for the remaining outstanding Existing Notes will be December 19, 2012.

Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC acted as the dealer managers and D.F. King & Co., Inc. was the tender agent and information agent for the tender offer.  Requests for documents may be directed to D.F. King & Co., Inc. at (800) 829-6551 (toll free) or (212) 269-5550 (collect).  Questions regarding the tender offer may be directed to Goldman, Sachs & Co. at (800) 828-3182 (toll free) or (212) 902-5183 (collect) and Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-2476 (collect).

This press release is for informational purposes only and does not constitute a notice of redemption under the Existing Notes Indentures or an offer to buy or the solicitation of an offer to sell with respect to any securities.

Contact

For further information, please contact:

Media
Wendy Goldberg
Senior Vice President – Communications
(212) 549-0965

Investors
Brian Coleman
Senior Vice President and Treasurer
(210) 822-2828

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Clear Channel Outdoor Holdings, Inc. Provides Information To Stockholders Regarding Special Cash Dividend And Anticipated Repayment Of Debt By Clear Channel Communications, Inc.

Clear Channel Outdoor Holdings, Inc. Provides Information To Stockholders Regarding Special Cash Dividend And Anticipated Repayment Of Debt By Clear Channel Communications, Inc.
San Antonio, Texas, March 2, 2012 - Clear Channel Outdoor Holdings, Inc. (the “Company”) (NYSE:  CCO) announced today additional information regarding the special cash dividend declared on February 29, 2012.  A special cash dividend was declared by the Company’s board of directors of $6.0832 per share (or approximately $2,167 million, based on shares outstanding at the close of business on February 28, 2012), which will be paid on March 15, 2012 to Class A and Class B stockholders of record at the close of business on March 12, 2012. 
The special cash dividend is subject to the closing of the offering of the $275 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 and $1,925 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 (collectively, the “Notes”) offered by the Company’s indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc.  The Company anticipates that the closing of the private offering will take place on March 15, 2012, subject to customary closing conditions.
The Company currently anticipates that all of the dividend will represent a return of capital to the Company’s stockholders for the Company’s fiscal year ending December 31, 2012.
Clear Channel Communications, Inc. has advised the Company that it will repay indebtedness under its senior secured credit facilities in an amount equal to the aggregate amount of dividend proceeds distributed to its subsidiaries, Clear Channel Holdings, Inc. and CC Finco, LLC, or approximately $1,925 million.  Also, Clear Channel Communications, Inc. has advised the Company that it will use cash on hand to repay, on or before the closing of the offering of the Notes described below, additional indebtedness under its senior secured credit facilities in order to remain in compliance with its debt covenants.
The Notes and related guarantees will be offered only to “qualified institutional buyers” in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (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 Notes 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, including expectations with regard to the closing of the offering of the Notes, expectations with respect to the repayment of amounts under Clear Channel Communications, Inc.’s senior secured credit facilities and statements about our expectations regarding the treatment of the dividend as a return of capital.  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 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
Senior Vice President – Communications
(212) 549-0965
Investors
Brian Coleman
Senior Vice President and Treasurer
(210) 822-2828
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Clear Channel Outdoor Holdings, Inc. Prices Senior Subordinated Notes And Declares Special Cash Dividend

Clear Channel Outdoor Holdings, Inc. Prices Senior Subordinated Notes And Declares Special Cash Dividend
San Antonio, Texas, February 29, 2012 - Clear Channel Outdoor Holdings, Inc. (the “Company”) (NYSE:  CCO) announced today the pricing of the $275 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 and $1,925 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 (collectively, the “Notes”) offered by its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc. (“Clear Channel Worldwide”).  The Company anticipates that the closing of the private offering will take place on March 15, 2012, subject to customary closing conditions.
The Company also announced today that its board of directors declared a special cash dividend of $2,167 million (or approximately $6.08 per share, based on shares outstanding at the close of business on February 28, 2012), which will be paid on March 15, 2012 to Class A and Class B stockholders of record at the close of business on March 12, 2012, subject only to the closing of the offering of the Notes.
 
The Company, its wholly-owned subsidiary Clear Channel Outdoor, Inc. (“CCOI”), and certain of the Company’s other domestic subsidiaries (collectively, the “Guarantors”) 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 guarantees of the Notes.
With the proceeds of the Notes (net of an initial purchasers’ discount), Clear Channel Worldwide intends to make loans in an aggregate amount equal to $2,167 million to CCOI.  CCOI will pay all other fees and expenses of the offering using cash on hand and, with the proceeds of the loans, make a special cash dividend to the Company, which will in turn make the special cash dividend described above (in the same aggregate amount) to all holders of its Class A common stock and Class B common stock, including Clear Channel Holdings, Inc. (“Clear Channel Holdings”), a wholly-owned subsidiary of Clear Channel Communications, Inc., and CC Finco, LLC, a direct wholly-owned subsidiary of Clear Channel Holdings.  Clear Channel Communications, Inc. has advised the Company that it will repay indebtedness under its senior secured credit facilities in an aggregate amount equal to the aggregate amount of dividend proceeds distributed to Clear Channel Holdings and CC Finco, LLC, or approximately $1,925 million.
The Notes and related guarantees will be offered only to “qualified institutional buyers” in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (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 Notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
About Clear Channel Outdoor Holdings, Inc.
Clear Channel Outdoor Holdings, Inc. is one of the world’s largest outdoor advertising companies, with more than 750,000 displays in over 40 countries across five continents, including 48 of the 50 largest markets in the United States. Clear Channel Outdoor Holdings, Inc. offers many types of displays across its global platform to meet the advertising needs of its customers. This includes a growing digital platform that now offers over 850 digital billboards across 37 U.S. markets. Clear Channel International operates in 30 countries across Asia, Australia and Europe in a wide variety of formats.
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.  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 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
Senior Vice President – Communications
(212) 549-0965
Investors
Brian Coleman
Senior Vice President and Treasurer
(210) 822-2828
 
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Clear Channel Outdoor Holdings, Inc. Announces Proposed Private Offering Of Senior Subordinated Notes

Clear Channel Outdoor Holdings, Inc. Announces Proposed Private Offering Of Senior Subordinated Notes
San Antonio, TX, February 27, 2012 - 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”), will offer, subject to market and customary conditions, $250,000,000 aggregate principal amount of Series A Senior Subordinated Notes due 2020 (the “Series A Notes”) and $1,000,000,000 aggregate principal amount of Series B Senior Subordinated Notes due 2020 (the “Series B Notes” and, together with the Series A Notes, the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).
The Company, its wholly-owned subsidiary Clear Channel Outdoor, Inc. (“CCOI”), 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 guarantees of the Notes.
Clear Channel Worldwide intends to loan the proceeds of the Notes, net of the initial purchasers’ discount, to CCOI.  CCOI will pay all other fees and expenses of the offering using cash on hand and, with the proceeds of the loans, make a special cash dividend to the Company, which will in turn make a special cash dividend (in the same aggregate amount) to all holders of its Class A common stock and Class B common stock, including Clear Channel Holdings, Inc. (“Clear Channel Holdings”) and CC Finco, LLC, a direct wholly-owned subsidiary of Clear Channel Holdings (“CC Finco”).
 
The Company has been informed by Clear Channel Holdings that it intends to use the proceeds of the dividend it receives to pay a dividend to its parent company, Clear Channel Communications, Inc., which will in turn use the proceeds, together with cash on hand in an amount equal to the amount of dividend proceeds distributed to CC Finco, to repay indebtedness under its senior secured credit facilities.
The Notes and related guarantees will be offered only to “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 Notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
 
Contact
For further information, please contact:
   
Media
Wendy Goldberg
Senior Vice President – Communications
(212) 549-0965
Investors
Brian Coleman
Senior Vice President and Treasurer
(210) 822-2828
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