Clear Channel Communications, Inc. Announces Proposed Private Offering of Senior Notes

Clear Channel Communications, Inc. Announces Proposed Private Offering of Senior Notes

 

San Antonio, April 28, 2014 — Clear Channel Communications, Inc. (“CCU”) announced today that CCU Escrow Corporation, a newly formed Texas corporation (the “Escrow Issuer”), intends to offer, subject to market and other customary conditions, $400,000,000 in aggregate principal amount of senior notes due 2018 (the “Notes”) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).


At the closing of the offering of Notes, the Escrow Issuer, which was created solely to issue the Notes, will deposit the gross proceeds of the offering (and CCU will deposit an amount sufficient to pay accrued interest on the Notes through the term of the escrow) into a segregated escrow account until the date on which certain escrow release conditions are satisfied, including the substantially concurrent (1) redemption of $408.6 million aggregate principal amount of CCU’s 5.5% senior notes due 2014 (the “2014 legacy notes”) and (2) assumption of the Escrow Issuer’s obligations under the Notes by CCU (the “Assumption”), as described below. 


No later than 30 days after the closing of the offering of Notes, CCU intends to issue a 30-day irrevocable notice to redeem $408.6 million aggregate principal amount of its 2014 legacy notes.  At the end of the 30-day period, the escrowed funds will be released and, together with cash on hand from CCU, used to redeem the 2014 legacy notes called for redemption, to pay accrued and unpaid interest to, but not including, the date of redemption, and to pay the fees and expenses related to this offering and the redemption of the 2014 legacy notes.


Substantially simultaneously with the consummation of the redemption of the 2014 legacy notes, the Escrow Issuer intends to merge with and into CCU, with CCU continuing as the surviving corporation. At the time of, and as a result of the consummation of the merger, CCU will assume all of the obligations of the Escrow Issuer under the Notes in the Assumption.


If the proceeds from the Notes are not released from escrow on or prior to the date that is 60 days after the issue date of the Notes, the Escrow Issuer will redeem all of the Notes at 100% of the aggregate principal amount thereof, plus accrued and unpaid interest from the date of issuance of the Notes to, but not including, the date of redemption.


Prior to the Assumption, the Notes will be secured by a first-priority security interest in the escrow account and all deposits and investment property therein. Following the Assumption, the Notes will be the senior unsecured obligations of CCU and will not be guaranteed by any of CCU’s parent companies or any of its subsidiaries.


The Notes 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 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.

About iHeartMedia, Inc.

iHeartMedia (NASDAQ: IHRT) is the number one audio company in the United States, reaching nine out of 10 Americans every month. It consists of three business groups.

With its quarter of a billion monthly listeners, the iHeartMedia Multiplatform Group has a greater reach than any other media company in the U.S. Its leadership position in audio extends across multiple platforms, including more than 860 live broadcast stations in over 160 markets nationwide; its National Sales organization; and the company’s live and virtual events business. It also includes Premiere Networks, the industry’s largest Networks business, with its Total Traffic and Weather Network (TTWN); and BIN: Black Information Network, the first and only 24/7 national and local all news audio service for the Black community. iHeartMedia also leads the audio industry in analytics, targeting and attribution for its marketing partners with its SmartAudio suite of data targeting and attribution products using data from its massive consumer base.

The iHeartMedia Digital Audio Group includes the company’s fast-growing podcasting business -- iHeartMedia is the number one podcast publisher in downloads, unique listeners, revenue and earnings -- as well as its industry-leading iHeartRadio digital service, available across more than 500 platforms and 2,000 devices; the company’s digital sites, newsletters, digital services and programs; its digital advertising technology companies; and its audio industry-leading social media footprint.

The company’s Audio & Media Services reportable segment includes Katz Media Group, the nation’s largest media representation company, and RCS, the world's leading provider of broadcast and webcast software.

Visit iHeartMedia.com for more company information.