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Clear Channel Announces Closing of Priority Guarantee Notes Offering

February 23, 2011

Clear Channel announced the closing of its previously announced offering of $1,000,000,000 aggregate principal amount (increased from $750,000,000) of its 9.0% Priority Guarantee Notes due 2021. The Notes are fully and unconditionally guaranteed, jointly and severally, on a senior basis by CCUs parent, Clear Channel Capital I, LLC, and all of CCUs existing and future domestic wholly-owned restricted subsidiaries.

The Notes and the related guarantees are secured by (1) a lien on (a) the capital stock of CCU and (b) certain property and related assets that do not constitute principal property (as defined in the indenture governing certain existing senior notes of CCU), in each case equal in priority to the liens securing the obligations under CCUs senior secured credit facilities and (2) a lien on the accounts receivable and related assets securing CCUs receivables based credit facility junior in priority to the lien securing CCUs obligations thereunder.

CCU used the proceeds of this offering together with cash on hand to repay $500 million of the indebtedness outstanding under its senior secured credit facilities, to pay fees and expenses incurred in connection with concurrent amendments to its senior secured credit facilities and its receivables based credit facility, which was a condition to completion of the offering, and to pay fees and expenses in connection with the offering. In addition, CCU will repay $500 million in aggregate principal amount of its 6.25% Senior Notes due 2011 at maturity with the proceeds of the offering.

The size of the offering was increased, the Company noted, reflecting higher demand from institutional investors as well as investor confidence in the overall strength and competitive position of the Companys businesses. The transactions enabled CCU to pay down outstanding debt and are expected to provide CCU with greater flexibility in managing its capital and resources and in operating its businesses going forward.

The Notes and related guarantees were 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 Act) and to persons outside of the United States in compliance with Regulation S under the Securities Act. The initial issuance and sale of the Notes and the related guarantees was not 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.

 




 
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