SAN
ANTONIO, Feb. 26, 2024 /PRNewswire/ -- Clear
Channel Outdoor Holdings, Inc. (NYSE: CCO) (the "Company")
announced today that it will offer, subject to market and customary
conditions, $865,000,000 aggregate
principal amount of Senior Secured Notes due 2030 (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 on a senior secured basis by
certain of the Company's wholly owned domestic subsidiaries (the
"Guarantors"). The Notes and the related guarantees will be
secured, subject to permitted liens and certain other exceptions,
on a first-priority basis by security interests in all of the
Company's and the Guarantors' assets securing the Company's
existing senior secured credit facilities and existing senior
secured notes (other than accounts receivable and related assets
securing the Company's existing receivables-based credit facility
(the "Receivables Facility")) and, on a second-priority basis, by
accounts receivable and related assets securing the Receivables
Facility.
The offering of the Notes is part of a refinancing transaction
whereby the Company intends to enter into an amendment to its
existing senior secured credit facilities, which is expected to
extend the maturity of the Company's term loan B facility from 2026
to 2028, among other amendments. The Company expects to close this
transaction concurrently with the closing of the offering of the
Notes. The closing of the offering of the Notes is not conditioned
on the closing of any amendment to the Company's existing senior
secured credit facilities.
The Company intends to use the proceeds from the Notes to (i)
prepay a portion of the borrowings outstanding under the Company's
existing senior secured term loan facility (including accrued but
unpaid interest related thereto) and (ii) pay related transaction
fees and expenses.
The Notes and related guarantees will be offered only to persons
reasonably believed to be "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 offering is not being
made to any person in any jurisdiction in which the offer,
solicitation or sale is unlawful.
While the Company plans to present at J.P. Morgan's 2024 Global
High Yield & Leveraged Finance Conference on February 27, 2024, in light of the offering of
the Notes, the Company no longer plans to make available on its
investor website a live audio webcast or a replay of its
presentation.
About Clear Channel Outdoor Holdings
The Company is at the forefront of driving innovation in the
out-of-home advertising industry. The Company's dynamic advertising
platform is broadening the pool of advertisers using its medium
through the expansion of digital billboards and displays and the
integration of data analytics and programmatic capabilities that
deliver measurable campaigns that are simpler to buy. By leveraging
the scale, reach and flexibility of its diverse portfolio of
assets, the Company connects advertisers with millions of consumers
every month across more than 330,000 print and digital displays in
19 countries, excluding countries held for sale.
Cautionary Statement Concerning Forward-Looking
Statements
Certain statements in this release constitute "forward-looking
statements," including within the meaning of the safe harbor
provisions of the U.S. Private Securities Litigation Reform Act of
1995, as amended. These forward-looking statements include, but are
not limited to, all statements other than those made solely with
respect to historical facts and include, but are not limited to,
statements regarding the offering and the anticipated terms and use
of proceeds of the Notes. The words "will," "believe," "expect,"
"anticipate," "continue," "look forward to," "well-positioned to,"
"remains," "further," "estimate," "forecast," "goals," "targets"
and similar words and expressions are intended to identify such
forward-looking statements. In addition, numerous risks,
uncertainties and other factors may cause actual results to differ
materially from those expressed in any forward-looking statements.
These risks, uncertainties and other factors include, but are not
limited to, whether or not the offering will be consummated and the
terms, size, timing and use of proceeds of the offering of the
Notes as well as any amendment to the Company's existing senior
secured credit facilities. Many of the factors that will determine
the outcome of the subject matter of this press release are beyond
the Company's ability to control or predict. The Company 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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SOURCE Clear Channel Outdoor Holdings, Inc.