CLEAR CHANNEL OUTDOOR HOLDINGS, INC. (NYSE:CCO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
Amendments to Intercompany Notes
On November29, 2017, Clear Channel Outdoor Holdings, Inc. (the “Company”) and iHeartCommunications, Inc., an indirect parent of the Company, amended (the “Third Amendment”) that certain Revolving Promissory Note dated November10, 2005 (as previously amended by the first amendment entered into on December23, 2009 and the second amendment entered into on October23, 2013, the “iHeartCommunications Intercompany Note”), between iHeartCommunications, Inc., as maker, and the Company, as payee.The Third Amendment (i)extends the maturity of the iHeartCommunications Intercompany Note from December15, 2017 to May15, 2019 and (ii)amends the interest rate on the iHeartCommunications Intercompany Note to be equal to 9.3% per annum, except that if the outstanding balance due under the iHeartCommunications Intercompany Note exceeds $1.0billion and under certain other circumstances tied to iHeartCommunications’ liquidity, the interest rate will be variable but will in no event be less than 6.5% nor greater than 20%.As of the date of the Third Amendment, the interest rate on $1.0billion principal amount of the iHeartCommunications Intercompany Note was 9.3% per annum and the interest rate on the balance of the iHeartCommunications Intercompany Note that exceeded $1.0billion was 20%.
On November29, 2017, the Company and iHeartCommunications, Inc. also amended (the “Second Amendment”) that certain Revolving Promissory Note dated November10, 2005 (as previously amended by the first amendment entered into on December23, 2009, the “CCOH Intercompany Note”), between the Company, as maker, and iHeartCommunications, Inc., as payee.The Second Amendment extends the maturity of the CCOH Intercompany Note from December15, 2017 to May15, 2019.As of the date of the Second Amendment, there were no amounts outstanding under the CCOH Intercompany Note.
The iHeartCommunications Intercompany Note and the CCOH Intercompany Note represent the net amounts due to or from the Company in connection with the day-to-day cash management services provided by iHeartCommunications, Inc. to the Company.
The foregoing is only a summary of the material terms of the Third Amendment and Second Amendment and does not purport to be complete, and is qualified in its entirety by reference to the Third Amendment and Second Amendment, copies of which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.
Item 1.01. Financial Statements and Exhibits.
| Exhibit No. | Description |
| 10.1 | Third Amendment, dated November29, 2017, to the Revolving Promissory Note dated November 10, 2005, by iHeartCommunications, Inc., as maker, and Clear Channel Outdoor Holdings, Inc., as payee (incorporated by reference to Exhibit 10.2 to iHeartCommunications, Inc.’s Current Report on Form 8-K filed December1, 2017). |
| 10.2 | Second Amendment, dated November29, 2017, to the Revolving Promissory Note dated November 10, 2005, by Clear Channel Outdoor Holdings, Inc., as maker, and iHeartCommunications, Inc., as payee (incorporated by reference to Exhibit 10.3 to iHeartCommunications, Inc.’s Current Report on Form 8-K filed December1, 2017). |
About CLEAR CHANNEL OUTDOOR HOLDINGS, INC. (NYSE:CCO)
Clear Channel Outdoor Holdings, Inc. is an outdoor advertising company. The Company owns and operates billboards, street furniture displays, transit displays and other out-of-home advertising displays, such as wallscapes and spectaculars. It operates in two segments: Americas outdoor advertising (Americas) and International outdoor advertising (International). It owns or operates more than 650,000 advertising displays. The Americas segment consists of operations primarily in the United States, Canada and Latin America. The Americas assets consist of traditional and digital billboards, street furniture and transit displays, airport displays, wallscapes and other spectaculars, which the Company owns or operates under lease management agreements. The International segment primarily includes operations in Europe, Asia and Australia. The International assets consist of street furniture and transit displays, billboards, mall displays, Smartbike programs, wallscapes and other spectaculars.