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
Supplemental Indenture Related to the 8.75% Senior Notes Due 2020
On August14, 2017, Clear Channel International, B.V. (“Clear Channel International”), an indirect, wholly-owned subsidiary of Clear Channel Outdoor Holdings, Inc. (the “Company”), issued $150.0 million in aggregate principal amount of 8.75% Senior Notes due 2020 (the “New Notes”). The New Notes were issued as additional notes to the First Supplemental Indenture, dated as of August14, 2017 (the “Supplemental Indenture”), among Clear Channel International, the Guarantors (as defined below) and U.S. Bank National Association, as trustee, paying agent, registrar and transfer agent (the “Trustee”). The Supplemental Indenture supplements the indenture, dated as of December16, 2015 (the “Indenture”), among Clear Channel International, the Guarantors, and the Trustee.
Clear Channel International previously issued $225.0 million of its 8.75% Senior Notes due 2020 (the “Existing Notes” and together with the New Notes, the “Notes”). The New Notes are treated as a single class with the Existing Notes for all purposes and will have the same terms as those of the Existing Notes. The New Notes and the Existing Notes will trade fungibly with one another, except that the New Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), were issued under a new CUSIP number and will trade separately during the 40-day distribution compliance period (as defined in Regulation S).
The Notes mature on December15, 2020 and bear interest at a rate of 8.75%per annum, payable semi-annually in arrears on June15 and December15 of each year.
The Notes are 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 are 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 are senior unsecured obligations that rank pari passu in right of payment to all unsubordinated indebtedness of the Guarantors.
Clear Channel International may redeem the Notes at its option, in whole or part, at any time prior to December15, 2017, at a price equal to 50% of the principal amount of the Notes redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date. Clear Channel International may redeem the Notes, in whole or in part, on or after December15, 2017, at the redemption prices set forth in the Indenture plus accrued and unpaid interest to the redemption date. At any time on or before December15, 2017, Clear Channel International may elect to redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 108.75% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.
The Indenture contains covenants that limit Clear Channel International’s ability and the ability of its restricted subsidiaries to, among other things: (i)pay dividends, redeem stock or make other distributions or investments; (ii)incur additional debt or issue certain preferred stock; (iii)transfer or sell assets; (iv)create liens on assets; (v)engage in certain transactions with affiliates; (vi)create restrictions on dividends or other payments by the restricted subsidiaries; and (vii)merge, consolidate or sell substantially all of Clear Channel International’s assets.
The description of the Supplemental Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 1.01. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above relating to the New Notes and the Supplemental Indenture is incorporated by reference into this Item 1.01.
Item 1.01. Other Events.
On August9, 2017, the Company issued a press release announcing the pricing of the offering of the New Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 1.01 by reference.
In connection with the pricing of the New Notes, on August9, 2017, Clear Channel International and the Guarantors entered into a Purchase Agreement with Credit Suisse Securities (USA) LLC, as initial purchaser, relating to the issuance and sale of the New Notes. The Purchase Agreement contained customary representations, warranties and agreements by Clear Channel International and the Guarantors, and customary conditions to closing, indemnification obligations of Clear Channel International and the Guarantors, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.
Item 1.01 Financial Statements and Exhibits
|
Exhibit No. |
Description |
| 4.1 | Supplemental Indenture, dated as of August 14, 2017, among Clear Channel International B.V., the guarantors party thereto, and U.S. Bank National Association, as trustee, paying agent, registrar and transfer agent. |
| 99.1 | Press Release issued by Clear Channel Outdoor Holdings, Inc., dated August 9, 2017. |
2
Clear Channel Outdoor Holdings, Inc. ExhibitEX-4.1 2 d442811dex41.htm EX-4.1 EX-4.1 Exhibit 4.1 FIRST SUPPLEMENTAL INDENTURE (this Supplemental Indenture),…To view the full exhibit click here
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.