Clear Channel Outdoor Holdings, Inc. Provides Information to Stockholders Regarding Special Cash Dividend and Anticipated Repayment of Debt by Clear Channel Communications, Inc.
San Antonio, Texas, March 2, 2012 – Clear Channel Outdoor Holdings, Inc. (the “Company”) (NYSE: CCO) announced today additional information regarding the special cash dividend declared on February 29, 2012. A special cash dividend was declared by the Company~s board of directors of $6.0832 per share (or approximately $2,167 million, based on shares outstanding at the close of business on February 28, 2012), which will be paid on March 15, 2012 to Class A and Class B stockholders of record at the close of business on March 12, 2012.
The special cash dividend is subject to the closing of the offering of the $275 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 and $1,925 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 (collectively, the “Notes”) offered by the Company~s indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc. The Company anticipates that the closing of the private offering will take place on March 15, 2012, subject to customary closing conditions.
The Company currently anticipates that all of the dividend will represent a return of capital to the Company~s stockholders for the Company~s fiscal year ending December 31, 2012.
Clear Channel Communications, Inc. has advised the Company that it will repay indebtedness under its senior secured credit facilities in an amount equal to the aggregate amount of dividend proceeds distributed to its subsidiaries, Clear Channel Holdings, Inc. and CC Finco, LLC, or approximately $1,925 million. Also, Clear Channel Communications, Inc. has advised the Company that it will use cash on hand to repay, on or before the closing of the offering of the Notes described below, additional indebtedness under its senior secured credit facilities in order to remain in compliance with its debt covenants.
The Notes and related guarantees will be 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 “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 Notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
Clear Channel Outdoor Holdings, Inc. is one of the world~s largest outdoor advertising companies, with more than 750,000 displays in over 40 countries across five continents, including 48 of the 50 largest markets in the United States. Clear Channel Outdoor Holdings, Inc. offers many types of displays across its global platform to meet the advertising needs of its customers. This includes a growing digital platform that now offers over 850 digital billboards across 37 U.S. markets. Clear Channel International operates in 30 countries across Asia, Australia and Europe in a wide variety of formats.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on current Clear Channel Outdoor Holdings, Inc.~s management expectations. These forward-looking statements include all statements other than those made solely with respect to historical facts, including expectations with regard to the closing of the offering of the Notes, expectations with respect to the repayment of amounts under Clear Channel Communications, Inc.~s senior secured credit facilities and statements about our expectations regarding the treatment of the dividend as a return of capital. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Clear Channel Outdoor Holdings, Inc.~s ability to control or predict. Clear Channel Outdoor Holdings, Inc. 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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