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CCMO > SEC Filings for CCMO > Form 8-K on 25-Oct-2012All Recent SEC Filings

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Form 8-K for CC MEDIA HOLDINGS INC


25-Oct-2012

Entry into a Material Definitive Agreement, Creation of a Direct Financial


Item 1.01 Entry into a Material Definitive Agreement

9.0% Priority Guarantee Notes due 2019

On October 25, 2012, Clear Channel Communications, Inc. ("CCU"), an indirect subsidiary of CC Media Holdings, Inc., consummated a private offer to exchange (the "Exchange Offer") up to $2.0 billion aggregate principal amount of term loans under its Cash Flow Credit Facilities (as defined below) for a like principal amount of its newly issued 9.0% priority guarantee notes due 2019 (the "Notes"). Because in excess of $8.6 billion in aggregate principal amount of term loans was submitted for exchange in the exchange offer, the amount of each lender's term loans that was accepted for exchange was reduced on a pro rata basis, and, as a result, CCU issued an aggregate principal amount of $1,999,815,000 of Notes due to rounding.

The Exchange Offer was only available to eligible lenders under the Amended and Restated Credit Agreement, dated as of February 23, 2011 (the "Cash Flow Credit Facilities"), relating to certain senior secured cash flow-based credit facilities, among CCU, Clear Channel Capital I, LLC, the subsidiary co-borrowers party thereto the foreign subsidiary revolving borrowers party thereto, Citibank, N.A., as administrative agent, swing line lender and L/C issuer (the "Administrative Agent"), and the lenders from time to time party thereto. The Notes and related guarantees were offered only in reliance on exemptions from registration under the Securities Act of 1933, as amended (the "Securities Act"). The Notes and related guarantees have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Indenture

The Notes were issued pursuant to an indenture, dated as of October 25, 2012 (the "Indenture"), among CCU, Clear Channel Capital I, LLC, as guarantor, the subsidiary guarantors named therein (collectively with Clear Channel Capital I, LLC, the "Guarantors"), U.S. Bank National Association, as trustee ("Trustee"), and Deutsche Bank Trust Company Americas, as collateral agent (the "Collateral Agent"). The Notes mature on December 15, 2019 and bear interest at a rate of 9.0% per annum, payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2013. The Notes rank pari passu in right of payment with respect to all existing and future unsubordinated indebtedness of CCU and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the Guarantors. The Notes and the Guarantors' obligations under the 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 legacy notes of CCU), in each case equal in priority to the liens securing the obligations under the Cash Flow Credit Facilities and CCU's 9% priority guarantee notes due 2021, subject to certain exceptions, and (2) a lien on the accounts receivable and related assets securing CCU's receivables based credit facility junior in priority to the lien securing CCU's obligations thereunder, subject to certain exceptions. In addition to the collateral granted to secure the Notes, the collateral agent and the trustee for the Notes entered into an agreement (the "Collateral Sharing Agreement") with the administrative agent for the lenders under the cash flow credit facilities to share in a certain percentage of any proceeds realized on collateral consisting of principal properties.

CCU may redeem the Notes at its option, in whole or part, at any time prior to July 15, 2015, at a price equal to 100% of the aggregate principal amount of the Notes redeemed, plus accrued and unpaid interest to the redemption date and plus an applicable premium. CCU may redeem the Notes, in whole or in part, on or after July 15, 2015, at the redemption prices set forth in the Indenture plus accrued and unpaid interest to the redemption date. At any time on or before July 15, 2015, CCU may elect to redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 109.0% 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 CCU'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) modify any of CCU's existing senior notes;
(iv) transfer or sell 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 CCU's assets. The Indenture contains covenants that limit Clear Channel Capital I, LLC's and CCU's ability and the ability of its restricted subsidiaries to, among other things: (i) create liens on assets and (ii) materially impair the value of the security interests taken with respect to the collateral for the benefit of the notes collateral agent and the holders of the Notes. The indenture permits CCU to make and consummate certain debt exchange offers (each, a "Permitted Debt Exchange") relating to up to $3.0 billion aggregate principal amount of indebtedness, provided that if certain specified terms of the debt securities issued in the Permitted Debt Exchange are more favorable to holders of those debt securities than the corresponding provisions applicable to holders of the Notes, CCU is required to offer to exchange all of the Notes for the same debt securities issued in the Permitted Debt Exchange. The Indenture also provides for customary events of default.

The description of the Notes and the Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Indenture and the Notes, which are incorporated by reference as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Registration Rights Agreement

On October 25, 2012, in connection with the issuance of the Notes, CCU, the Guarantors, and Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Goldman, Sachs & Co., as dealer managers in connection with the Exchange Offer, entered into a Registration Rights Agreement (the "Registration Rights Agreement"). The terms of the Registration Rights Agreement require CCU and the Guarantors to: (i) use their commercially reasonable efforts to file with the Securities and Exchange Commission by April 15, 2013, a registration statement with respect to an offer to exchange (the "A/B Exchange Offer") the Notes and the guarantees thereof for a new issue of debt securities registered under the . . .



Item 2.03. 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 Notes and the Indenture is incorporated by reference into this Item 2.03.



Item 8.01. Other Events.

On October 22, 2012, CCU issued a press release announcing the oversubscription of the Exchange Offer and the receipt of requisite consents to the Amendment. Copies of the press releases are incorporated by reference as Exhibit 99.1 and 99.2, respectively, and are incorporated in this Item 8.01 by reference.

On October 25, 2012, CCU issued a press release announcing the consummation of the Exchange Offer and the issuance of the Notes. A copy of the press release is incorporated by reference as Exhibit 99.3 and is incorporated in this Item 8.01 by reference.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.       Description

4.1               Indenture, dated as of October 25, 2012, among Clear Channel
                  Communications, Inc., Clear Channel Capital I, LLC, as guarantor,
                  the other guarantors party thereto, U.S. Bank National
                  Association, as trustee, and Deutsche Bank Trust Company
                  Americas, as collateral agent (incorporated by reference to
                  Exhibit 4.1 to Clear Channel Communication, Inc.'s Current Report
                  on Form 8-K dated October 22, 2012).

--------------------------------------------------------------------------------
4.2     Form of 9.0% Priority Guarantee Notes due 2019 (incorporated by reference
        to Exhibit 4.1 filed herewith) (incorporated by reference to Exhibit 4.2
        to Clear Channel Communication, Inc.'s Current Report on Form 8-K dated
        October 22, 2012).

4.3     Registration Rights Agreement, dated as of October 25, 2012, by and among
        Clear Channel Communications, Inc., Clear Channel Capital I, LLC, as
        guarantor, certain subsidiary guarantors named therein and the dealer
        managers named therein (incorporated by reference to Exhibit 4.3 to Clear
        Channel Communication, Inc.'s Current Report on Form 8-K dated October 22,
        2012).

10.1    Amendment No. 1 to Amended and Restated Credit Agreement, dated as of
        October 25, 2012, by and among Clear Channel Communications, Inc., Clear
        Channel Capital I, LLC, the subsidiary co-borrowers party thereto, the
        foreign subsidiary revolving borrowers thereto, Citibank, N.A. as
        Administrative Agent, the lenders from time to time party thereto and the
        other agents party thereto (incorporated by reference to Exhibit 10.1 to
        Clear Channel Communication, Inc.'s Current Report on Form 8-K dated
        October 22, 2012).

10.2    Collateral Sharing Agreement, dated as of October 25, 2012, by and among
        Citibank N.A. as Administrative Agent, U.S. Bank National Association, as
        trustee, and Deutsche Bank Trust Company Americas, as collateral agent
        (incorporated by reference to Exhibit 10.2 to Clear Channel Communication,
        Inc.'s Current Report on Form 8-K dated October 22, 2012).

99.1    Press Release issued by Clear Channel Communications, Inc., dated October
        22, 2012 (incorporated by reference to Exhibit 99.1 to Clear Channel
        Communication, Inc.'s Current Report on Form 8-K dated October 22, 2012).

99.2    Press Release issued by Clear Channel Communications, Inc., dated October
        22, 2012 (incorporated by reference to Exhibit 99.2 to Clear Channel
        Communication, Inc.'s Current Report on Form 8-K filed on October 22,
        2012).

99.3    Press Release issued by Clear Channel Communications, Inc., dated October
        25, 2012 (incorporated by reference to Exhibit 99.3 to Clear Channel
        Communication, Inc.'s Current Report on Form 8-K filed on October 22,
        2012).


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