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CCMO > SEC Filings for CCMO > Form 8-K on 19-Nov-2012All Recent SEC Filings

Show all filings for CC MEDIA HOLDINGS INC

Form 8-K for CC MEDIA HOLDINGS INC


19-Nov-2012

Entry into a Material Definitive Agreement, Termination of a Material Defin


Item 1.01. Entry into a Material Definitive Agreement.

6.50% Series A Senior Notes due 2022 and 6.50% Series B Senior Notes due 2022

On November 19, 2012, Clear Channel Worldwide Holdings, Inc. ("CCWH"), an indirect subsidiary of CC Media Holdings, Inc. (the "Company"), completed the sale of $735,750,000 aggregate principal amount of 6.50% Series A Senior Notes due 2022 (the "Series A Notes"), which were issued at an issue price of 99.0% of par, and $1,989,250,000 aggregate principal amount of 6.50% Series B Senior Notes due 2022 (the "Series B Notes" and collectively with the Series A Notes, the "Notes"), which were issued at par, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States pursuant to Regulation S under the Securities Act. The Notes mature on November 15, 2022 and bear interest at a rate of 6.50% per annum, payable to the Trustee (as defined below) weekly in arrears and to the noteholders semi-annually in arrears on May 15 and November 15 of each year, beginning on May 15, 2013.

CCWH loaned the gross proceeds of the Notes to its parent company, Clear Channel Outdoor, Inc. ("CCOI"), which used the proceeds to repay the $2.5 billion in loans (the "Existing Proceeds Loans") made by CCWH to CCOI in December 2009 from the proceeds of the 9.25% Series A Senior Notes due 2017 (the "Existing Series A Notes") and the 9.25% Series B Senior Notes due 2017 (the "Existing Series B Notes" and together with the Existing Series A Notes, the "Existing Notes"). CCOI used the remaining proceeds, together with cash on hand, to make a capital contribution to CCWH, which CCWH used, together with the proceeds from the repayment of the Existing Proceeds Loans, to: (i) fund the repurchase of $280,455,000 principal amount of Existing Series A Notes and $1,444,002,000 principal amount of the Existing Series B Notes on the early settlement date of the previously announced tender offer for the Existing Notes as described below,
(ii) make a deposit with the trustee to fund the redemption of the Existing Notes that remained outstanding following the early settlement of the tender offer and (iii) pay all related fees and expenses.

Indentures

The Series A Notes were issued pursuant to an indenture, dated as of November 19, 2012 (the "Series A Note Indenture"), among CCWH, Clear Channel Outdoor Holdings, Inc. ("CCOH"), CCOI and the other guarantors named therein (collectively with CCOH and CCOI, the "Series A Note Guarantors") and U.S. Bank National Association, as trustee (the "Trustee"), and the Series B Notes were issued pursuant to an indenture, dated as of November 19, 2012 (the "Series B Note Indenture" and together with the Series A Note Indenture, the "Indentures"), among CCWH, CCOH, CCOI and the other guarantors named therein (collectively with CCOH and CCOI, the "Series B Note Guarantors," and collectively with the Series A Note Guarantors, the "Guarantors") and the Trustee.

The Notes are CCWH's senior obligations and are fully and unconditionally guaranteed, jointly and severally, on a senior basis by the Guarantors. At any time prior to November 15, 2017, CCWH may redeem the Notes, in whole or in part, at a price equal to 100% of the principal amount of the Notes plus a "make-whole" premium, together with accrued and unpaid interest, if any, to the redemption date. CCWH may redeem the Notes, in whole or in part, on or after November 15, 2017, at the redemption prices set forth in the applicable Indenture plus accrued and unpaid interest to the redemption date. At any time on or before November 15, 2015, CCWH may elect to redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 106.500% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings. Notwithstanding the foregoing, none of CCOH or any of its subsidiaries is permitted to make any purchase of, or otherwise effectively cancel or retire any Series B Notes if, after giving effect thereto and, if applicable, any concurrent purchase of or other addition with respect to any Series A Notes, the ratio of (a) the outstanding aggregate principal amount of the Series A Notes to
(b) the outstanding aggregate principal amount of the Series B Notes shall be greater than 0.25, subject to certain exceptions.

The Series A Note Indenture contains covenants that limit CCOH's ability and the . . .



Item 1.02. Termination of Material Definitive Agreement.

Satisfaction and Discharge of 9.25% Series A Senior Notes due 2017 and 9.25% Series B Senior Notes due 2017

On November 19, 2012, CCWH completed the early settlement of its tender offer with respect to its Existing Notes and purchased $280,455,000 aggregate principal amount of Existing Series A Notes (approximately 56% of outstanding Existing Series A Notes) and $1,444,002,000 aggregate principal amount of Existing Series B Notes (approximately 72% of outstanding Existing Series B Notes) that had been tendered prior to 5:00 p.m., New York City time, on November 16, 2012 (such date and time, the "Early Tender Date").

CCWH simultaneously called for redemption all of the remaining Existing Notes that were not purchased on the early settlement date of the tender offer in accordance with the redemption provisions of the indenture governing the Existing Series A Notes, dated as of December 23, 2009 (as amended and supplemented, the "Existing Series A Notes Indenture"), among CCWH, the Guarantors and U.S. Bank National Association, as trustee, and the indenture governing the Existing Series B Notes, dated as of December 23, 2009 (as amended and supplemented, the "Existing Series B Notes Indenture," and together with the Existing Series A Notes Indenture, the "Existing Indentures"), among CCWH, the Guarantors and U.S. Bank National Association, as trustee. See Item 2.04 of this Current Report on Form 8-K for more information about the redemption. In connection with the redemption, CCWH satisfied and discharged its obligations under the Existing Notes Indentures in accordance with the satisfaction and discharge provisions of the Existing Notes Indentures, by depositing with the trustee sufficient funds to pay the redemption price, plus accrued and unpaid interest on the remaining outstanding Existing Notes to, but not including, the Redemption Date (as defined below). As a result of the satisfaction and discharge of the Existing Notes Indentures, CCWH has been released from its remaining obligations under the Existing Notes Indentures and the Existing Notes.




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 is incorporated by reference into this Item 2.03.



Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

The information set forth in Item 1.02 above is incorporated by reference into this Item 2.04.

On November 19, 2012, CCWH called for redemption, pursuant to the Existing Notes Indentures, the remaining $219,545,000 principal amount of Existing Series A Notes and $555,998,000 principal amount of Existing Series B Notes that were not purchased on the early settlement date of the tender offer. The redemption date for the remaining outstanding Existing Notes will be December 19, 2012 (the "Redemption Date"). The Existing Notes will be redeemed at a redemption price of 106.9375% of the principal amount thereof plus accrued and unpaid interest to, but not including, the Redemption Date, in accordance with the provisions of the Existing Notes Indentures.



Item 8.01. Other Events.

The information set forth in Items 1.01, 1.02, 2.03 and 2.04 above is incorporated by reference into this Item 8.01.

In connection with the closing of the offering of the Notes, Clear Channel Communications, Inc., an indirect subsidiary of the Company, repaid $10 million of its revolving credit facility and $215 million of outstanding class A term loans under its cash flow credit facilities, in order to remain in compliance with its debt covenants, using cash on hand prior to closing.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.       Description
4.1               Indenture with respect to 6.50% Series A Senior Notes due 2022,
                  dated as of November 19, 2012, by and among Clear Channel
                  Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc.,
                  Clear Channel Outdoor, Inc., the other guarantors party thereto
                  and U.S. Bank National Association, as trustee (incorporated by
                  reference to Exhibit 4.1 to Clear Channel Outdoor Holdings,
                  Inc.'s Current Report on Form 8-K dated November 19, 2012).

4.2               Indenture with respect to 6.50% Series B Senior Notes due 2022,
                  dated as of November 19, 2012, by and among Clear Channel
                  Worldwide Holdings, Inc., Clear Channel Outdoor Holdings, Inc.,
                  Clear Channel Outdoor, Inc., the other guarantors party thereto
                  and U.S. Bank National Association, as trustee (incorporated by
                  reference to Exhibit 4.2 to Clear Channel Outdoor Holdings,
                  Inc.'s Current Report on Form 8-K dated November 19, 2012).

4.3               Exchange and Registration Rights Agreement with respect to 6.50%
                  Series A Senior Notes due 2022, dated November 19, 2012, by and
                  among Clear Channel Worldwide Holdings, Inc., Clear Channel
                  Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other
                  guarantors party thereto and the initial purchasers named therein
                  (incorporated by reference to Exhibit 4.3 to Clear Channel
                  Outdoor Holdings, Inc.'s Current Report on Form 8-K dated
                  November 19, 2012).

4.4               Exchange and Registration Rights Agreement with respect to 6.50%
                  Series B Senior Notes due 2022, dated November 19, 2012, by and
                  among Clear Channel Worldwide Holdings, Inc., Clear Channel
                  Outdoor Holdings, Inc., Clear Channel Outdoor, Inc., the other
                  guarantors party thereto and the initial purchasers named therein
                  (incorporated by reference to Exhibit 4.4 to Clear Channel
                  Outdoor Holdings, Inc.'s Current Report on Form 8-K dated
                  November 19, 2012).

99.1              Press Release issued by Clear Channel Outdoor Holdings, Inc. on
                  November 19, 2012 (incorporated by reference to Exhibit 99.1 to
                  Clear Channel Outdoor Holdings, Inc.'s Current Report on Form 8-K
                  dated November 19, 2012).


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