CCO » Topics » Cash Management Notes With Clear Channel Communications

These excerpts taken from the CCO 8-K filed Dec 11, 2009.

Cash Management Notes With Clear Channel Communications

As part of the day-to-day cash management services provided by Clear Channel Communications, we maintain accounts that represent net amounts due to or from Clear Channel Communications, which is recorded as “Due from/to Clear Channel Communications” on the consolidated balance sheet. The accounts represent our revolving promissory note issued by us to Clear Channel Communications and the revolving promissory note issued by Clear Channel Communications to us in the face amount of $1.0 billion, or if more or less than such amount, the aggregate unpaid principal amount of all advances. The accounts accrue interest and are generally payable on demand. Interest on the cash management note owed by us accrues on

 

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the daily net negative cash position based upon LIBOR plus a margin. Interest on the cash management note owed by Clear Channel Communications accrues on the daily net positive cash position based upon the average one-month generic treasury bill rate. Included in the accounts are the net activities resulting from day-to-day cash management services provided by Clear Channel Communications. As a part of these services, we maintain collection bank accounts swept daily into accounts of Clear Channel Communications. In return, Clear Channel Communications funds our controlled disbursement accounts as checks or electronic payments are presented for payment. Our claim in relation to cash transferred from our concentration account is on an unsecured basis and is limited to the balance of the “Due from Clear Channel Communications” account. If Clear Channel Communications were to become insolvent, we would be an unsecured creditor of Clear Channel Communications with respect to the revolving promissory note issued by Clear Channel Communications to us. At December 31, 2008 and December 31, 2007, the asset recorded in “Due from Clear Channel Communications” on the consolidated balance sheet was $431.6 million and $265.4 million, respectively. The net interest income for the years ended December 31, 2008, 2007 and 2006 was $3.5 million, $3.7 million and $0.4 million, respectively. At December 31, 2008, the interest rate on the “Due from Clear Channel Communications” account was 0.02%, which represents the average one-month generic treasury bill rate as described above. At December 31, 2008, we had no borrowings under the cash management note to Clear Channel Communications.

Unlike the management of cash from our U.S. based operations, the amount of cash, if any, which is transferred from our foreign operations to Clear Channel Communications is determined on a basis mutually agreeable to us and Clear Channel Communications, and not on a pre-determined basis. In arriving at such mutual agreement, the reasonably foreseeable cash needs of our foreign operations are evaluated before a cash amount is considered as an excess or surplus amount for transfer to Clear Channel Communications.

Our foreign operations forecast their cash needs to satisfy general working capital requirements and capital expenditures. Our foreign operations also evaluate anticipated cash flows from various investing activities. Therefore, to the extent that anticipated cash on hand from our foreign operations is not enough to satisfy its cash needs, the foreign operations will either borrow from local credit facilities that may be available to those operations or we will transfer required funds to our foreign operations. However, our $150.0 million sub-limit facility is not currently available as Clear Channel Communications drew the remaining availability on February 6, 2009. To the extent that cash on hand from our foreign operations exceeds its cash needs, the foreign operations may repay local credit facilities (which could include the $150.0 million sub-limit) or we may repatriate that cash for use domestically.

Cash Management Notes With Clear Channel Communications

As part of the day-to-day cash management services provided by Clear Channel Communications, we maintain accounts that represent net amounts due to or from Clear Channel Communications, which is recorded as “Due from/to Clear Channel Communications” on the consolidated balance sheet. The accounts represent our revolving promissory note issued by us to Clear Channel Communications and the revolving promissory note issued by Clear Channel

 

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Communications to us in the face amount of $1.0 billion, or if more or less than such amount, the aggregate unpaid principal amount of all advances. The accounts accrue interest and are generally payable on demand or at maturity on August 10, 2010, which such maturity shall be extended to December       , 2017 in connection with the offering. Interest on the cash management note owed by us accrues on the daily net negative cash position based upon a rate that will be amended to be equal to the rate on the note owed by Clear Channel Communications. Interest on the cash management note owed by Clear Channel Communications accrues interest on the daily net positive cash position based upon a rate that will be amended to be equal to the rate on the CCU Intercompany Note. Included in the accounts are the net activities resulting from day-to-day cash management services provided by Clear Channel Communications. As a part of these services, we maintain collection bank accounts swept daily into accounts of Clear Channel Communications. In return, Clear Channel Communications funds our controlled disbursement accounts as checks or electronic payments are presented for payment. Our claim in relation to cash transferred from our concentration account is on an unsecured basis and is limited to the balance of the “Due from Clear Channel Communications” account. If Clear Channel Communications were to become insolvent, the notes would not be accelerated and we would be an unsecured creditor of Clear Channel Communications with respect to the revolving promissory note issued by Clear Channel Communications to us. At September 30, 2009 and December 31, 2008, the asset recorded in “Due from Clear Channel Communications” on the consolidated balance sheet was $529.0 million and $431.6 million, respectively. At September 30, 2009, we had no borrowings under the cash management note to Clear Channel Communications.

The net interest income for the three months ended September 30, 2009 and 2008 was $0.1 million and $1.2 million, respectively. The net interest income for the nine months ended September 30, 2009 and 2008 was $0.4 million and $3.4 million, respectively. At September 30, 2009 and 2008, the interest rate on the “Due from Clear Channel Communications” account was 0.056% and 0.840%, respectively, which represents the average one-month generic treasury bill rate as described above.

Unlike the management of cash from our U.S. based operations, the amount of cash, if any, which is transferred from our foreign operations to Clear Channel Communications is determined on a basis mutually agreeable to us and Clear Channel Communications, and not on a pre-determined basis. In arriving at such mutual agreement, the reasonably foreseeable cash needs of our foreign operations are evaluated before a cash amount is considered as an excess or surplus amount for transfer to Clear Channel Communications.

Our foreign operations forecast their cash needs to satisfy general working capital requirements and capital expenditures. Our foreign operations also evaluate anticipated cash flows from various investing activities. Therefore, to the extent that anticipated cash on hand from our foreign operations is not enough to satisfy their cash needs, the foreign operations will either borrow from local credit facilities that may be available to those operations or we will transfer required funds to our foreign operations. However, our $150.0 million sub-limit facility is not currently available as Clear Channel Communications drew the remaining availability on February 6, 2009. To the extent that cash on hand from our foreign operations exceeds their cash needs, the foreign operations may repay local credit facilities or their borrowings under the $150.0 million sub-limit or we may repatriate that cash for use domestically.

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Dec 11, 2009
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