This excerpt taken from the CCO 8-K filed Dec 28, 2009.
Clear Channel Outdoor Holdings, Inc. Announces Closing of Senior Notes Offering
San Antonio, Texas, December 28, 2009. Clear Channel Outdoor Holdings, Inc. (NYSE: CCO), a Delaware corporation (Clear Channel Outdoor Holdings), announced today the closing of the offering of $500,000,000 aggregate principal amount of Series A Senior Notes due 2017 and $2,000,000,000 aggregate principal amount of Series B Senior Notes due 2017 (collectively, the Notes) by its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc., a Nevada corporation (Clear Channel Worldwide).
Clear Channel Outdoor Holdings, Clear Channel Outdoor, Inc., a Delaware corporation and wholly-owned subsidiary of Clear Channel Outdoor Holdings (CCOI), and certain other existing and future domestic subsidiaries of Clear Channel Outdoor Holdings (collectively, the Guarantors) have guaranteed the Notes. The Notes are senior obligations that rank pari passu in right of payment to all unsubordinated indebtedness of Clear Channel Worldwide, and the guarantees of the Notes rank pari passu in right of payment to all unsubordinated indebtedness of the Guarantors, including indebtedness owed by CCOI to Clear Channel Communications, Inc., a Texas corporation and the parent of Clear Channel Outdoor Holdings and Clear Channel Worldwide (Clear Channel Communications).
Clear Channel Worldwide will loan the proceeds from the issuance and sale of the Notes to CCOI, which in turn will use a portion of the net proceeds to repay approximately $2.0 billion aggregate principal amount of indebtedness owed to Clear Channel Communications.
The size of the offering was increased significantly, the Company noted, reflecting high demand from leading institutional investors as well as investor confidence in the overall strength and competitive position of Clear Channel Outdoor Holdings businesses. In addition to refinancing by Clear Channel Outdoor Holdings of the inter-company note, the offering enables Clear Channel Communications to pay down a significant portion of its senior secured credit facilities, thereby strengthening the capital structure of both Clear Channel Outdoor Holdings and Clear Channel Communications meaningfully in the short and long term.
The Notes have been offered and sold only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the Act) and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. The initial issuance and sale of the Notes was not registered under the Act, and the Notes may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.