This excerpt taken from the CCO 8-K filed Dec 11, 2009.
PLAN OF DISTRIBUTION
Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated are acting as the joint book-running managers of the offering, and Banc of America Securities LLC, Barclays Capital Inc., Moelis & Company LLC and RBS Securities Inc. are acting as co-managers of the offering. Clear Channel Worldwide Holdings, the guarantors and the Initial Purchasers named below have entered into a purchase agreement with respect to the notes. Subject to certain conditions, the Initial Purchasers have agreed to purchase the principal amount of notes indicated in the following table.
The Initial Purchasers are committed to take and pay for all of the notes being offered, if any are taken. The initial offering price is set forth on the cover page of this offering circular. After the notes are released for sale, the Initial Purchasers may change the offering price and other selling terms. The offering of the notes by the Initial Purchasers is subject to receipt and acceptance and subject to the Initial Purchasers right to reject any order in whole or in part.
The notes have not been registered under the Securities Act. The Initial Purchasers have agreed that they will only offer or sell the notes (A) in the United States to persons who they reasonably believe are qualified institutional buyers in reliance on Rule 144A under the Securities Act, and (B) outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act. Terms used above have the meanings given to them by Rule 144A and Regulation S under the Securities Act.
In connection with sales outside the United States, the Initial Purchasers have agreed that they will not offer, sell or deliver the notes to, or for the account or benefit of, U.S. persons (i) as part of the Initial Purchasers distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering or the date the notes are originally issued. The Initial Purchasers will send to each dealer to whom they sell such notes during such 40-day period a confirmation or other notice setting forth the restrictions on offers and sales of the notes within the United States or to, or for the account or benefit of, U.S. persons.
In addition, with respect to notes initially sold pursuant to Regulation S, until 40 days after the later of the commencement of this offering or the date the notes are originally issued, an offer or sale of such notes within the United States by a dealer that is not participating in the offering may violate the registration requirements of the Securities Act.
Clear Channel Worldwide Holdings and the guarantors have agreed in the purchase agreement, subject to certain exceptions, that for a period of 90 days after the date of this offering circular, neither
Clear Channel Worldwide Holdings nor any of the guarantors, without the prior written consent of Goldman, Sachs & Co., will offer, sell, contract to sell or otherwise dispose of any securities of the Company or of Clear Channel Worldwide Holdings that are substantially similar to the notes or the guarantees.
The notes are a new issue of securities with no established trading market. Clear Channel Worldwide Holdings and the guarantors have been advised by the Initial Purchasers that they intend to make a market in the notes, but they are not obligated to do so and may discontinue market making at any time without notice. No assurance can be given as to the liquidity of the trading market for the notes.
The Initial Purchasers also may impose a penalty bid. This occurs when the Initial Purchasers reclaim a portion of the underwriting discount received by a broker/dealer because Goldman, Sachs & Co. or its affiliates have repurchased notes sold by or for the account of such Initial Purchasers in stabilizing or short covering transactions.
In connection with the offering, the Initial Purchasers may purchase and sell notes in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short sales involve the sale by the Initial Purchasers of a greater number of notes than they are required to purchase in the offering. Stabilizing transactions consist of certain bids or purchases made for the purpose of preventing or retarding a decline in the market price of the notes while the offering is in progress.
These activities by the Initial Purchasers, as well as other purchases by the Initial Purchasers for their own accounts, may stabilize, maintain or otherwise affect the market price of the notes. As a result, the price of the notes may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they may be discontinued by the Initial Purchasers at any time. These transactions may be effected in the over-the-counter market or otherwise.