Clear Channel wraps final tenders for 10¾% notes in exchange offer

By Marisa Wong

Madison, Wis., Dec. 24 - Clear Channel Communications, Inc. announced that following the early tender date and on or prior to the expiration date of the private offers to exchange its $448,128,000 of outstanding 10¾% senior cash pay notes due 2016 and $340,009,076 of outstanding 11%/11¾% senior toggle notes due 2016 for new senior notes, holders had tendered an additional $532,000 of the 10¾% notes.

No additional toggle notes were tendered after the early tender deadline at 5 p.m. ET on Dec. 9, according to a press release.

The exchange offers expired at 11:59 p.m. ET on Dec. 23.

Settlement of the $558,600 of new senior notes and $17,371 of cash issued and paid in exchange for the $532,000 of additional tendered 10¾% notes occurred on Tuesday.

As previously announced, the company settled on Dec. 16 early tenders for $353.3 million principal amount, or about 78.8%, of the 10¾% notes and $212.1 million principal amount, or about 62.4%, of the toggle notes.

The company had issued $388,621,200 of new notes and about $10.9 million of cash in exchange for the $353,292,000 principal amount of early tendered 10¾% notes and $233,274,429 of new notes and about $6.7 million of cash in exchange for the $212,067,672 principal amount of tendered toggle notes.

Immediately following the initial settlement, roughly $94.8 million of the 10¾% notes and $127.9 million of the toggle notes remained outstanding. Following the final settlement, about $94.3 million of the 10¾% notes and $127.9 million of the toggle notes remained outstanding.

Exchange offer details

As previously announced, the company offered newly issued senior notes due Feb. 1, 2021 in exchange for the old notes. The new notes will be an add-on to the notes that were issued on June 21, 2013. They will accrue interest at the rate of 12% per year in cash and 2% per year in kind.

For each $1,000 principal amount of notes exchanged, holders who tendered by the early tender date received $1,100 principal amount of new notes and $20.00 of cash. Those who tendered after the early tender date received $1,050 principal amount of new notes and $20.00 of cash.

In addition, because at least $375 million principal amount of outstanding notes were tendered by the early tender date, the company paid an additional contingent cash payment of $20.00 per $1,000 principal amount of notes exchanged.

Holders also received accrued interest in cash up to but excluding the applicable settlement date. However, because interest on the new notes will accrue from the last interest payment date of the existing 2021 notes, the cash portion (but not the PIK portion) of the interest accrued on the new notes from the last interest payment date up to but excluding the settlement date was deducted from the interest payable by Clear Channel on the outstanding notes.

As previously reported, holders tendered $348,122,000 of the cash pay notes and $917,226,511 of the toggle notes in an exchange offer that ended on June 18. The company issued $1,200,991,648 of the senior notes due 2021 in the exchange.

The outstanding notes are, and the new notes will be, fully guaranteed on a senior basis by Clear Channel's parent, Clear Channel Capital I, LLC, and all of Clear Channel's existing domestic wholly owned restricted subsidiaries.

The exchange offer was only available to holders that have certified their status as both a qualified institutional buyer and an institutional accredited investor or not a U.S. person as those terms are defined under the Securities Act.

The exchange agent and information agent was Global Bondholder Services Corp. (866 470-3700 or, for banks and brokerage firms, 212 430-3774).

Clear Channel is a media and entertainment company based in San Antonio.

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