8-K: Current report filing
Published on February 17, 2021
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement |
Refinancing Transactions
On February 17, 2021 (the “Closing Date”), Clear Channel Outdoor Holdings, Inc. (the “Company”) completed the sale of $1 billion in aggregate principal amount of 7.750% Senior Notes due 2028 (the “Notes”) in a private placement to qualified institutional buyers under 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 net proceeds from the offering of the Notes, together with cash on hand, will be used to cause Clear Channel Worldwide Holdings, Inc., a subsidiary of the Company (“CCWH”), to redeem $940 million aggregate principal amount of the 9.25% Senior Notes due 2024 (the “Existing Senior Notes”) of CCWH and to pay related transaction fees and expenses.
Indenture Governing 7.750% Senior Notes Due 2028
On the Closing Date, the Company entered into an indenture, dated as of February 17, 2021 (the “Indenture”), by and among the Company, the subsidiaries of the Company acting as guarantors party thereto (collectively, the “Guarantors”), and U.S. Bank National Association, as trustee.
The Notes mature on April 15, 2028 and bear interest at a rate of 7.750% per annum. Interest on the Notes is payable to the holders thereof semi-annually on April 15 and October 15 of each year, beginning on October 15, 2021.
The Notes are guaranteed on a senior unsecured basis by certain of the Company’s wholly-owned existing and future domestic subsidiaries. The Notes (i) rank pari passu in right of payment with all existing and future senior indebtedness of the Company, (ii) are senior in right of payment to all of the future subordinated indebtedness of the Company and the Guarantors, (iii) are effectively subordinated to all of the Company’s existing and future indebtedness secured by a lien, to the extent of the value of such collateral, and (iv) are structurally subordinated to any existing and future obligations of any existing or future subsidiaries of the Company that do not guarantee the Notes, including all of the Company’s foreign subsidiaries.
The Company may redeem all or a portion of the Notes beginning on April 15, 2024 at the redemption prices set forth in the Indenture. Prior to April 15, 2024, the Company may redeem all or a portion of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus the “make-whole” premium described in the Indenture. The Company may redeem up to 40% of the aggregate principal amount of the Notes at any time prior to April 15, 2024 using the net proceeds from certain equity offerings at 107.750% of the principal amount of the Notes.
The Indenture contains covenants that limit the Company’s ability and the ability of its restricted subsidiaries to, among other things: (i) incur or guarantee additional debt or issue certain preferred stock; (ii) redeem, purchase or retire subordinated debt; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from the Company’s restricted subsidiaries that are not Guarantors; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of the Company’s assets; (vii) sell certain assets, including capital stock of the Company’s subsidiaries; (viii) designate the Company’s subsidiaries as unrestricted subsidiaries, (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments; and (x) incur certain liens.
Copies of the Indenture and the Notes are attached hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference. The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the complete text of the Indenture and the 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.
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| Item 2.04. | Triggering Events That Accelerate or Increase a Direct Financial Obligation under an Off-Balance Sheet Arrangement. |
On January 28, 2021, CCWH issued a conditional notice of redemption for $940 million aggregate principal amount of the Existing Senior Notes at a redemption price of 104.625% of the principal amount redeemed plus accrued and unpaid interest to, but not including, the date of redemption. CCWH’s obligations under the notice of redemption became irrevocable on February 17, 2021 upon the Company’s receipt of the proceeds from the Notes offering described under Item 1.01 above. The redemption date will be March 4, 2021.
This Current Report on Form 8-K is not an offer to buy, or a notice of redemption with respect to, the Existing Senior Notes or any other securities.
| Item 9.01 | Financial Statements and Exhibits. |
| * | Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be furnished on a supplemental basis to the Securities and Exchange Commission upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CLEAR CHANNEL OUTDOOR HOLDINGS, INC. | ||||
| Date: February 17, 2021 | By: | /s/ Brian D. Coleman |
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| Brian D. Coleman | ||||||
| Chief Financial Officer | ||||||
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