Clear Channel Communications Announces Tender Offer For Senior Notes.SAN ANTONIO San Antonio (săn ăntō`nēō, əntōn`), city (1990 pop. 935,933), seat of Bexar co., S central Tex., at the source of the San Antonio River; inc. 1837. -- Clear Channel Communications Not to be confused with clear channel radio stations, which are AM radio stations with certain technical parameters. Clear Channel Communications (NYSE: CCU) is a media conglomerate company based in the United States. , Inc. ("Clear Channel") announced today that its indirect, wholly-owned subsidiary, CC Finco, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control ("CC Finco"), is commencing a cash tender offer (the "Tender Offer") for up to $200,000,000 aggregate purchase price (the "Maximum Payment Amount") of Clear Channel's outstanding 6.25% Senior Notes due 2011 (the "6.25% Notes"), 4.40% Senior Notes due 2011 (the "4.40% Notes"), 5.00% Senior Notes due 2012 (the "5.00% Notes"), 5.75% Senior Notes due 2013 (the "5.75% Notes"), 5.50% Senior Notes due 2014 (the "5.50% Notes") and 10.75% Senior Cash Pay Notes due 2016 (the "10.75% Notes") at a purchase price per $1,000 principal amount as set forth in the table below and on the terms and conditions set forth in the CC Finco Offer to Purchase dated July 31, 2009 (the "Offer to Purchase"). The 6.25% Notes, the 4.40% Notes, the 5.00% Notes, the 5.75% Notes, the 5.50% Notes and the 10.75% Notes are referred to herein collectively as the "Notes." At any time during the Tender Offer, the Maximum Payment Amount may be increased by CC Finco by an amount not to exceed $100,000,000. Any Notes repurchased pursuant to such increase in the Maximum Payment Amount may be repurchased by CC Finco or another subsidiary of Clear Channel designated by CC Finco, in its sole discretion. CC Finco expects to designate another subsidiary of Clear Channel to purchase some or all of the Notes purchased pursuant to such increase in the Maximum Payment Amount. Any such Notes may be cancelled or remain outstanding and held by CC Finco or such other purchaser, as applicable. CC Finco will accept for purchase the Notes in accordance with the acceptance priority level in numerical priority order, with Level 1 being the highest priority level, as set forth in the table below. The aggregate amount of any 5.50% Notes and 10.75% Notes to be repurchased will be subject to a maximum payment sublimit sub·lim·it n. A limit or ceiling placed on a subdivision of a larger category, especially of nuclear weapons: negotiating sublimits on the number of land-based, intermediate-range missiles. of $50,000,000 as described in the Offer to Purchase. [TABLE OMITTED] (1) The Aggregate Principal Amount Outstanding includes the principal amount of certain notes previously repurchased by CC Finco or other subsidiaries of Clear Channel and which have not been cancelled. (2) Equal to the sum of the Tender Offer Consideration per $1,000 principal amount of Notes for each series (the "Tender Offer Consideration") and the Early Tender Premium per $1,000 principal amount of Notes for each series (the "Early Tender Premium"), in each case, as set forth in this table. The "Total Consideration" for each $1,000 principal amount of Notes tendered and accepted for payment pursuant to the Tender Offer will be the applicable Total Consideration set forth in the table above. The Total Consideration includes an early tender premium of $30.00 per $1,000 principal amount of Notes (the "Early Tender Premium"). Each holder of Notes who validly tenders (and does not withdraw) his or her Notes at or prior to 5:00 p.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on August, 13, 2009, unless extended (the "Early Tender Date"), will receive the Early Tender Premium. Holders tendering their Notes after the Early Tender Date will not be eligible to receive the Early Tender Premium. The Tender Offer is scheduled to expire at 12:00 Midnight, New York City time, on August 27, 2009 (inclusive of inclusive of prep. Taking into consideration or account; including. August 27, 2009), unless extended or earlier terminated (the "Expiration Date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. "). Tendered Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 13, 2009, unless extended (the "Withdrawal Date"). Holders of Notes who tender their Notes after the Withdrawal Date, but on or prior to the Expiration Date, may not withdraw their tendered Notes. The Tender Offer is conditioned on the satisfaction of certain customary conditions. The Tender Offer is not conditioned on any financing condition. Subject to applicable law, CC Finco may also terminate the Tender Offer at any time before the Expiration Date in its sole discretion. Additional Information CC Finco has retained Goldman, Sachs & Co. and Citigroup Global Markets Inc. as the Co-Lead Dealer Managers in connection with the Tender Offer, and has retained Morgan Stanley A firm often has stockholders and bondholders. In a liquidation, the bondholders have first priority. bondholder An individual or institution that owns bonds in a corporation or other organization. Services Corporation is the Information Agent and Depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. for the Tender Offer. Questions regarding the Tender Offer should be directed to Goldman, Sachs & Co. at 800-828-3182 (toll-free) or 212-357-4692 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at 212-430-3774 (for banks and brokers only) or 866-470-4200 (for all others toll-free). This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of an offer to purchase with respect to any Notes. The Tender Offer is being made solely pursuant to the Offer to Purchase and related documents. The Tender Offer is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws blue sky laws n. laws intended to protect the public from purchasing stock in fraudulent companies that lack substance, such as those selling swamp land, non-existent gold strikes and dry oil wells, or who have no assets besides a post office box. require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of CC Finco by the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction. Clear Channel Communications, Inc., headquartered in San Antonio, Texas “San Antonio” redirects here. For other uses, see San Antonio (disambiguation). San Antonio is the second most populous city in Texas, the third most populous metropolitan area in Texas, and is the seventh most populous city in the United States. As of the 2006 U.S. , is a global leader in the out-of-home advertising Out-of-home advertising (also referred to as OOH) is essentially all type of advertising that reaches the consumer while he or she is outside the home. This is in contrast to broadcast, print, or internet advertising, which may be delivered to viewers out-of-home (e.g. industry with radio stations and outdoor displays in various countries around the world. CC Finco, LLC, headquartered in San Antonio, Texas, is an indirect, wholly-owned subsidiary of Clear Channel. Cautionary Note Regarding Forward-Looking Statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. This press release contains forward-looking statements based on current Clear Channel management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Clear Channel's or CC Finco's ability to control or predict. Neither Clear Channel nor CC Finco undertakes any obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. |
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