On July 21, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing the pricing of $1,150.0 million aggregate principal amount of 7.125% Senior Secured Notes due 2031 (the “2031 Notes”) and $900 million aggregate principal amount of 7.500% Senior Secured Notes due 2033 (the “2033 Notes” and, together with the 2031 Notes, the “Notes”) on July 21, 2025. The issuance and sale of the Notes is expected to be completed on August 4, 2025, subject to customary closing conditions. A copy of the press release announcing the pricing of the Notes is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
In connection with the pricing of the Notes, on July 21, 2025, the Company entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Company, the guarantors named therein (collectively, the “Guarantors”) and Deutsche Bank Securities Inc., as representative of the several initial purchasers, relating to the sale of the Notes. The Purchase Agreement contains customary representations, warranties and agreements by the Company and the Guarantors, customary conditions to closing, indemnification obligations of the Company and the Guarantors (including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”)), other obligations of the parties and termination provisions.
As previously disclosed, the Company intends to use the net proceeds from the offering of the Notes, together with cash on hand, to (i) fund the early redemption (the “Redemption”) by satisfaction and discharge of all of its outstanding 5.125% Senior Secured Notes due 2027 (the “Existing 2027 Secured Notes”) and 9.000% Senior Secured Notes due 2028 (the “Existing 2028 Secured Notes”) and (ii) pay related transaction fees and expenses. Any remaining net proceeds will be used for general corporate purposes. This Current Report on Form 8-K shall not constitute a notice of redemption with respect to the Existing 2027 Secured Notes and the Existing 2028 Secured Notes, and any redemption of the Existing 2027 Secured Notes and the Existing 2028 Secured Notes will be made in accordance with the terms and conditions of the indenture governing such notes.
The Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This Current Report on Form 8-K is neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form 8-K constitute “forward-looking statements,” including within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include, but are not limited to, all statements other than those made solely with respect to historical facts and include, but are not limited to, statements regarding the Notes and the anticipated terms and use of proceeds of the Notes. The words “will,” “believe,” “expect,” “anticipate,” “continue,” “look forward to,” “well-positioned to,” “remains,” “further,” “estimate,” “forecast,” “goals,” “targets” and similar words and expressions are intended to identify such forward-looking statements. In addition, numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, whether or not the issuance of the Notes will be consummated and the terms, size, timing and use of proceeds of the Notes (including with respect to the Redemption), as may be applicable. Many of the factors that will determine the outcome of the subject matter of this Current Report on Form 8-K are beyond the Company’s ability to control or predict. The Company undertakes no 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.
