Item 1.01 Entry into a Material Definitive Agreement
Supplemental Indenture Related to the 8.75% Senior Notes Due 2020
On August 14, 2017, Clear Channel International, B.V. (Clear Channel International), an indirect, wholly-owned subsidiary of
Clear Channel Outdoor Holdings, Inc. (the Company), issued $150.0 million in aggregate principal amount of 8.75% Senior Notes due 2020 (the New Notes). The New Notes were issued as additional notes pursuant to the First
Supplemental Indenture, dated as of August 14, 2017 (the Supplemental Indenture), among Clear Channel International, the Guarantors (as defined below) and U.S. Bank National Association, as trustee, paying agent, registrar and
transfer agent (the Trustee). The Supplemental Indenture supplements the indenture, dated as of December 16, 2015 (the Indenture), among Clear Channel International, the Guarantors, and the Trustee.
Clear Channel International previously issued $225.0 million of its 8.75% Senior Notes due 2020 (the Existing Notes and together
with the New Notes, the Notes). The New Notes are treated as a single class with the Existing Notes for all purposes and will have the same terms as those of the Existing Notes. The New Notes and the Existing Notes will trade fungibly
with one another, except that the New Notes offered and sold in offshore transactions in reliance on Regulation S under the Securities Act of 1933, as amended (the Securities Act), were issued under a new CUSIP number and will trade
separately during the 40-day distribution compliance period (as defined in Regulation S).
The Notes mature on December 15, 2020 and
bear interest at a rate of 8.75% per annum, payable semi-annually in arrears on June 15 and December 15 of each year.
The
Notes are guaranteed by certain of Clear Channel Internationals existing and future subsidiaries (collectively, the Guarantors). The Company will not guarantee or otherwise assume any liability for the Notes. The Notes are senior
unsecured obligations that rank
pari passu
in right of payment to all unsubordinated indebtedness of Clear Channel International, and the guarantees of the Notes are senior unsecured obligations that rank
pari passu
in right of payment
to all unsubordinated indebtedness of the Guarantors.
Clear Channel International may redeem the Notes at its option, in whole or part,
at any time prior to December 15, 2017, at a price equal to 100% of the principal amount of the Notes redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date. Clear Channel International may redeem the
Notes, in whole or in part, on or after December 15, 2017, at the redemption prices set forth in the Indenture plus accrued and unpaid interest to the redemption date. At any time on or before December 15, 2017, Clear Channel International
may elect to redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 108.75% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity
offerings.
The Indenture contains covenants that limit Clear Channel Internationals ability and the ability of its restricted
subsidiaries to, among other things: (i) pay dividends, redeem stock or make other distributions or investments; (ii) incur additional debt or issue certain preferred stock; (iii) transfer or sell assets; (iv) create liens on
assets; (v) engage in certain transactions with affiliates; (vi) create restrictions on dividends or other payments by the restricted subsidiaries; and (vii) merge, consolidate or sell substantially all of Clear Channel
Internationals assets.
The description of the Supplemental Indenture contained in this Current Report on Form 8-K is qualified in
its entirety by reference to the complete text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.