Clear Media Limited Transaction
Under the terms of the Company ‘s agreement with Ever Harmonic, Ever Harmonic will acquire the Company ‘s stake in open Media for HK $ 7.12 per partake, or approximately uranium $ 253 million* in cash, as character of a proposed voluntary conditional cash volunteer ( the “ Offer ” ) made by and on behalf of Ever Harmonic. Ever Harmonic is a special purpose vehicle wholly owned by a consortium of investors comprising Mr. Han Zi Jing ( head administrator officer and an executive director of clear Media ), Antfin ( Hong Kong ) Holding Limited, JCDecaux Innovate Limited and China Wealth Growth Fund III L.P. This represents a premium of approximately 86.88 % over the average of the conclude prices of the clear Media shares as quoted on the Hong Kong Stock Exchange for the 30 consecutive trade days prior to the announce strategic review of our investment in China on November 29, 2019. today ‘s announcement is a successful milestone following the process previously disclosed on November 29, 2019 to maximize the prize of the Company ‘s stake in clear Media .
The Company has included tax income of US $ 209 million and Adjusted EBITDA of US $ 54 million in its results for the 12 months ended December 31, 2019 attributed to clear Media.
The offer is conditional upon the atonement or release of the conditions described in the announcement jointly made by Ever Harmonic and Clear Media on the Hong Kong Stock Exchange today ( the “ Rule 3.5 Announcement ” ). Based on the Hong Kong Takeovers Code, the Offer document is required to be issued within 21 days of the Rule 3.5 Announcement ( unless the consent of the Hong Kong governor to delay such offspring is obtained ). clean Channel KNR Neth Antilles N.V., an indirect wholly own subordinate of the Company, has irrevocably undertaken to accept the offer in deference of its integral shareholding in clear Media within seven business days following the dispatch of the Offer document and requital for the sale will be made within seven occupation days the date on which the put up becomes unconditional in all respects. Further details of the offer are described in the Rule 3.5 Announcement .
The Company intends to use the anticipate net proceeds of approximately $ 220 million from this transaction to improve its liquidity position and increase fiscal flexibility, subject to any limitations set forth in its debt agreements. Pro forma for the sale of the Company ‘s investment in clear Media and the draw down on the revolve recognition facility of $ 150 million that occurred on March 25, 2020, the total of first spleen debt as of December 31, 2019 would have been reduced to $ 2,666 million and the first spleen net leverage proportion ( FLLR ) would have been 4.9x as of December 31, 2019, well below the FLLR necessity of 7.6x under the terms of the Company ‘s senior secured cash menstruate credit facilities. See “ Non-GAAP Financial Measures ” below .
Credit Suisse is serving as fiscal adviser and Kirkland & Ellis is serving as legal adviser to the company for the clear Media transaction .
* Figures based on the foreign substitute rates of USD/HKD = 7.75482 .
Financial and Liquidity Update
In light of the rapidly-evolving impact of COVID-19, the Company is implementing and evaluating actions to strengthen its fiscal put and support the continuity of its platform and operations .
The Company believes the anticipate net proceeds from the sale of clear Media combined with the cash on hand, including the $ 150 million recently drawn from the Revolving Credit Facility, and the initiatives the Company is actively pursuing will improve its liquidity position and provide the party with extra fiscal flexibility during the economic downturn. These initiatives include but are not limited to :
- Identifying opportunities to significantly reduce annual capital expenditures.
- Discretionary growth capex can be largely deferred.
- Maintenance capex can be deferred to the extent possible.
- Exploring deferral options with respect to committed capex.
- Continuing discussions with landlords to align fixed site lease expenses with revenue during the economic downturn.
- Beginning to achieve success in both Europe and the U.S.
- Reducing employee compensation expense.
- Temporary salary reductions including 30% reductions for both the Company’s Worldwide CEO, William Eccleshare and Americas CEO, Scott Wells;
- Furloughs based on market conditions, hiring freezes and variable compensation reductions.
- Aggressively cutting discretionary spending.
however, given the quickly evolving economic environment, continuing down pressure we are presently seeing in Europe and beginning to see in the U.S., and the doubt around how long the economic downturn and its impact on our occupation will death, the Company is withdrawing its guidance for 2020, previously provided on February 27, 2020. As a admonisher, the Company ‘s future material debt maturity is 2024 when the Company ‘s $ 1.9 billion in 9.25 % senior Notes are due .
Non-GAAP Financial Measures
The Company ‘s first gear lien leverage proportion, pro forma for the sale of our investment in clear Media and the pull down on the roll citation facility of $ 150 million that occurred on March 25, 2020, presented in this press free is calculated by dividing the Company ‘s professional forma inaugural spleen debt, by the Company ‘s EBITDA ( as defined by the New Senior Secured Credit Agreement ) for the four quarters ended December 31, 2019. The following mesa presents the Company ‘s pro forma beginning lien debt for the four quarters ended December 31, 2019 :
|(In millions)|| Four Quarters
Ended December 31,
|Term Loan Facility||$ 1,995.0|
|pass Channel Outdoor Holdings 5.125 % senior Notes due 2027||1,250.0|
|Revolving Credit Facility||150.0|
|Less : cash and cash equivalents, pro forma||( 733.6 )|
|Pro forma first lien debt||$ 2,665.6|
The following table reflects a reconciliation of EBITDA ( as defined by the New Senior Secured Credit Agreement ) to operating income and net cash provided by operate activities for the four quarters ended December 31, 2019 .
| Four Quarters
|(In millions)||December 31, 2019|
|EBITDA ( as defined by the New Senior Secured Credit Agreement and pro forma for the sale of our investing in authorize Media )||$||546.9|
|Less adjustments to EBITDA ( as defined by the New Senior Secured Credit Agreement ) :|
|Charges, expenses or reserves in respect of any restructure, resettlement, redundancy or rupture expense or erstwhile recompense charges||( 13.0 )|
|clear Media EBITDA pro forma alteration ( 1 )||52.9|
|Less : disparagement and amortization, Impairment charges, Share-based compensation and Interest income||( 336.4 )|
| Plus : depreciation and amortization, Impairment charges, Loss ( amplification ) on disposal of operate and
other assets, net and Share-based compensation
|Less : Interest expense, net||( 418.2 )|
|Less : Interest expense on Due from iHeartCommunications, net||( 1.3 )|
|Less : stream income tax expense||( 48.2 )|
|Less : other expense, net||( 15.4 )|
| Adjustments to reconcile consolidate net loss to final cash provided by function activities ( including
Provision for doubtful accounts, Amortization of submit finance charges and note discounts, final,
Foreign exchange transaction personnel casualty and other reconciling items, net )
|change in function assets and liabilities, net||102.6|
|Net cash provided by operating activities||$||214.5|
|( 1 )||The clear Media EBITDA pro forma adjustment in the board above reflects approximately $ 1 million of restructure and other expenses that is excluded from the clear Media Adjusted EBITDA contribution of $ 54 million included in the Company ‘s results set forth above.|
About Clear Channel Outdoor Holdings, Inc.
Clear Channel Outdoor Holdings, Inc. ( NYSE : CCO ) is one of the populace ‘s largest outdoor advertise companies with a divers portfolio of approximately 460,000 print and digital displays in 32 countries across Asia, Europe, Latin America and North America, reaching millions of people monthly. A growing digital chopine includes more than 15,000 digital displays in external markets and more than 1,700 digital displays ( excluding airports ), including more than 1,400 digital billboards, in the U.S .
Comprised of two business divisions – clear Channel Outdoor Americas ( CCOA ), the U.S. and Caribbean business division, and Clear Channel International ( CCI ), covering markets in Asia, Europe and Latin America – CCO employs approximately 5,900 people globally. More information is available at investor.clearchannel.com, clearchannelinternational.com and clearchanneloutdoor.com .
Cautionary Statement Concerning Forward-Looking Statements
certain statements in this press release constitute “ advanced statements ” within the meaning of the Private Securities Litigation Reform Act of 1995. such advanced statements involve known and strange risks, uncertainties and early factors which may cause the actual results, operation or achievements of clear Channel Outdoor Holdings, Inc. to be materially different from any future results, performance or achievements expressed or implied by such advanced statements. The words or phrases “ guidance, ” “ believe, ” “ expect, ” “ anticipate, ” “ estimates, ” “ calculate ” and like words or expressions are intended to identify such advanced statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about statements regarding the proposed transaction, the predict function of the proceeds of the proposed transaction, the anticipate leverage proportion shock, the expect time of the proposed transaction and the anticipate benefits of the proposed transaction, our fluidity initiatives and future liquid and the impact of the COVID-19 pandemic on our occupation, are advanced statements. These statements are not guarantees of future operation and are subject to sealed risks, uncertainties and other factors, some of which are beyond our command and are unmanageable to predict.
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assorted risks that could cause future results to differ from those expressed by the advanced statements included in this press release include, but are not limited to : weak or uncertain ball-shaped economic conditions and their shock on the horizontal surface of expenditures on advertise, including the effects of Brexit and economic uncertainty in China ; our ability to service our debt obligations and to fund our operations and capital expenditures ; industry conditions, including competition ; our ability to obtain key municipal concessions for our street furniture and transit products ; fluctuations in operate costs ; technical changes and innovations ; shifts in population and early demographics ; early general economic and political conditions in the United States and in other countries in which we presently do business, including those resulting from recessions, political events and acts or threats of terrorism or military conflicts ; changes in labor conditions and management ; the shock of future dispositions, acquisitions and early strategic transactions ; legislative or regulative requirements ; regulations and consumer concerns regarding privacy and data protective covering ; a breach of our information security measures ; restrictions on outdoor advertise of certain products ; fluctuations in exchange rates and currency values ; risks of doing clientele in foreign countries ; the magnitude of the impact of the COVID-19 pandemic on our operations and on general economic conditions ; third-party claims of cerebral property misdemeanor, misappropriation or other misdemeanor against us ; the gamble that the Separation could result in significant tax liability or early unfavorable tax consequences to us and impair our ability to utilize our federal income tax net operate personnel casualty carryforwards in future years ; the risk that we may be more susceptible to adverse events following the Separation ; the gamble that we may be unable to replace the services iHeartCommunications provided us in a seasonably manner or on comparable terms ; our addiction on our management team and other key individuals ; the risk that indemnities from iHeartMedia will not be sufficient to insure us against the full total of certain liabilities ; volatility of our stock price ; the shock of our hearty indebtedness, including the effect of our leverage on our fiscal position and earnings ; the ability of our subsidiaries to dividend or distribute funds to us in order for us to repay our debts ; the restrictions contained in the agreements governing our obligation and our Preferred Stock limiting our tractability in operating our clientele ; the effect of analyst or credit ratings downgrades ; certain other factors set forth in our other filings with the SEC ; equally well as factors related to the proposed transaction, including but not limited to : the ability to satisfy the conditions to shutting of the transaction and complete the transaction on the expect timing and terms and or at all ; higher than expected or unexpected costs associated with or relating to the transaction ; and the gamble that expected benefits of the transaction may not be achieved in a timely manner or at all. There can be no assurance that the proposed transaction will in fact be consummated in the manner described or at all. This list of factors that may affect future performance and the accuracy of advanced statements is demonstrative and is not intended to be exhaustive .
You are cautioned not to place undue reliance on these advanced statements, which speak only as of the date stated, or if no date is stated, as of the date of this wardrobe release. early identify risks are described in the section entitled “ Item 1A. risk Factors ” of the Company ‘s reports filed with the U.S. Securities and Exchange Commission, including the Company ‘s Annual Report on Form 10-K for the year ended December 31, 2019. Except as otherwise stated in this weigh dismissal, the company does not undertake any obligation to publicly update or revise any advanced statements because of fresh information, future events or otherwise .
reservoir clear Channel Outdoor Holdings, Inc .