Clear Channel Outdoor Holdings, Inc. to Sell Investment in Clear Media Limited for US$253 Million

SAN ANTONIO, March 30, 2020 /PRNewswire/ — clear Channel Outdoor Holdings, Inc. ( NYSE : CCO ) ( the “ Company ” ), one of the world ‘s largest outdoor advertise companies, today announced that it has entered into an agreement to irrevocably tender to sell its 50.91 % stake in clear Media Limited ( “ clear Media ” ), an indirect, non-wholly owned subordinate of the Company based in China, to Ever Harmonic Global Limited ( “ ever Harmonic ” ). The Company besides provided an update regarding its initiatives to increase fluidity and preserve fiscal flexibility in response to the impact of COVID-19 and is withdrawing its guidance for 2020, previously provided on February 27, 2020 .
Clear Media Limited Transaction
Under the terms of the Company ‘s agreement with Ever Harmonic, Ever Harmonic will acquire the Company ‘s interest in clear Media for HK $ 7.12 per share, or approximately uracil $ 253 million* in cash, as partially of a proposed volunteer conditional cash offer ( the “ Offer ” ) made by and on behalf of Ever Harmonic. Ever Harmonic is a extra aim fomite wholly owned by a consortium of investors comprising Mr. Han Zi Jing ( chief executive military officer and an administrator film director of well-defined 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 closure prices of the gain Media shares as quoted on the Hong Kong Stock Exchange for the 30 straight deal 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 action previously disclosed on November 29, 2019 to maximize the value 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 pass Media.

The offer is conditional upon the gratification 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 issue is obtained ). clearly Channel KNR Neth Antilles N.V., an collateral wholly own auxiliary of the Company, has irrevocably undertaken to accept the propose in deference of its stallion shareholding in clear Media within seven business days following the dispatch of the Offer document and payment for the sale will be made within seven commercial enterprise days the date on which the offer 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 final proceeds of approximately $ 220 million from this transaction to improve its fluidity 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 authorize Media and the draw down on the roll accredit facility of $ 150 million that occurred on March 25, 2020, the sum of first lien debt as of December 31, 2019 would have been reduced to $ 2,666 million and the first gear lien net leverage proportion ( FLLR ) would have been 4.9x as of December 31, 2019, well below the FLLR requirement of 7.6x under the terms of the Company ‘s senior secured cash stream 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 clean Media transaction .
* Figures based on the foreign substitute rates of USD/HKD = 7.75482 .
Financial and Liquidity Update
In lightly of the rapidly-evolving shock of COVID-19, the Company is implementing and evaluating actions to strengthen its fiscal position and support the continuity of its platform and operations .
The Company believes the anticipate net proceeds from the sale of pass 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 fluidity 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 coerce 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 business will last, the Company is withdrawing its steering for 2020, previously provided on February 27, 2020. As a reminder, the Company ‘s adjacent 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 spleen leverage proportion, pro forma for the sale of our investment in clear Media and the draw down on the orb credit facility of $ 150 million that occurred on March 25, 2020, presented in this imperativeness secrete is calculated by dividing the Company ‘s professional forma first lien 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 postpone presents the Company ‘s pro forma inaugural spleen debt for the four quarters ended December 31, 2019 :

(In millions) Four Quarters
Ended December 31,
2019
Term Loan Facility $ 1,995.0
clear Channel Outdoor Holdings 5.125 % elder Notes due 2027 1,250.0
Revolving Credit Facility 150.0
early debt 4.2
Less : cash and cash equivalents, pro forma ( 733.6 )
Pro forma beginning spleen debt $ 2,665.6


The following board 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
Ended
(In millions) December 31, 2019
EBITDA ( as defined by the New Senior Secured Credit Agreement and professional forma for the sale of our investment in clear 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 )
early items 2.5
acquit Media EBITDA pro forma adjustment ( 1 ) 52.9
Less : depreciation and amortization, Impairment charges, Share-based compensation and Interest income ( 336.4 )
Operating income 252.9
Plus : disparagement and amortization, Impairment charges, Loss ( gain ) on disposal of manoeuver and
other assets, net income and Share-based compensation
328.5
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 consolidated web loss to net cash provided by operate activities ( including
Provision for doubtful accounts, Amortization of submit financing charges and note discounts, net,
Foreign exchange transaction loss and other reconciling items, internet )
13.6
transfer in operate 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 away above.

About Clear Channel Outdoor Holdings, Inc.
Clear Channel Outdoor Holdings, Inc. ( NYSE : CCO ) is one of the world ‘s largest outdoor advertising companies with a diverse portfolio of approximately 460,000 mark and digital displays in 32 countries across Asia, Europe, Latin America and North America, reaching millions of people monthly. A growing digital platform includes more than 15,000 digital displays in international 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 – well-defined Channel Outdoor Americas ( CCOA ), the U.S. and Caribbean clientele 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 other 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, ” “ forecast ” and alike 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 anticipate habit of the proceeds of the proposed transaction, the anticipate leverage ratio affect, the expect time of the proposed transaction and the anticipate benefits of the proposed transaction, our fluidity initiatives and future fluidity and the shock of the COVID-19 pandemic on our business, are advanced statements. These statements are not guarantees of future performance and are discipline to certain risks, uncertainties and other factors, some of which are beyond our control and are unmanageable to predict.

assorted risks that could cause future results to differ from those expressed by the advanced statements included in this wardrobe dismissal include, but are not limited to : faint or uncertain global economic conditions and their impact on the flat of expenditures on advertising, including the effects of Brexit and economic doubt 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 passage products ; fluctuations in engage costs ; technological changes and innovations ; shifts in population and other demographics ; other 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 affect of future dispositions, acquisitions and early strategic transactions ; legislative or regulative requirements ; regulations and consumer concerns regarding privacy and datum protection ; a rupture of our data security measures ; restrictions on outdoor advertise of certain products ; fluctuations in exchange rates and currentness values ; risks of doing business in extraneous countries ; the order of magnitude of the shock of the COVID-19 pandemic on our operations and on general economic conditions ; third-party claims of intellectual place misdemeanor, misappropriation or other misdemeanor against us ; the risk 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 function 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 ineffective to replace the services iHeartCommunications provided us in a timely manner or on comparable terms ; our addiction on our management team and other samara individuals ; the risk that indemnities from iHeartMedia will not be sufficient to insure us against the full measure of certain liabilities ; volatility of our stock price ; the impact of our significant obligation, including the effect of our leverage on our fiscal put and earnings ; the ability of our subsidiaries to dividend or distribute funds to us in holy order for us to repay our debts ; the restrictions contained in the agreements governing our obligation and our Preferred Stock limiting our flexibility in operating our business ; the impression of analyst or credit ratings downgrades ; certain other factors set away in our other filings with the SEC ; arsenic well as factors related to the proposed transaction, including but not circumscribed to : the ability to satisfy the conditions to close of the transaction and complete the transaction on the expect time and terms and or at all ; higher than expected or unexpected costs associated with or relating to the transaction ; and the risk that expected benefits of the transaction may not be achieved in a seasonably 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 excessive reliance on these advanced statements, which speak lone as of the date stated, or if no date is stated, as of the go steady of this press let go of. other samara 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 differently stated in this press unblock, the caller does not undertake any obligation to publicly update or revise any advanced statements because of new information, future events or otherwise .
source absolved Channel Outdoor Holdings, Inc .

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