iHeartMedia 2014 Annual Report Download - page 57

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CCWH Senior Notes
As of December 31, 2014, CCWH senior notes represented $2.7 billion aggregate principal amount of indebtedness
outstanding, which consisted of $735.75 million aggregate principal amount of Series A Senior Notes due 2022 (the “Series A CCWH
Senior Notes”) and $1,989.25 million aggregate principal amount of Series B CCWH Senior Notes due 2022 (the “Series B CCWH
Senior Notes”). The CCWH Senior Notes are guaranteed by CCOH, Clear Channel Outdoor, Inc. (“CCOI”) and certain of CCOH’s
direct and indirect subsidiaries.
The CCWH Senior Notes are senior obligations that rank pari passu in right of payment to all unsubordinated indebtedness of
CCWH and the guarantees of the CCWH Senior Notes rank pari passu in right of payment to all unsubordinated indebtedness of the
guarantors. Interest on the CCWH Senior Notes is payable to the trustee weekly in arrears and to the noteholders on May 15 and
November 15 of each year, which began on May 15, 2013.
At any time prior to November 15, 2017, CCWH may redeem the CCWH Senior Notes, in whole or in part, at a price equal
to 100% of the principal amount of the CCWH Senior Notes plus a “make-whole” premium, together with accrued and unpaid
interest, if any, to the redemption date. CCWH may redeem the CCWH Senior Notes, in whole or in part, on or after November 15,
2017, at the redemption prices set forth in the applicable indenture governing the CCWH Senior Notes plus accrued and unpaid
interest to the redemption date. At any time on or before November 15, 2015, CCWH may elect to redeem up to 40% of the then
outstanding aggregate principal amount of the CCWH Senior Notes at a redemption price equal to 106.500% of the principal amount
thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings, subject to
certain restrictions. Notwithstanding the foregoing, neither CCOH nor any of its subsidiaries is permitted to make any purchase of, or
otherwise effectively cancel or retire any Series A CCWH Senior Notes or Series B CCWH Senior Notes if, after giving effect thereto
and, if applicable, any concurrent purchase of or other addition with respect to any Series B CCWH Senior Notes or Series A CCWH
Senior Notes, as applicable, the ratio of (a) the outstanding aggregate principal amount of the Series A CCWH Senior Notes to (b) the
outstanding aggregate principal amount of the Series B CCWH Senior Notes shall be greater than 0.25, subject to certain exceptions.
The indenture governing the Series A CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries
ability to, among other things:
incur or guarantee additional debt to persons other than us and our subsidiaries (other than CCOH) or issue certain
preferred stock;
create liens on its restricted subsidiaries’ assets to secure such debt;
create restrictions on the payment of dividends or other amounts to CCOH from its restricted subsidiaries that are not
guarantors of the CCWH Senior Notes;
enter into certain transactions with affiliates;
merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of its assets; and
sell certain assets, including capital stock of its subsidiaries, to persons other than us and our subsidiaries (other than
CCOH).
In addition, the indenture governing the Series A CCWH Senior Notes provides that if CCWH (i) makes an optional
redemption of the Series B CCWH Senior Notes or purchases or makes an offer to purchase the Series B CCWH Senior Notes at or
above 100% of the principal amount thereof, then CCWH shall apply a pro rata amount to make an optional redemption or purchase a
pro rata amount of the Series A CCWH Senior Notes or (ii) makes an asset sale offer under the indenture governing the Series B
CCWH Senior Notes, then CCWH shall apply a pro rata amount to make an offer to purchase a pro rata amount of Series A CCWH
Senior Notes.
The indenture governing the Series A CCWH Senior Notes does not include limitations on dividends, distributions,
investments or asset sales.
The indenture governing the Series B CCWH Senior Notes contains covenants that limit CCOH and its restricted subsidiaries
ability to, among other things:
incur or guarantee additional debt or issue certain preferred stock;
redeem, repurchase or retire CCOH’s subordinated debt;
make certain investments;
create liens on its or its restricted subsidiaries’ assets to secure debt;