iHeartMedia 2012 Annual Report Download - page 62

59
Uses of Capital
Debt Repurchases, Maturities and Other
During 2011 and 2010, our indirect wholly-owned subsidiaries, CC Investments and CC Finco, repurchased certain of our
outstanding senior notes, senior cash pay and senior toggle notes through open market repurchases, privately negotiated transactions
and tenders as shown in the table below. These entities did not repurchase any debt during 2012. Notes repurchased and held by
CC Investments and CC Finco are eliminated in consolidation.
(In thousands)
Years Ended December 31
2012
2011
2010
CC Investments
Principal amount of debt repurchased
$
-
$
-
$
185,185
Deferred loan costs and other
-
-
104
Gain recorded in "Other income (expense) - net"(2)
-
-
(60,289)
Cash paid for repurchases of long-term debt
$
-
$
-
$
125,000
CC Finco, LLC
Principal amount of debt repurchased
$
-
$
80,000
$
-
Purchase accounting adjustments(1)
-
(20,476)
-
Gain recorded in "Other income (expense) - net"(2)
-
(4,274)
-
Cash paid for repurchases of long-term debt
$
-
$
55,250
$
-
(1) Represents unamortized fair value purchase accounting discounts recorded as a result of the merger.
(2) CC Investments and CC Finco repurchased certain of our senior notes, senior cash pay notes and senior toggle notes at a
discount, resulting in a gain on the extinguishment of debt.
During November 2012, CCWH repurchased $1,724.7 million aggregate principal amount of the Existing CCWH Senior
Notes in a tender offer for the Existing CCWH Senior Notes. Simultaneously with the early settlement of the tender offer, CCWH
called for redemption all of the remaining $775.3 million aggregate principal amount of Existing CCWH Senior Notes that were not
purchased on the early settlement date of the tender offer. In connection with the redemption, CCWH satisfied and discharged its
obligations under the Existing CCWH Senior Notes indentures by depositing with the trustee sufficient funds to pay the redemption
price, plus accrued and unpaid interest on the remaining outstanding Existing CCWH Senior Notes to, but not including, the
December 19, 2012 redemption date.
During October 2012, we consummated a private exchange offer of $2.0 billion aggregate principal amount of term loans
under our senior secured credit facilities for a like principal amount of newly issued Priority Guarantee Notes due 2019. The
exchange offer was available only to eligible lenders under the senior secured credit facilities, and the Priority Guarantee Notes due
2019 were offered only in reliance on exemptions from registration under the Securities Act of 1933, as amended.
In connection with the issuance of the CCWH Subordinated Notes, CCOH paid the $2,170.4 million CCOH Dividend on
March 15, 2012 to its Class A and Class B stockholders, consisting of $1,925.7 million distributed to CC Holdings and CC Finco and
$244.7 million distributed to other stockholders. In connection with the Subordinated Notes issuance and CCOH Dividend, we repaid
indebtedness under our senior secured credit facilities in an amount equal to the aggregate amount of dividend proceeds distributed to
CC Holdings and CC Finco, or $1,925.7 million. Of this amount, a prepayment of $1,918.1 million was applied to indebtedness
outstanding under our revolving credit facility, thus permanently reducing the revolving credit commitments under our revolving
credit facility to $10.0 million. During the fourth quarter of 2012, the revolving credit facility was permanently paid off and
terminated using available cash on hand. The remaining $7.6 million prepayment was allocated on a pro rata basis to our term loan
facilities.
In addition, on March 15, 2012, using cash on hand, we made voluntary prepayments under our senior secured credit
facilities in an aggregate amount equal to $170.5 million, as follows: (i) $16.2 million under our term loan A due 2014,
(ii) $129.8 million under our term loan B due 2016, (iii) $10.0 million under our term loan C due 2016 and (iv) $14.5 million under
our delayed draw term loans due 2016. In connection with the prepayments on our senior secured credit facilities, we recorded a loss
of $15.2 million in “Loss on extinguishment of debt” related to the accelerated expensing of loan fees.