SAN ANTONIO--(BUSINESS WIRE)--
In accordance with the terms of the stipulation of settlement, dated
July 8, 2013, among Clear Channel Communications, Inc. (“CCU”) and the
other named defendants; the special litigation committee of the board of
directors of Clear Channel Outdoor Holdings, Inc. (“CCOH”); and the
plaintiffs, the board of directors of CCOH established a committee (the
“Committee”) for the specific purpose of monitoring the Revolving
Promissory Note, dated November 10, 2005, between CCU, as maker, and
CCOH, as payee (as amended, the “Due from CCU Note”). The Committee has
the non-exclusive authority, pursuant to the terms of its charter, to
demand payments under the Due from CCU Note under certain specified
circumstances tied to CCU’s liquidity or the amount outstanding under
the Due from CCU Note as long as CCOH makes a simultaneous dividend
equal to the amount so demanded. Based on the projected balance of the
Due from CCU Note, the Committee’s non-exclusive authority to demand
repayment of a portion of the Due from CCU Note and declare a dividend
in equal aggregate amount has been triggered.
On July 21, 2014, in accordance with the terms of its charter, the
Committee (i) provided notice of its intent to make a demand (the
“Demand”) for repayment on August 11, 2014 of $175 million outstanding
under the Due from CCU Note and (ii) declared a special cash dividend
payable in cash on August 11, 2014 to CCOH’s Class A and Class B
stockholders of record at the closing of business on August 4, 2014, in
an aggregate amount equal to $175 million (or approximately $0.49 per
share, based on shares outstanding at the close of business on July 18,
2014), conditioned only upon CCU satisfying the Demand. As the indirect
parent of CCOH, CCU will be entitled to approximately 88% of the
proceeds from the dividend through its wholly owned subsidiaries. The
remaining approximately 12% of the proceeds from the dividend, or
approximately $21 million, will be paid to the public stockholders of
CCOH. Following satisfaction of the Demand, the balance outstanding
under the Due from CCU Note will be reduced by $175 million. As of June
30, 2014, the outstanding balance of the Due from CCU Note was $950.2
About Clear Channel Outdoor Holdings, Inc.
Clear Channel Outdoor Holdings, Inc. is one of the world’s largest
outdoor advertising companies, with more than 750,000 displays in over
40 countries across five continents, including 48 of the 50 largest
markets in the United States. Clear Channel Outdoor Holdings, Inc.
offers many types of displays across its global platform to meet the
advertising needs of its customers. This includes a growing digital
platform that now offers over 1,000 digital displays across 37 U.S.
markets. Clear Channel Outdoor Holdings, Inc.’s International segment
operates in nearly 30 countries across Asia, Australia, Europe and Latin
America in a wide variety of formats.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on our
expectations. These forward-looking statements include all statements
other than those made solely with respect to historical facts. Numerous
risks, uncertainties and other factors may cause actual results to
differ materially from those expressed in these forward-looking
statements. Many of the factors that will determine the outcome of the
subject matter of this press release are beyond our ability to control
or predict. We undertake no obligation to revise or update any
forward-looking statements, or to make any other forward-looking
statements, whether as a result of new information, future events or
otherwise, including CCU’s satisfaction of the Demand, which is a
condition to the payment of the dividend.
For Clear Channel Outdoor Holdings, Inc.
Executive Vice President – Communications
Vice President – Investor Relations
Source: Clear Channel Outdoor Holdings, Inc.