SAN
ANTONIO, Jan. 9, 2025 /PRNewswire/ -- Clear
Channel Outdoor Holdings, Inc. (NYSE: CCO) (the "Company")
today announced it has entered into a definitive agreement to sell
the businesses constituting its Europe-North segment to Bauer Radio
Limited, a subsidiary of Bauer Media Group. The expected purchase
price from the transaction of $625
million is subject to certain customary adjustments.
The all-cash consideration represents a transaction multiple of
approximately 6.5x Europe-North segment results for the twelve
months ended September 30,
20241. The Company will use the
anticipated net proceeds from the sale, after payment of
transaction-related fees and expenses, to prepay in full the
outstanding CCIBV term loans in the principal amount of
$375 million, plus any accrued
interest. The remaining expected net proceeds will be subject
to the asset sale provisions of the agreements governing the
remainder of the Company's indebtedness.
"This agreement to sell our Europe-North segment is another
significant step in the execution of our strategic plan to optimize
our portfolio and focus on growing our America and Airports
segments to organically improve cash flow and reduce leverage on
our balance sheet," said Scott
Wells, Chief Executive Officer of Clear Channel Outdoor
Holdings, Inc. "I want to thank our team for their hard work in
helping us reach this agreement. Upon completion of this
transaction, we will have divested the substantial majority of our
European operations."
Yvonne Bauer, Chair of the Bauer
Media Board commented, "This acquisition represents a pivotal step
in advancing our Group's refocused strategy. By enhancing our core
media and related businesses while driving forward our digital
transformation, this move broadens our capabilities and strengthens
our position as a major player in the highly competitive media
industry. We look forward to welcoming the team to Bauer
Media. Together, we will create a comprehensive and innovative
media offering that meets the evolving needs of our advertisers and
audiences across the region."
Justin Cochrane, Chief Executive
Officer of Clear Channel Outdoor UK & Europe added, "We look forward to joining
Bauer Media Group to build upon the strong foundation that we
have established in these European markets as a part of Clear
Channel Outdoor. The consistent top-line performance of our
Europe-North assets year-to-date underscores the growing demand in
these markets and the dedication of our teams to executing for our
clients and partners."
The transaction is expected to close in 2025, upon satisfaction
of regulatory approvals.
Accounting Treatment
During the fourth quarter of 2024, the Company's plan to sell
the businesses in its Europe-North segment met the criteria to be
reported as discontinued operations. In accordance with U.S.
Generally Accepted Accounting Principles, starting with the release
of the Company's fourth quarter 2024 results, assets and
liabilities of these discontinued operations will be presented
separately in the Company's Consolidated Balance Sheets, and
results of discontinued operations will be reported as a separate
component of consolidated net loss in the Company's Consolidated
Statements of Loss, for all periods presented, resulting in changes
to the presentation of certain prior period amounts.
Current Report on Form 8-K
Because January 9, 2025 has been
declared a National Day of Mourning and U.S. federal government
offices will be closed, the Company expects filing the Current
Report on Form 8-K with respect to the transaction as soon as
practicable after the date hereof and, in any case, no later than
January 15, 2025.
Advisors
The Company engaged Moelis & Company LLC and Deutsche Bank
Securities Inc. as financial advisors to assist with the process to
sell the Company's Europe-North segment.
About Clear Channel Outdoor Holdings, Inc.
Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) is at the
forefront of driving innovation in the out-of-home advertising
industry. Our dynamic advertising platform is broadening the pool
of advertisers using our medium through the expansion of digital
billboards and displays and the integration of data analytics and
programmatic capabilities that deliver measurable campaigns that
are simpler to buy. By leveraging the scale, reach and flexibility
of our diverse portfolio of assets, we connect advertisers with
millions of consumers every month.
Cautionary Statement Concerning Forward-Looking
Statements
Certain statements in this press release constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. The words "expect,"
"anticipate," "estimate" and similar words and expressions are
intended to identify such forward-looking statements. In addition,
any statements that refer to expectations or other
characterizations of future events or circumstances, such as
statements about the timing of closing of the sale of our
Europe-North segment, the use of the proceeds therefrom, our
expectations with respect to optimizing our portfolio, our
expectations with respect to our America and Airports businesses,
our business plans and strategies and our liquidity are
forward-looking statements. These statements are not guarantees of
future performance and are subject to certain risks, uncertainties
and other factors, some of which are beyond our control and are
difficult to predict.
Various risks that could cause future results to differ from
those expressed by the forward-looking statements included in this
press release include, but are not limited to: our ability to
complete the sale of the Europe-North segment on the anticipated
terms and timing or at all, including obtaining regulatory
approvals; disruptions from the announcement of the sale, including
the diversion of management's attention from the Company's ongoing
business operations; potential adverse reactions or changes to
business relationships resulting from the announcement or
completion of the sale; our inability to optimize our
portfolio, strengthen our liquidity and achieve the expected
benefits from the sale; continued economic uncertainty, an economic
slowdown or a recession; our ability to service our debt
obligations and to fund our operations, business strategy and
capital expenditures; the impact of our substantial indebtedness,
including the effect of our leverage on our financial position and
earnings; the difficulty, cost and time required to implement our
strategy; the impact of the process to sell our businesses in
Latin America and any process to
sell our business in Spain; the
impact of the recent dispositions or agreements to dispose of the
businesses in our Europe-South segment, including the impact of the
termination of the agreement to sell our business in Spain, as well as other strategic transactions
or acquisitions; volatility of our stock price; the restrictions
contained in the agreements governing our indebtedness limiting our
flexibility in operating our business; and certain other factors
set forth in our filings with the SEC. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this press release. Other key risks
are described in the section entitled "Item 1A. Risk Factors" of
the Company's reports filed with the SEC, including the Company's
Annual Report on Form 10-K for the year ended December 31, 2023. The Company does not undertake
any obligation to publicly update or revise any forward-looking
statements because of new information, future events or
otherwise.
1 Europe-North segment results of
approximately $97 million for the
twelve months ended September 30,
2024 is calculated as Europe-North Segment Adjusted EBITDA
of approximately $128 million less
$31 million of estimated corporate
costs related to the Europe-North businesses.
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SOURCE Clear Channel Outdoor Holdings, Inc.