Company Continues Review of Strategic
Alternatives for its Other European Businesses
SAN
ANTONIO, May 30, 2023 /PRNewswire/ -- Clear Channel
Outdoor Holdings, Inc. (NYSE: CCO) (the "Company") today announced
agreements to sell its businesses in Italy and Spain to subsidiaries of JCDecaux SE. Gross
proceeds from the two separate all-cash transactions total
approximately EUR 75.1 million, or
US$ 80.5 million1.
The all-cash consideration represents a combined transaction
multiple of approximately 9.62x Segment Adjusted
EBITDA3 contribution based on twelve months ended
December 31, 2022, and
7.04x based on twelve months ended March 31, 2023. The Company intends to use the
anticipated net proceeds from the sales, after payment of
transaction-related fees and expenses, to improve its liquidity and
increase the financial flexibility of the business, subject to any
limitations set forth in its debt agreements.
"The sale of our businesses in Italy and Spain is another important step forward toward
our goal of optimizing our portfolio in the best interests of our
shareholders," said Scott Wells,
Chief Executive Officer of Clear Channel Outdoor Holdings, Inc.
"Together with the previous sale of our Swiss business, we will
have generated approximately $175
million5 in total gross proceeds while exiting
three lower-margin and / or lower-priority European markets. The
Board continues its review of strategic alternatives for our other
European businesses, and we remain focused on executing our
strategic priorities in our America and Airports segments."
The sale of the Company's business in Italy is expected to close imminently, and the
sale of its business in Spain is
expected to close in 2024, upon satisfaction of regulatory approval
and other customary closing conditions. The Company has hedged the
anticipated proceeds from the sale of its business in Spain to mitigate the risks related to foreign
currency fluctuations.
There can be no assurance that the strategic reviews of our
other European businesses will result in any additional
transactions or particular outcomes. The Company has not set a
timetable for completion of these processes and may suspend these
processes at any time.
About Clear Channel Outdoor Holdings
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 across more than 500,000 print and digital
displays in 22 countries.
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 "believe,"
"expect," "anticipate," "estimate," "forecast," "goals,"
"potential," "targets" and similar words and expressions are
intended to identify such forward-looking statements. Any
statements that refer to expectations or other characterizations of
future events or circumstances, such as statements about the
satisfaction of closing conditions for, or otherwise closing, the
sale of our Italy and Spain businesses; the use of the proceeds
therefrom; the continuing review of strategic alternatives for our
other European businesses; our expectations of optimizing our
portfolio; our expectations with respect to our Americas business;
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: the failure to
satisfy the conditions to close, or otherwise close, the sale of
our Italy and Spain businesses; our inability to obtain the
benefits from hedging the proceeds from the sale of our
Spanish business; the impact of the continued strategic review of
our other European businesses and assets; our inability to complete
any other transactions with respect to our other European
businesses and improve our portfolio; 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, and the fact that we may not realize the
anticipated benefits therefrom; the impact of future dispositions,
acquisitions and other strategic transactions; risks of doing
business in foreign countries; fluctuations in exchange rates and
currency values; volatility of our stock price; the impacts on our
stock price as a result of future sales of common stock, or the
perception thereof, and dilution resulting from additional capital
raised through the sale of common stock or other equity-linked
instruments; our ability to continue to comply with the applicable
listing standards of the New York Stock Exchange; the restrictions
contained in the agreements governing our indebtedness limiting our
flexibility in operating our business; and certain other factors
set forth in our other filings with the SEC. You are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date stated, or if no date is stated, 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,
2022. The Company does not undertake any obligation to
publicly update or revise any forward-looking statements because of
new information, future events or otherwise.
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1 Figures
based on prevailing exchange rates on May 30, 2023.
2 In aggregate, the Company's Italian and Spanish
businesses contributed approximately US$ 129.1 million to
Europe-South revenue and US$ 8.4 million to Europe-South Segment
Adjusted EBITDA3 for the full year ended December 31,
2022.
3 Segment Adjusted EBITDA is a GAAP financial
measure that is calculated as Revenue less Direct operating
expenses and SG&A expenses, excluding restructuring and other
costs. Restructuring and other costs include costs associated with
cost savings initiatives such as severance, consulting and
termination costs and other special costs.
4 In aggregate, the Company's Italian and Spanish
businesses contributed approximately US$ 135.1 million to
Europe-South revenue and US$ 11.5 million to Europe-South Segment
Adjusted EBITDA3 for the twelve months ended March 31,
2023.
5 Figure based on prevailing exchange rates on May
30, 2023, for the Spain and Italy transactions and on December 21,
2022, for the Switzerland transaction.
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SOURCE Clear Channel Outdoor Holdings, Inc.