Important new legislation intended to spur job creation and economic growth by improving access to the capital markets for start-up and emerging growth companies has cleared Congress. The “Jumpstart Our Business Startups Act” (JOBS Act) won final approval on March 27, 2012, and now goes to the President. The President is expected to sign the JOBS Act into law in the near future.

A summary of the JOBS Act’s most significant provisions is set forth below.

IPO On-Ramp

Most notably, the JOBS Act seeks to improve access to capital for companies that qualify as “emerging growth companies” (EGCs). This new category of recently public and soon-to-be-public companies includes any issuer that had total annual gross revenues of less than $1 billion (indexed for inflation) during its most recently completed fiscal year, other than an issuer that completed its initial public offering (IPO) on or before December 8, 2011. All companies that qualify as EGCs will have the option to pursue an IPO process that is intended to be more streamlined than the currently mandated process. EGCs will have up to five years following their IPO to achieve full compliance with certain disclosure regulations and accounting and auditing standards that are currently applicable to all US public companies. ¹ Most of the EGC provisions of the JOBS Act will be effective upon enactment.

During this phase-in or “IPO on-ramp” period, an EGC will enjoy the following exemptions from, and modifications of, current disclosure requirements and accounting and auditing standards:

• Say-on-Pay, Say-When-on-Pay and Golden Parachute Exemption – EGCs will be exempt from the requirements mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank) that issuers seek shareholder approval of an advisory vote on their executive compensation arrangements, including golden parachute compensation.
• Exemption from Pay Ratio Compensation Disclosures – EGCs will be exempt from the Dodd-Frank requirement, which remains subject to future SEC rulemaking, to disclose the ratio of the median annual total compensation of all employees to the total compensation of their chief executive officer. EGCs are also exempt from making pay versus performance disclosures.
• Reduced Executive Compensation Disclosures – An EGC will be allowed to provide scaled disclosures on executive compensation.
• Reduced Audited Financial Statement Requirements and MD&A Disclosure – In registration statements, EGCs will be required to provide only two years of audited financial statements (instead of three). In addition, an EGC need not present selected financial data in registration statements or Exchange Act reports, such as Annual Reports on Form 10-K, for any period prior to the earliest audited period presented in its IPO registration statement. Similarly, an EGC will only be required to include in registration statements and Exchange Act reports Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) for the fiscal periods presented in the required financial statements.
• Delayed Application of New Accounting Standards – EGCs will not be subject to any newly adopted or revised accounting standards unless and until these standards are deemed to apply to companies that are not “issuers” as defined in the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley).
• Internal Controls Audit Attestation Exemption – EGCs will be exempt from the requirement under Section 404(b) of Sarbanes-Oxley that an independent registered public accounting firm attest to an issuer’s internal control over financial reporting.
• Exemption from Mandatory Audit Firm Rotation and Other PCAOB Matters – EGCs will be exempt from any future mandatory audit firm rotation requirement and any rules requiring that auditors provide additional information about the audit or financial statements of the issuer (a so-called “auditor discussion and analysis”), which the Public Company Accounting Oversight Board (PCAOB) might adopt. (The PCAOB is considering such rules but has not yet made any proposal regarding them.) Any other new auditing standards adopted by the PCAOB will not apply to audits of EGCs unless the SEC determines that application of the new rules to audits of EGCs is necessary or appropriate in the public interest, after considering the protection of investors and whether the action will promote efficiency, competition and capital formation.
• Additional Permitted Investor Communications, Analyst Communications and Research – EGCs and their agents will have more freedom to communicate with potential investors that are qualified institutional buyers or institutional accredited investors, both before and after the filing of a registration statement for an offering of securities (including an IPO). Research analysts will also have greater ability to communicate with investors and with the EGC’s management. Research analysts will be permitted to attend meetings with the EGC’s management at which other broker-dealer personnel, including investment bankers participating in the EGC’s IPO, are present, and they will be able to attend investor meetings arranged by investment bankers. Additionally, brokers-dealers, including underwriters participating in the EGC’s IPO, will have more latitude to publish and distribute research reports and make public appearances regarding the company both prior to and after filing of a registration statement for an offering of common equity securities, during any prescribed post-offering blackout period or any blackout period prior to the expiration of a lock-up period.
• Confidential Filing of Registration Statements – EGCs will be able to submit draft registration statements to the SEC for confidential review instead of filing them publicly on the SEC’s EDGAR filing system. These confidential submissions will be exempt from Freedom of Information Act requests but will have to be filed publicly no later than 21 days before an IPO roadshow commences.

Under the JOBS Act, a company may choose to forgo any of the exemptions provided to EGCs under the JOBS Act and instead comply with the requirements that apply to an issuer that is not an EGC. An important limitation on this “opt-in” right, however, is that an EGC must choose whether it will avail itself of the exemption regarding the extension of time to comply with new and revised accounting standards at the time the company is first required to file a registration statement, periodic report or other report with the SEC. Furthermore, an EGC is not permitted to choose to comply with some but not all of the non-EGC accounting standards.

Relaxed Restrictions on Private Placements

In addition to the IPO on-ramp, the JOBS Act directs the SEC to relax restrictions on private placements for all companies (regardless of whether they qualify for EGC status) and for other participants in private placements of securities.

• General Solicitation for Rule 506 Placements and Rule 144A Offerings – The SEC will be required to modify Regulation D under the Securities Act within 90 days of the JOBS Act’s enactment to permit general solicitation and general advertising in Rule 506 placements, provided that all purchasers in those transactions are accredited investors. The SEC will also be required to eliminate the prohibitions in Rule 144A offerings on general solicitation, general advertising and making offers to investors who are not qualified institutional buyers as long as all purchasers are qualified institutional buyers. The issuer must take reasonable steps to verify that purchasers are accredited investors or qualified institutional buyers, as applicable, using methods to be determined by the SEC.
• Securities Platforms – Persons will not be required to register as a broker-dealer solely because they or their associated persons maintain a “platform or mechanism” that facilitates Rule 506 offerings, co-invest in such offerings or provide ancillary services in connection with such offerings. This exemption is available only if the person or associated person does not receive compensation in connection with the purchase and sale of securities, does not hold customer funds or securities and is not subject to a “bad actor” disqualification.

Crowdfunding

Pursuant to a new exemption under Section 4 of the Securities Act, issuers will, without Securities Act registration, be able to publicly offer and sell up to $1 million of securities in “crowdfunding” transactions within a 12-month period, subject to the following restrictions:

• The amount any individual investor may invest must not exceed (1) the greater of $2,000 or 5% of the annual income or net worth of the investor, if either the annual income or net worth of the investor is less than $100,000, and (2) 10% of the annual income or net worth of the investor, not to exceed a maximum aggregate investment of $100,000 by the investor, if either the annual income or net worth of the investor is equal to or more than $100,000.
• An intermediary, either a broker or “funding portal,” must be used in the transaction and the intermediary must, among other things, register with the SEC, register with any applicable self-regulatory organization, ensure that investors understand the risks of the investment and ensure that investors can bear the burden of possibly losing this investment, conduct a background check, make sure that no investment limits are exceeded and comply with any other requirements the SEC may prescribe.

• Issuers who offer these securities will have to file with the SEC and provide certain information to investors, the intermediary and potential investors, including an anticipated business plan, the financial condition of the issuer, a description of the intended use of the proceeds and a description of the ownership and capital structure of the issuer.
• Investors who purchase securities offered pursuant to the crowdfunding exemption would have a private right of action for rescission under Section 12(b) and Section 13 of the Securities Act for material misstatements and omissions. “Issuers” for liability purposes will include directors or partners of the issuer, the principal executive officers, principal financial officer, controller or principal accounting officer and any person who offers or sells the security in the offering.
• Issuers will need to disclose a target offering amount and the deadline to reach the target offering amount. Issuers will need to provide regular updates regarding their progress in meeting the target offering amount.
• Issuers must not advertise the terms of the offering, except for notices which direct investors to the intermediary. Issuers may not compensate, directly or indirectly, anyone for promoting the offering through the intermediary’s communication channels, without taking the proper steps, which the SEC shall determine, to ensure that such promoter discloses that compensation in each promotional communication.
• Issuers must file ongoing reports with the SEC, including financial statements, subject to rules, exceptions and termination dates to be determined by the SEC.
• Issuers must also comply with such other requirements as the SEC may prescribe.
• Investors may not resell securities purchased pursuant to the new exemption for one year, beginning on the date of purchase, except to the issuer, to an accredited investor, as part of an SEC-registered offering, or to family members or in connection with death or divorce.
• The issuer must be organized under the laws of a US state and must not already be an Exchange Act reporting company.

The JOBS Act also preempts the authority of state securities commissions to require registration and establish offering requirements for securities issued pursuant to the new crowdfunding exemption.

Within 270 days of enactment, the SEC must issue rules implementing the new exemption and establishing bad actor disqualification provisions for both issuers and intermediaries.

Higher Shareholder Threshold for Exchange Act Registration

The JOBS Act amends Section 12(g) of the Exchange Act to increase the shareholder thresholds at which an issuer must register its securities with the SEC to either (1) 2,000 persons or (2) 500 persons who are not accredited investors. Also, securities held by persons who received the securities pursuant to an employee compensation plan in transactions exempt from the registration under the Securities Act shall not be considered to be held of record. Additionally, within 270 days of enactment of the JOBS Act, the SEC shall exempt, conditionally or unconditionally, securities acquired pursuant to crowdfunding transactions from the minimum shareholder threshold for Exchange Act registration of securities. Separate rules for Exchange Act registration will apply to bank holding companies.

Expansion of Regulation A

The JOBS Act amends and clarifies the SEC’s existing exemptive authority under Section 3(b) of the Securities Act, effectively modifying Regulation A (Conditional Small Issues Exemption) in several ways:

• Regulation A will now permit public offerings of up to $50 million in aggregate offering amount in any 12-month period, as compared to the existing $5 million limitation.²
• Securities sold pursuant to Regulation A will not be “restricted securities” for purposes of the federal securities laws.
• Securities sold pursuant to Regulation A will be subject to liability under Section 12(a)(2) of the Securities Act.
• Issuers will be allowed to “test the waters” by soliciting interest prior to filing an offering statement, on such terms as the SEC prescribes.
• Issuers will be required to file audited financial statements annually with the SEC, and the SEC will be authorized to prescribe other periodic disclosure requirements (and to suspend or terminate such periodic disclosure requirements).
• The SEC will be allowed to set other terms and conditions for Regulation A offerings, including preparing and filing an offering statement and establishing “bad actor” disqualification provisions. There is no deadline in the JOBS Act for this rulemaking.
• The JOBS Act preempts the authority of state securities commissions to require registration and establish offering requirements for securities issued in Regulation A offerings.

Footnotes

¹ A company that is an EGC on the first day of its fiscal year will no longer qualify as an EGC upon the earliest of (1) the last day of the fiscal year during which it had total annual gross revenues of $1 billion (indexed for inflation), (2) the last day of its fiscal year following the fifth anniversary of the first sale of its common equity securities in a public offering, (3) the date on which it has, during the previous three-year period, issued more than $1 billion in non-convertible debt or (4) the date on which it is deemed to be a “large accelerated filer” pursuant to Rule 12b-2 under the Securities Exchange Act of 1934 (Exchange Act).

^{2 Every two years the SEC will be required to review the Regulation A offering size limitation and increase it as appropriate; if the SEC decides not to increase this amount, it must report to the Committee on Financial Services of the House and the Committee on Banking, Housing, and Urban Affairs of the Senate explaining the reasoning.}

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

Russia placing blockbuster $7 billion Eurobond deal

MOSCOW (Reuters) - Russia will raise $7 billion in Eurobonds in the largest emerging markets sovereign offering since at least 2000, fully covering its foreign borrowing plan for 2012, sources close to the deal said on Tuesday.

Capitalizing on strong oil prices that have boosted confidence in Russia’s fiscal performance, the dollar offering attracted bids of $17 billion, leading the Finance Ministry to slightly tighten yield guidance on the three-tranche deal.

Russia plans to issue $3 billion in 30-year paper at 250-255 basis points over U.S. Treasuries, establishing a new benchmark long bond in its first international offering since April 2010.

It will also place $2 billion in 10-year paper at 240-245 basis points over Treasuries and $2 billion in five-year bonds at 230-235 basis points over, the sources said.

That yield guidance represented a tightening of up to 5 basis points from earlier indications on the five- and 10-year bonds and of 10-15 basis points on the 30-year paper, which met strong interest from investors.

Pricing is expected on Wednesday.

“They are paying to get the size away,” said a bond trader in London.

According to Thomson Reuters data, the deal is the largest by an emerging markets sovereign since 2000. In the emerging markets space it is the biggest since state-controlled Brazilian oil firm Petrobras raised $7.2 billion in February.

PRICING IT CHEAP?

Despite the revised guidance, Russia offered enough of a yield pickup to attract buyers at a time when global markets are in ‘risk on’ mode and political risk in Russia has ebbed after Vladimir Putin’s victory in a presidential election on March 4.

“These guidelines provide a sufficiently large discount to the market - on average about 20 basis points,” said Denis Poryvai, an analyst at Raiffeisenbank.

“Now, the Russian curve trades in the range 250-280 basis points over the Treasuries curve.”

In contrast to the 2010 deal, which performed poorly after being priced aggressively, so-called ‘grey’ market trading suggested short-term investors might be able to turn a quick profit.

The five-year bond was trading 25-50 basis points up in price, the 10-year higher by 25-75 pips and the 30-year by 62.5-75 ticks, market sources in London told IFR, a Thomson Reuters news and markets analysis service.

The guidance puts the yield premium on the 30-year paper at 105-110 basis points over similarly rated Mexico and 125-130 basis points over Brazil, a gap that many traders see narrowing on expected Russian outperformance.

“Investors see this and will buy the Russian paper with an appetite … In the medium term spreads will narrow,” said Vadim Khanov, a bond trader with Gazprombank in Moscow.

Gazprombank said strong demand for the 30-year tenor reflects a deficit of long-term sovereign issues in the emerging market universe.

Mexico issued $2 billion worth of 2044 bonds at a yield of 4.84 percent and $2 billion of 10-year bonds at 3.71 percent earlier this month. Brazil borrowed $750 million overseas in 2021 notes at a yield of 3.45 percent.

GOOD FISCAL STANCE

Russia’s strong fiscal position, with sovereign debt of around 11 percent of gross domestic product, puts it in a position to focus on price and maturity as it seeks to create a benchmark curve for corporate issuers.

But the country’s finances are likely to be strained in the coming years due to planned increases in state spending. If oil prices fall back below $100 a barrel, the country may see a bigger than expected budget deficit in 2013-2014.

This year, Moscow’s finances are likely to be fine, with oil prices above the $117 per barrel needed to keep the budget balanced, ensuring a positive current account balance and windfall revenues to save in its budget reserve funds.

Prices for Urals, Russia’s chief crude export brand, now at $122.79 per barrel, have risen around $15.50 since the start of the year, according to Reuters calculations.

Russia plans to borrow around $7 billion on international markets each year until 2014, and under current funding plans, the public debt stock will not exceed 16 percent of GDP in 2014.

The banks running the deal are VTB, Sberbank, Citi, Deutsche and BNP Paribas.

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China’s BoCom raises $8.9 billion in private placement

Reuters) - China’s fifth-largest lender, Bank of Communications Co Ltd (3328.HK), will raise $8.9 billion to meet tighter capital requirements by placing shares with existing shareholders such as HSBC (HSBA.L) and the country’s finance ministry.

China is set to see a flurry of fund-raising this year, with state-run China Securities Journal saying in December that publicly traded banks were expected to raise more than 100 billion yuan in share offerings.

Besides HSBC and the Finance Ministry, the country’s national pension fund as well as tobacco companies Shanghai Haiyan and Yunnan Hongta will also subscribe to the rights offer.

Under the 56.6 billion yuan private placement, new Shanghai-listed shares (601328.SS) will be priced at 4.55 yuan and Hong Kong-listed shares at HK$5.63.

“A private placement is probably ideal under the current circumstances,” said Alex Lee, an analyst at DBS Vickers in Hong Kong.

“These are likely to be long-term shareholders, and that removes the likelihood of selling pressure you may get if you have a general rights issue to a more fragmented general audience,” he said.

The new cash will mean BoCom, which has the lowest capital adequacy ratio of the five largest banks in China, will not pursue any more fundraising in the next 3-4 years, bank executives said in a call with analysts.

HSBC said it will pay about HK$13.2 billion for about 2.4 billion new shares from its own cash, bringing its shareholding to no less than its current 19.03 percent.

“Maintaining our stake in BoCom reinforces our position as the leading foreign bank in mainland China and is consistent with our strategy to deploy capital in faster growing markets,” HSBC Chief Executive Stuart Gulliver said in a statement.

The fundraising will lift BoCom’s core tier 1 capital ratio to over 10 percent from 9.24 percent core capital ratio now. Its tier 1 capital ratio will climb to over 13 percent, executives said.

That compares with 10.57 percent for larger rival China Construction Bank (601939.SS)(0939.HK) and 10.03 percent for Industrial and Commercial Bank of China (601398.SS)(1398.HK).

Hong Kong-listed shares for BoCom, originally set up to fund communications and transport projects, have risen 14 percent so far this year, roughly in line with a 15 percent gain in the broader Hang Seng index .HSI.

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This month, Industrial Bank Co (601166.SS) said it will raise up to 26.4 billion yuan by issuing shares to four institutional investors to supplement its capital base and improve its capital adequacy ratio.

Other Chinese lenders likely to tap equity markets in the coming months include China Merchants Bank (600036.SS) (3968.HK) and China Minsheng Banking Corp (1988.HK)(600016.SS), according to a report by Mizuho Securities.

China is planning to roll out new rules on banks’ capital requirements on July 1, the 21st Century Business Herald reported last month.

($1 = 6.3323 Chinese yuan)

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DIRECTV Holdings LLC Prices Issue of $4.0 Billion of New Debt

EL SEGUNDO, Calif., Mar 06, 2012 — DIRECTV Holdings LLC (the “Company”), an indirect subsidiary of DIRECTV DTV -1.35% , announced today the pricing of an issuance of $1.25 billion of 2.400% 144A Senior Notes due 2017, $1.5 billion of 3.800% Senior Notes due 2022 and $1.25 billion of 5.150% Senior Notes due 2042 (together, the “Notes”). The closing of the offering is expected to occur on March 8, 2012, subject to satisfaction of customary closing conditions. The Company will receive net proceeds of approximately $3.97 billion from this offering and intends to use the net proceeds from the offering for general corporate purposes, which may include a distribution to its parent, DIRECTV, for its share repurchase plan and other corporate purposes.

The Notes to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any other jurisdiction. As a result, they may not be offered or sold in the United States or to any U.S. persons except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Notes will be offered only to “qualified institutional buyers” pursuant to Rule 144A of the Securities Act or to persons other than “U.S. persons” in compliance with Regulation S under the Securities Act. A confidential offering memorandum will be made available to such eligible holders. The offering will be conducted in accordance with the terms and subject to the conditions set forth in the offering memorandum.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

NOTE: This press release may include or incorporate by reference certain statements that we believe are, or may be considered to be, “forward-looking statements” within the meaning of various provisions of the Securities Act and the Securities Exchange Act of 1934. These forward-looking statements generally can be identified by use of statements that include phrases such as “believe,” “expect,” “estimate,” “anticipate,” “intend,” “plan,” “project” or other similar words or phrases. Similarly, statements that describe our objectives, plans or goals also are forward-looking statements. All of these forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or from those expressed or implied by the relevant forward-looking statement. Such risks and uncertainties include, but are not limited to: increased competition; increasing programming costs and our ability to renew programming contracts under favorable terms; increased subscriber churn or subscriber upgrade and retention costs; potential material increase in subscriber acquisition costs; general economic conditions; risks associated with doing business internationally, which for DIRECTV Latin America include political and economic instability and foreign currency exchange rate volatility and controls; pace of technological development; potential intellectual property infringement; loss of key personnel; satellite construction or launch delays; satellite launch and operational risks; loss of a satellite; theft of satellite programming signals; U.S. and foreign governmental and regulatory action; ability to maintain licenses and regulatory approvals; significant debt; indemnification obligations; reliance on network and information systems; and the outcome of legal proceedings. We may face other risks described from time to time in periodic reports filed by us with the U.S. Securities and Exchange Commission.

About DIRECTV DIRECTV DTV -1.35% is one of the world’s leading providers of digital television entertainment services delivering a premium video experience through state-of-the-art technology, unmatched programming and industry leading customer service to more than 32 million customers in the U.S. and Latin America. In the U.S., DIRECTV offers its more than 19.8 million customers access to more than 170 HD channels and Dolby- Digital(R) 5.1 theater-quality sound, access to exclusive sports programming such as NFL SUNDAY TICKET(TM), Emmy- award winning technology and higher customer satisfaction than the leading cable companies for ten years running. DIRECTV Latin America, through its subsidiaries and affiliated companies in Brazil, Mexico, Argentina, Venezuela, Colombia, and other Latin American countries, leads the pay-TV category in technology, programming and service, delivering an unrivaled digital television experience to more than 12 million customers. DIRECTV sports and entertainment properties include three Regional Sports Networks (Northwest, Rocky Mountain and Pittsburgh) as well as a 60 percent interest in Game Show Network. For the most up-to-date information on DIRECTV, please visit www.directv.com .

SOURCE: DIRECTV Holdings LLC

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Clear Channel Outdoor Holdings, Inc. : Prices Senior Subordinated Notes and Declares Special Cash Dividend

CLEAR CHANNEL OUTDOOR HOLDINGS, INC. PRICES SENIOR SUBORDINATED NOTES AND DECLARES SPECIAL CASH DIVIDEND

San Antonio, Texas, February 29, 2012. Clear Channel Outdoor Holdings, Inc. (the “Company”) (NYSE: CCO) announced today the pricing of the $275 million aggregate principal amount of 7.625% Series A Senior Subordinated Notes due 2020 and $1,925 million aggregate principal amount of 7.625% Series B Senior Subordinated Notes due 2020 (collectively, the “Notes”) offered by its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc. (”Clear Channel Worldwide”). The Company anticipates that the closing of the private offering will take place on March 15, 2012, subject to customary closing conditions.

The Company also announced today that its board of directors declared a special cash dividend of $2,167 million (or approximately $6.08 per share, based on shares outstanding at the close of business on February 28, 2012), which will be paid on March 15, 2012 to Class A and Class B stockholders of record at the close of business on March 12, 2012, subject only to the closing of the offering of the Notes.

The Company, its wholly-owned subsidiary Clear Channel Outdoor, Inc. (”CCOI”), and certain of the Company’s other domestic subsidiaries (collectively, the “Guarantors”) will guarantee the Notes. The Notes will be unsecured senior subordinated obligations that will rank junior to all of Clear Channel Worldwide’s existing and future senior debt, equally with any of Clear Channel Worldwide’s existing and future senior subordinated debt and ahead of all of Clear Channel Worldwide’s existing and future debt that expressly provides that it is subordinated to the Notes. The guarantees of the Notes will rank junior to all of the Guarantors’ existing and future senior debt, equally with any of the Guarantors’ existing and future senior subordinated debt and ahead of all of the Guarantors’ existing and future debt that expressly provides that it is subordinated to the guarantees of the Notes.

With the proceeds of the Notes (net of an initial purchasers’ discount), Clear Channel Worldwide intends to make loans in an aggregate amount equal to $2,167 million to CCOI. CCOI will pay all other fees and expenses of the offering using cash on hand and, with the proceeds of the loans, make a special cash dividend to the Company, which will in turn make the special cash dividend described above (in the same aggregate amount) to all holders of its Class A common stock and Class B common stock, including Clear Channel Holdings, Inc. (”Clear Channel Holdings”), a wholly-owned subsidiary of Clear Channel Communications, Inc., and CC Finco, LLC, a direct wholly-owned subsidiary of Clear Channel Holdings. Clear Channel Communications, Inc. has advised the Company that it will repay indebtedness under its senior secured credit facilities in an aggregate amount equal to the aggregate amount of dividend proceeds distributed to Clear Channel Holdings and CC Finco, LLC, or approximately $1,925 million.

The Notes and related guarantees will be offered only to “qualified institutional buyers” in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to persons outside of the United States in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities and foreign securities laws.

This press release is for informational purposes only and shall not constitute an offer to sell nor the solicitation of an offer to buy the Notes or any other securities. The Notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.

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 850 digital billboards across 37 U.S. markets. Clear Channel International operates in 30 countries across Asia, Australia and Europe in a wide variety of formats.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements based on current Clear Channel Outdoor Holdings, Inc.’s management 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 any forward-looking statements. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Clear Channel Outdoor Holdings, Inc.’s ability to control or predict. Clear Channel Outdoor Holdings, Inc. undertakes 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.

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Facebook value has risen 10 percent since IPO filing

Antipodes Help US Private Placement Market To Record

Australia and New Zealand aren’t just boosting the global games of rugby and cricket. The two nations have helped the U.S. private placement market reach a record year of issuance.

According to J.P. Morgan, both countries account for 16% of supply in 2011 to date where volumes of US$46.5 billion have surpassed the 2003 record of US$45.7 billion. Last year, Australia and New Zealand were responsible for 10% of the US$41.6 billion market.

Notable transactions in 2011 include biopharma CSL’s US$750 million private placement across 7, 10, 12 and 15 year maturities, Melbourne Airport’s US$600 million transaction across 10, 12 and 15 year tenors and gas distributor Envestra’s dual currency offering of US$240 million and A$115 million tranches spanning four maturities between 10 years and 30 years.

In September, Metcash completed its first funding deal outside of Australia by placing US$225 million at 7, 8 and 12 year tenors while New Zealand’s national power grid owner-operator Transpower placed US$380 million of senior unsecured notes at 10, 12 and 15 year maturites to 15 U.S.-based institutions.

And the outlook for 2012? J.P. Morgan reckons issuers have lined up transactions to be launched at the onset of the new year, which are expected to be well received by investors who have refreshed budget allocations.

PPM.net speicalizes in private placement memorandum and other private placement services.

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November 2011 Overview Demands for domestic corporate CUSIPs rebounded in November to their second highest monthly volume of 2011 as 1,923 identifiers were sought. A chief factor in this turnaround was the fact that domestic corporate equity CUSIP requests reached a 2011 high of 1,100 last month. This surpasses this year’s monthly high for domestic corporate equity CUSIP demands of 914 set in September according to the data from CUSIP Global Services. As for domestic corporate debt CUSIP equests, November saw a modest recovery following the prior month’s decline as 823 identifiers were sought. Requests for municipal securities CUSIPs climbed up to a 2011 monthly high of 1,449 in November. While that result marks the best monthly volume since November 2010, when 1,691 identifiers were requested, year‐to‐date volume for municipal identifier is off more than ‐23% the prior year‐to‐date results. Municipal long‐term note CUSIP demands retreated in November, pulling year‐to‐date volume ‐50% below the prior year’s level though short‐term note volume, despite last onth’s decline, remained fractionally ahead of the prior year’s level.

CUSIP demand for international equity securities posted a rebound last month as 315 identifiers were sought compared to 211 in October. Yet, despite that improvement, year‐to‐date volume for identifiers for this asset class is more than ‐6% lower than a year ago. On the other hand, while international debt CUSIP requests climbed by nearly one‐third last month from October’s results, CUSIP demands for this asset class has failed to top the century mark for five consecutive months. Still, despite those results, year‐to‐date CUSIP volume for nternational debt securities is 5.7% higher than the prior year’s period. As 2011 heads for closure we anticipate that the recent upswing in identifier requests for various security classes signals a likely ositive prospect for underwriting and related capital markets activities. Please continue to find the latest information and analysis on CUSIP activity throughout 2011 at www.cusip.com .

About CUSIP Trends
CUSIP Trends Global Issuance Report is a monthly compilation of new securities issuance trends and insights compiled by CUSIP Global Services (CGS), the world leader in financial instrument identification. Each report provides an analysis of securities issuance activity on a sector- by-sector, asset class-by-asset class and regional basis, offering an early indicator of nascent market trends and burgeoning hot spots of new capital creation.

Data for the report comes from the CGS database, which contains issuer, issue and entity identifiers, standardized descriptions and related data for more than 9.1 million securities, IPOs, preferred stock, funds, CDs and competitive/negotiated deals.

CGS is managed on behalf of the American Bankers Association by Standard & Poor’s. For more information, visit www.cusip.com

After posting the sharpest monthly percentage drop since January 2010, requests for domestic corporate CUSIPs rebounded last month with a 16.9% increase to 1,923. This represents the second highest monthly count for the year for domestic corporate CUSIP demand. However, a 12.3% decline in CUSIPs by CDs with more than a year maturities has reduced industry totals.

Corporate CUSIPs/ Processed and Billed Requests
Nov 11 Oct 11 2011 ytd 2010 ytd year-over-year
Domestics 1,923 1,645 18,876 17,703 6.6%
CDs < 1yr Maturity 335 355 3,448 3,445 0.0%
CDs > 1r Maturity 569 570 7,272 8,292 -12.3%
Other 888 929 10,991 10,588 3.8%
Industry Total 3,715 3,499 40,587 40,028 1.4%

Muni CUSIP requests saw their 2011 monthly high point in November as 1,449 identifiers were sought. That’s a 15.5% jump from October’s count of 1,255 and the biggest monthly percentage increase since this past May. Yet, despite the recent results, yeartodate muni volume is off over 23%.

Municipal CUSIPs/ Processed and Billed Requests
Nov 11 Oct 11 2011 ytd 2010 ytd year-over-year
Municipals 1,449 1,255 12,056 14,851 -23.2%
Long Term Note 18 27 363 726 - 50.0%
Short Term Note 109 164 1,547 1,537 0.7%
Other 26 25 371 404 - 8.2%
Industry Total 1,602 1471 14,337 17,518 - 18.2%

International equity CUSIP volume delivered a 49.3% increase in November following 2011’s monthly lowpoint of 211 set in October. Nonetheless, despite the rebound which was the first monthly gain since August, CUSIP demand for this asset class is off by over 6% this year.

Int’l & Private Placement Notes CUSIPs/ Processed and Billed Requests
Nov 11 Oct 11 2011 ytd 2010 ytd year-over-year
Int’l Equity 315 211 3,239 3,459 - 6.4%
Int’l Debt 99 75 1,362 1,289 5.7%
PPN 206 280 2,284 1,998 14.3%
Industry Total 620 566 6,885 6,746 2.1%

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IFR-Qatar flexes its muscles with US$5 bln bond deal

LONDON, Dec 5 (IFR) - The wow factor from the State of Qatar’s US$5bn Triple Tranche 144a/Reg S bond issue last Tuesday may not have been as strong as it was the last time the state issued in the international markets, but the deal still showed that the gas-rich country is one of the most highly sought after sovereigns.

“After a fairly quiet period for MENA issuance Qatar was exactly the right name to come to market in size,” said Andrew Dell, head of debt capital markets, CEEMEA at HSBC. “Yet again they have executed the biggest deal of the year and set the benchmark for the region. What a contrast to the travails of Europe.”

HSBC led the deal alongside Citigroup, JP Morgan, Mitsubishi UFJ, QNB Capital and Standard Chartered.

The transaction was not without its detractors, however, with some bankers away from the deal arguing that Qatar (Aa2/AA) gave up more than it might have done in terms of pricing. In truth, though, any EM transaction that raises the amount that Qatar did in such volatile markets has to be deemed a big success.

The sovereign priced US$2bn of 3.125% January 2017 notes at US Treasuries plus 225bp, US$2bn of 4.5% January 2022 bonds at plus 262.5bp, and US$1bn of January 2042 paper at plus 287.5bp. The book was US$9.5bn with 450 orders.

All three tranches tightened in secondary market trading. As of Thursday morning the 2017 bonds had tightened to 219bp over Treasuries, the 2022 was trading at 243bp over, and the 2042s had come in to plus 256bp.

Much of the focus was on the new issue premiums, estimated to be 30bp for the new 10-year and 35bp-40bp for the five-year tranche — a reflection of the state of the market, according to a banker close to the deal.

UNNECESSARY RISK?

But one banker away from the deal said the pricing and size of the deal could have been better if the lead managers had decided to do shorter marketing or even no roadshow. The banker argued that Qatar was exposed to unnecessary market risk as a result of going on the road.

“For a Double A rated sovereign to go for such an extensive market window was strange,” he said.

Another banker agreed that a roadshow seemed unnecessary. “Qatar has intra-day access. Announce the deal one day, then price the next and maybe do a few calls,” he said.

Instead, the bankers argued, Qatar ended up paying more, especially compared with Abu Dhabi’s outstanding bonds. Traditionally, they said, Qatar tends to trade flat to or slightly inside Abu Dhabi (Aa2/AA/AA) because of the former’s rarity value in the market. Abu Dhabi’s state-owned entities give investors more regular exposure to its debt.

So on November 8, for example, the day before IFR broke the story of the Qatar deal, its outstanding 2020 bonds were trading at mid-swaps plus 178bp compared with mid-swaps plus 181bp for Abu Dhabi’s 2019s.

By November 21, two days before the mandate’s official announcement, Qatar’s 2020s had gone out to mid-swaps plus 192bp compared with Abu Dhabi’s 2019s at mid-swaps plus 180bp. By November 28, the day before pricing, the 2020s had widened out further to 208bp over mid-swaps, compared with the 2019s at 172bp over.

“In reality, Qatar paid more for this deal than the leads would claim,” said one of the bankers. “If they did a quick-to-market trade they could have announced new issue levels relative to a Qatar that traded flat to inside Abu Dhabi. Therefore they could have achieved a lower absolute spread through a decent new issue premium but from a lower starting point and potentially for more size.”

Those close to the deal, however, said the criticisms were unfair. One banker argued that as Qatar had not been in the international markets since November 2009, when it raised a record US$7bn, investors were keen to meet the sovereign’s officials. They added that in reality the roadshow, held in London and New York, was only two days — it seemed longer because of a break for the Thanksgiving holiday in the US — and was important for gauging investor feedback.

“The most important thing was to do intra-day execution, and given the size, we needed everything lined up at the moment of announcement. I don’t think we could have been confident of doing that with so many moving pieces without having done extensive marketing,” said one banker involved in the deal.

As for the comparison with Abu Dhabi, another banker on the deal argued that it was unfair. “Abu Dhabi hasn’t issued since 2009. You can’t benchmark against their outstanding bonds,” he said.

Dell added that the transaction was priced at the lowest ever yields across Qatar’s curve. “That’s a success on any day and truly awesome against the global economic and market backdrop,” he said. (For more details on the transaction see “Qatar: Sovereign raises US$5bn”.)

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Since 1999, the founders of PPM.net have provided professional business writing services, such as a PPM or business plan, to more than 2,000 businesses worldwide. Our company is considered to be the most cost effective, efficient consultants for private placement memorandum development in the United States. We are Wall Street’s, and by extension, the New York private placement (PPM) leaders.

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CUSIP & ISIN Number Update - Novemeber

November 2011 CUSIP Issuance Trends Update

Following the strongest month for domestic corporate securities CUSIP requests since May 2008, identifier demand for domestic corporate debt and equity securities in October dropped by more than ‐17%, representing the sharpest monthly decline since January 2010. Municipal securities CUSIP volume remained unchanged in October from the previous month as 1,255 requests were completed.CUSIP requests among international securities delivered mixed results last month. International equity CUSIP orders totaled just 211 last month marking a ‐17.3% fall from September’s count of 255 CUSIPs and the lowest count since May 2009 when 168 CUSIPs were sought. Alternatively, international debt CUSIPs demand moved higher in October marking the first back‐to‐back monthly gains since the September‐October 2009 period.

Municipal securities CUSIP volume remained unchanged in October from the previous month as 1,255 requests were completed. The result also matched the second strongest month of 2011 in terms of identifiers sought according to data from CUSIP Global Services. Despite this occurrence, municipal CUSIP volume is off by more than ‐19% from the same period a year ago. However, both long term and short term municipal note CUSIP orders saw easing last month from September’s results.

CUSIP requests among international securities delivered mixed results last month. International equity CUSIP orders totaled just 211 last month marking a ‐17.3% fall from September’s count of 255 CUSIPs and the lowest count since May 2009 when 168 CUSIPs were sought. Alternatively, international debt CUSIPs demand moved higher in October marking the first back‐to‐back monthly gains since the September‐October 2009 period. Meanwhile, private placement note CUSIP requests jumped to 280 last month, the highest monthly request this year, propelling year to date volume to more than 15% ahead of he same period’s count a year ago.

“We’re seeing the fever pitch of new corporate debt issuance start to slow as we get to the end of the year,” said Richard Peterson, Director, S&P Capital IQ “While requests for new CUSIP identifiers are still showing strong volume in domestic and international corporate debt, the pace has slowed on a month-to-month basis as uncertainty about the US and European economies continues to weigh on issuers.”

Monthly CUSIP orders for domestic corporate securities experienced their sharpest percentage drop on sequential in more than a year as 1,645 identifier requests were processed last month, a 17.3% decline from September’s count of 1,988. Still, despite the recent drop, year to date CUSIP volume for domestic corporate debt and equity issues is up more than 10%.

Monthly municipal CUSIP requests were flat in October, ending a short two month stretch of increased identifier orders. Long term municipal note CUSIP requests dropped last month dragging year to date volume to nearly half the count from the same period a year ago.

International equity CUSIP volume declined in October to 211, the lowest monthly count for the year and slowest pace of requests since May 2009 when 168 identifiers were sought. On the other hand, international debt CUSIP requests moved higher for the second straight month.

About CUSIP Trends
CUSIP Trends Global Issuance Report is a monthly compilation of new securities issuance trends and insights compiled by CUSIP Global Services (CGS), the world leader in financial instrument identification. Each report provides an analysis of securities issuance activity on a sector- by-sector, asset class-by-asset class and regional basis, offering an early indicator of nascent market trends and burgeoning hot spots of new capital creation.

Data for the report comes from the CGS database, which contains issuer, issue and entity identifiers, standardized descriptions and related data for more than 9.1 million securities, IPOs, preferred stock, funds, CDs and competitive/negotiated deals.

CGS is managed on behalf of the American Bankers Association by Standard & Poor’s. For more information, visit www.cusip.com.

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