OREANDA-NEWS. iHeart Communications, Inc.'s (iHeart) 'CCC' Long-Term Issuer Default Ratings (IDR) and Clear Channel Worldwide Holdings, Inc.' (CCWW) 'B' Long-Term IDR are unaffected by Clear Channel Outdoor Americas' (CCOA) sale of five non-strategic outdoor markets to Lamar Advertising Company (Lamar) for $458.5 million, according to Fitch Ratings.

CCWW is an indirect, wholly-owned subsidiary of Clear Channel Outdoor Holdings, Inc. (CCOH) while CCOA is a wholly-owned operating segment of CCOH. CCOH is a 90%-owned subsidiary of iHeart and holds all of iHeart's outdoor assets. The Rating Outlook for CCWW remains Stable. A complete list of ratings follows at the end of this release.

On Jan. 7, 2016, CCOA closed on two transactions involving the sale of non-strategic outdoor assets to Lamar for total consideration of $458.5 million, representing a 12.5x blended multiple of company-calculated last twelve months ended Sept. 30, 2015 (LTM) OIBDAN. The first transaction involved the sale of assets in the Reno, NV; Seattle/Tacoma, WA; and Des Moines, IA markets that generated $18.9 million of LTM OIBDAN. The second involved the sale of assets in the Cleveland, OH and Memphis, TN markets that generated $17.8 million of LTM OIBDAN. Fitch notes that the combined LTM OIBDAN of the assets sold represents approximately 5% of CCOH's total LTM OIBDAN. In addition, the 12.5x blended sale multiple exceeds iHeart's total leverage of 11.6x and represents a potentially delevering event.

The company did not disclose any specific use of proceeds but, given iHeart's current capital structure, Fitch expects that a portion of the proceeds may be used to indirectly fund a dividend to CCOH's stockholders, including iHeart. Fitch also expects iHeart to use any potential dividend proceeds for general corporate purposes, including repurchasing or making payments on its existing indebtedness.

These transactions follow the December 2015 issuance of $225 million of senior secured notes by Clear Channel International B.V. (CCI), a wholly-owned subsidiary of CCWW. Proceeds from that transaction were used to indirectly fund a special dividend to CCOH's stockholders, including iHeart who is expected to use the proceeds for general corporate purposes, including repurchasing or making payments on its existing indebtedness.

Fitch regards iHeart's current liquidity as limited. As of
Sept. 30, 2015, iHeart had approximately $209.9 million in cash excluding $172.9 million in cash held at CCOH (neither balances account for CCI's debt issuance). Backup liquidity consists of the ABL facility that matures in December 2017.

RATING SENSITIVITIES

Negative: Cyclical or secular pressures on operating results that further weaken credit metrics or liquidity position could result in negative rating pressure. Additionally, indications that a distressed debt exchange is probable in the near term would also drive a downgrade.

Positive: Fitch's sensitivities do not currently anticipate a rating upgrade.

Pro forma for the CCI debt issuance, as of Sept. 30, 2015, iHeart had approximately $21.0 billion in consolidated debt.

Debt held at iHeart was $15.9 billion and consisted of:

--$6.3 billion secured term loans due 2019;
--$190 million secured receivable based credit facility due 2017;
--$6.3 billion secured PGNs, maturing 2019-2023;
--$1.7 billion in senior unsecured 12% cash pay / 2% PIK notes maturing in February 2021 (net of FinCo holdings of $432 million);
--$730 million senior unsecured 10% notes due 2018 (net of FinCo holdings of $120 million);
--$668 million senior unsecured legacy notes, with maturities of 2016-2027 (net of FinCo holdings of $57 million.)

Debt held at CCWW was $4.9 billion and consisted of:

--$2.7 billion in senior unsecured 6.5% notes due 2022;
--$2.2 billion in subordinated 7.625% notes due 2020.

Debt held at CCI consisted of:
--$225 million of senior unsecured 8.75% notes due 2020

Fitch currently rates iHeart and its subsidiaries as follows:

iHeartCommunications, Inc.
--Long-term IDR 'CCC';
--Senior secured term loans 'CCC/RR4';
--Senior secured priority guarantee notes 'CCC/RR4';
--Senior unsecured guarantee notes due 2021 'CC/RR6';
--Senior unsecured legacy notes 'C/RR6'.

Clear Channel Worldwide Holdings, Inc.
--Long-term IDR 'B';
--Senior unsecured notes 'BB-/RR2';
--Senior subordinated notes 'B-/RR5'.

Clear Channel International B.V.
--Long-term IDR 'B';
--Senior unsecured notes 'BB-/RR2'.

The Rating Outlooks are Stable for CCWH and CCI.