(adds quotes from meeting, background, byline)
By Jim Forsyth
SAN ANTONIO, Texas, July 24 Clear Channel
Communications Inc (CCU.N) shareholders on Thursday approved a
$17.9 billion takeover by private equity funds Thomas H. Lee
Partners THL.UL and Bain Capital, ending a 20-month effort to
take the radio and billboard operator private.
Clear Channel said that about 97 percent of the shares
voted were cast in favor of the deal. The parties plan to
consummate the merger on Wednesday, July 30.
The approval caps high-level negotiations and legal battles
in two states, after six banks, which agreed in 2006 to fund
the deal, attempted to back out against the headwind of the
slumping stock market and dwindling capital markets.
In March, Thomas H. Lee Partners and Bain filed complaints
in New York and Texas against the six Wall Street banks --
Citigroup Inc (C.N), Morgan Stanley (MS.N), Credit Suisse Group
CSGN.VX, Royal Bank of Scotland Group Plc (RBS.L), Deutsche
Bank AG (DBKGn.DE) and Wachovia Corp WB.N -- to enforce their
agreement to fund the buyout.
In May, the bank syndicate, private equity buyers and Clear
Channel struck a deal to lower the deal's price and settle
litigation between the parties.
The deal approved by shareholders, provided them with $36 a
share, down from a $39.20 previously offered.
Central to the dispute was the hit the banks would take in
funding the deal, given the deteriorated lending conditions.
Regulators have approved the transaction, and the lenders
have placed funding in escrow.
Clear Channel Chief Executive Mark Mays said in an
interview after the shareholder meeting that the deal will be
good for the estimated 120 million people who listen to Clear
Channel radio stations daily.
"From a listener perspective, I don't think they will see
anything radical or different. This is really a capital
structure change rather than a programming change."
Clear Channel owns some of the highest profile radio
personalities in the country, including Rush Limbaugh, who was
just signed to a new contract.
To complete the deal, Clear Channel sold its television
division and several hundred of its radio stations, but Mays
said he doesn't plan on any additional sales under the new
"The international assets, specifically, are not for sale.
All those rumors are untrue. We went through a process, we
divested of our television and some radio stations, and now we
have what we feel is the core assets that we want to operate
the company going forward," Mays said.
Mays said he believes traditional media companies are
"The media stocks clearly are still out of favor in the
equity markets. When will that be corrected? As soon as the
media stocks are able to change the incorrect perception and
realize that today's traditional media, radio, the newspaper,
or television, still reaches a mass audience and still gives
great results to our advertising customers," he said.
Clear Channel Communications will continue to be
headquartered in San Antonio, where it was founded in 1972,
(Writing by Sue Zeidler; editing by Carol Bishopric, Leslie