Clear Channel Announces Termination of Tender Offer and Consent Solicitation for Clear Channel Senior Notes & Extension to the Offer Expiration Date and Consent Payment Deadline in the Tender Offer and Consent Solicitation for AMFM Senior Notes
SAN ANTONIO--(Business Wire)--
Clear Channel Communications, Inc. ("Clear Channel") announced
today that it has terminated its previously announced tender offer and
consent solicitation for its outstanding 7.65% Senior Notes due 2010
(CUSIP No. 184502AK8) (the "CCU Notes"). None of the CCU Notes were
purchased in the offer and all CCU Notes previously tendered and not
withdrawn will be promptly returned to their respective holders.
In connection with AMFM Operating Inc.'s ("AMFM") previously
announced tender offer for its outstanding 8% Senior Notes due 2008
(CUSIP No. 158916AL0) (the "AMFM Notes"), Clear Channel announced
today that AMFM has extended the date on which the AMFM tender offer
is scheduled to expire (the "Offer Expiration Date") from 8:00 a.m.
New York City time on July 3, 2008 to 8:00 a.m. New York City time on
July 30, 2008 and the consent payment deadline for the AMFM Notes (the
"Consent Payment Deadline") from 8:00 a.m. New York City time on July
3, 2008 to 8:00 a.m. New York City time on July 30, 2008. The Offer
Expiration Date and the Consent Payment Deadline are subject to
extension by AMFM in its sole discretion, including in connection with
the terms of the settlement agreement and the amendment to the merger
agreement described below.
The completion of the tender offer and consent solicitation for
the AMFM Notes is conditioned upon the satisfaction or waiver of all
of the conditions precedent to the Agreement and Plan of Merger (the
"Merger Agreement") by and among Clear Channel, CC Media Holdings,
Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and BT
Triple Crown Merger Co., Inc., dated November 16, 2006, as amended by
Amendment No. 1, dated April 18, 2007, Amendment No. 2, dated May 17,
2007 and Amendment No. 3 dated May 13, 2008 and the closing of the
merger contemplated by the Merger Agreement (the "Merger"). The
closing of the Merger has not occurred. On March 26, 2008, Clear
Channel, joined by CC Media Holdings, Inc., filed a lawsuit in the
Texas State Court in Bexar County, Texas, against Citigroup, Deutsche
Bank, Morgan Stanley, Credit Suisse, The Royal Bank of Scotland, and
Wachovia, the banks who had committed to provide the debt financing
for the Merger. On May 13, 2008, Clear Channel announced that Clear
Channel, entities sponsored by Bain Capital Partners, LLC and Thomas
H. Lee Partners, L.P., and a bank syndicate had entered into a
settlement agreement in connection with the lawsuits previously filed
in the Texas and in New York. Pursuant to the terms of the settlement
agreement, the parties entered into a third amendment to the
previously-announced merger agreement.
Clear Channel has announced that it will hold a special meeting of
its shareholders on July 24, 2008, at which the proposed Merger will
be considered. While the parties expect that the closing will occur on
July 30, 2008, the parties to the settlement agreement have agreed to
extend the outside date for completion of the Merger to December 31,
2008. AMFM intends to complete the tender offer and consent
solicitation for the AMFM Notes upon consummation of the Merger.
Clear Channel previously announced on January 2, 2008 that AMFM
had received, pursuant to its previously announced tender offer and
consent solicitation for the AMFM Notes, the requisite consents to
adopt the proposed amendments to the AMFM Notes and the indenture
governing the AMFM Notes. As of today's date, approximately 99 percent
of the AMFM Notes have been validly tendered and not withdrawn. The
AMFM tender offer and consent solicitation is being made pursuant to
the terms and conditions set forth in the AMFM Offer to Purchase and
Consent Solicitation Statement for the AMFM Notes dated December 17,
2007 (the "AMFM Offer to Purchase"), and the related AMFM Letter of
Transmittal and Consent. Further details about the terms and
conditions of the tender offer and consent solicitation are set forth
in the AMFM Offer to Purchase and the related documents.
Clear Channel has retained Citi to act as the lead dealer manager
for the tender offer and lead solicitation agent for the consent
solicitation and Deutsche Bank Securities Inc. and Morgan Stanley &
Co. Incorporated to act as co-dealer managers for the tender offer and
co-solicitation agents for the consent solicitation. Global Bondholder
Services Corporation is the Information Agent for the tender offer and
the consent solicitation. Questions regarding the tender offer should
be directed to Citi at (800) 558-3745 (toll-free) or (212) 723-6106
(collect). Requests for documentation should be directed to Global
Bondholder Services Corporation at (212) 430-3774 (for banks and
brokers only) or (866) 924-2200 (for all others toll-free).
This announcement is for informational purposes only. This
announcement is not an offer to purchase, a solicitation of an offer
to purchase or a solicitation of consent with respect to any Notes.
The tender offer and consent solicitation is being made solely
pursuant to the AMFM Offer to Purchase and related documents. The
tender offer and consent solicitation is not being made to holders of
AMFM Notes in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, blue sky or
other laws of such jurisdiction. In any jurisdiction in which the
securities laws or blue sky laws require the tender offer and consent
solicitation to be made by a licensed broker or dealer, the tender
offer and consent solicitation will be deemed to be made on behalf of
Clear Channel by one or more of the dealer managers, or one or more
registered brokers or dealers that are licensed under the laws of such
jurisdiction.
Clear Channel Communications, Inc. (NYSE: CCU), headquartered in
San Antonio, Texas, is a global leader in the out-of-home advertising
industry with radio stations and outdoor displays in various countries
around the world.
This press release contains forward-looking statements based on
current Clear Channel management expectations. Those forward-looking
statements include all statements other than those made solely with
respect to historical fact. Numerous risks, uncertainties and other
factors may cause actual results to differ materially from those
expressed in any forward-looking statements. These factors include,
but are not limited to, (1) the occurrence of any event, change or
other circumstances that could give rise to the termination of the
merger agreement; (2) the outcome of any legal proceedings that have
been or may be instituted by or against Clear Channel and others
relating to the merger agreement; (3) the inability to complete the
Merger due to the failure to satisfy conditions to consummation of the
Merger; (4) the failure to obtain the necessary debt financing
arrangements contemplated in connection with the Merger; (5) the
failure of the Merger to close for any other reason; (6) risks that
the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
Merger; (7) the effect of the Merger on our customer relationships,
operating results and business generally; (8) the ability to recognize
the benefits of the Merger; (9) the amount of the costs, fees,
expenses and charges related to the Merger; and (10) the impact of the
substantial indebtedness incurred to finance the consummation of the
Merger. Many of the factors that will determine the outcome of the
subject matter of this press release are beyond Clear Channel's
ability to control or predict. Clear Channel 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.
Clear Channel Communications, Inc.
Investor Relations Department, 210-822-2828
Copyright Business Wire 2008
