Clear Channel Communications Announces Full Funding of Debt Financing for Amended $17.9 Billion Merger Agreement
All Debt Financing Now Secured in Escrow Account; Equity Financing
Expected Next Week
SAN ANTONIO--(Business Wire)--
Clear Channel Communications, Inc. (NYSE: CCU) today announced
that the bank syndicate providing the debt financing with respect to
the acquisition of Clear Channel, pursuant to the amended merger
agreement with entities sponsored by Bain Capital Partners, LLC and
Thomas H. Lee Partners, L.P., has now fully funded the debt financing
related to the $17.9 billion merger. Under the terms of the amended
merger agreement, Clear Channel shareholders will receive $36.00 in
cash or stock for each share they own.
The bank syndicate, consisting of Citigroup, Deutsche Bank, Morgan
Stanley, Credit Suisse, Royal Bank of Scotland and Wachovia, had until
today to comply with a settlement agreement in connection with the
lawsuits filed in March in the Supreme Court of the State of New York
and the State Court in Bexar County, Texas. Under the settlement, the
parties agreed to place all financing into an escrow account, pending
completion of the transaction.
"Today's actions significantly increase the certainty that our
merger will close," said Mark Mays, Chief Executive Officer of Clear
Channel. "Cash on the barrelhead for one of the largest LBOs in
history is an enormous win for our shareholders."
The private equity sponsors and certain shareholders investing in
the merged company are required to fund the equity financing into
escrow by May 28th. At that time, all debt and equity funds necessary
to close will be held by The Bank of New York, as escrow agent,
pending the satisfaction of the conditions to closing.
In related activities today, the bank syndicate was dismissed from
lawsuits in Texas and New York, and the banks, in turn, will dismiss
their appeals. In addition, the banking group and sponsors have agreed
that Clear Channel Communications can specifically enforce all
contracts related to the merger against any party.
Important Additional Information Regarding the Merger and Where to
Find It:
Clear Channel and CC Media Holdings will file with the Securities
and Exchange Commission (The "SEC") a joint registration statement on
Form S-4 that will contain a joint proxy statement/prospectus and
other documents regarding the proposed transaction. Before making any
voting or investment decisions, security holders of Clear Channel are
urged to read the proxy statement/prospectus and all other documents
regarding the acquisition, carefully in their entirety, when they
become available because they will contain important information about
the proposed transaction. Security holders of Clear Channel may obtain
free copies of the proxy statement/prospectus (when it becomes
available) and other documents filed with, or furnished to, the SEC at
the SEC'S website at http://www.sec.gov. In addition, a shareholder
who wishes to receive a copy of these materials (when they become
available), without charge, should submit this request to Clear
Channel's proxy solicitor, Innisfree M&A Incorporated, at 501 Madison
Avenue, 20th Floor, New York, New York 10022 or by calling Innisfree
toll-free at 877-456-3427.
Cautionary Note Regarding Forward-Looking Statements
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 against Clear Channel and others relating to
the merger agreement; (3) the inability to complete the merger due to
the failure to obtain shareholder approval or the failure to satisfy
other conditions to completion of the merger; (4) the failure to
receive the funds deposited into the escrow account; (5) risks that
the proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the
merger; (6) the ability to recognize the benefits of the merger; (7)
the amount of the costs, fees, expenses and charges related to the
merger and the actual terms of certain financings that will be
obtained for the merger; and (8) the impact of the substantial
indebtedness incurred to finance the consummation of the merger; and
other risks that are set forth in the "Risk Factors," "Legal
Proceedings" and "Management Discussion and Analysis of Results of
Operations and Financial Condition" sections of Clear Channel's SEC
filings. 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.
About Clear Channel Communications
Clear Channel Communications, Inc. (NYSE:CCU) is a global media
and entertainment company specializing in mobile and on-demand
entertainment and information services for local communities and
premiere opportunities for advertisers. Based in San Antonio, Texas,
the company's businesses include radio and outdoor displays. More
information is available at www.clearchannel.com.
Certain statements in this release could constitute
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results performance or achievements
of the Company to be materially different from any future results,
performance or achievements expressed or implied by such
forward-looking statements. Other key risks are described in the Clear
Channel Communications' reports filed with the U.S. Securities and
Exchange Commission. Except as otherwise stated in this news
announcement, Clear Channel Communications does not undertake any
obligation to publicly update or revise any forward-looking statements
because of new information, future events or otherwise.
For Clear Channel Communications, Inc.,
Investors:
Randy Palmer, 210-822-2828
Senior Vice President of Investor Relations
or
Media:
Lisa Dollinger, 210-822-2828
Chief Communications Officer
or
Brainerd Communicators
Michele Clarke, 212-986-6667
Copyright Business Wire 2008
