Clear Channel Announces Extensions to its Offer Expiration Date and Consent Payment...
Clear Channel Announces Extensions to its Offer Expiration Date and Consent Payment Deadline in Tender Offers and Consent Solicitations for Senior Notes
SAN ANTONIO--(Business Wire)--
In connection with Clear Channel Communications, Inc.'s ("Clear
Channel") previously announced tender offer for its outstanding 7.65%
Senior Notes due 2010 (CUSIP No. 184502AK8) (the "CCU Notes") and
Clear Channel's subsidiary AMFM Operating Inc.'s ("AMFM") previously
announced tender offer for its outstanding 8% Senior Notes due 2008
(CUSIP No. 158916AL0) (the "AMFM Notes" and, collectively with the CCU
Notes, the "Notes"), Clear Channel announced today that it has
extended the date on which the tender offers are scheduled to expire
(the "Offer Expiration Date") from 8:00 a.m. New York City time on
March 27, 2008 to 8:00 a.m. New York City time on April 4, 2008 and
the consent payment deadline for the Notes (the "Consent Payment
Deadline") from 8:00 a.m. New York City time on March 27, 2008 to 8:00
a.m. New York City time on April 4, 2008. The Offer Expiration Date
and the Consent Payment Deadline are subject to extension by Clear
Channel, with respect to the CCU Notes, and AMFM, with respect to the
AMFM Notes, in their sole discretion.
The completion of the tender offers and consent solicitations for
the 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 between Clear Channel, CC Media Holdings, Inc. and
BT Triple Crown Merger Co., Inc., dated November 16, 2006, as amended
by Amendment No. 1, dated April 18, 2007, and Amendment No. 2, dated
May 17, 2007 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. Clear Channel intends to
complete the tender offers and consent solicitations for the CCU
Notes, and AMFM intends to complete the tender offers and consent
solicitations for the AMFM Notes, upon consummation of the Merger.
Clear Channel previously announced on January 2, 2008, that it had
received, pursuant to its previously announced tender offer and
consent solicitation for the CCU Notes, the requisite consents to
adopt the proposed amendments to the CCU Notes and the indenture
governing the CCU Notes applicable to the CCU Notes, and 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 8:00 a.m. on March 27, 2008,
approximately 87.47 percent of the AMFM Notes had been validly
tendered and not withdrawn and approximately 98.58 percent of the CCU
Notes had been validly tendered and not withdrawn. The Clear Channel
tender offer and consent solicitation is being made pursuant to the
terms and conditions set forth in the Clear Channel Offer to Purchase
and Consent Solicitation Statement for the CCU Notes dated December
17, 2007, and the related Letter of Transmittal and Consent. 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, and the related Letter of Transmittal and Consent. Further
details about the terms and conditions of the tender offers and
consent solicitations are set forth therein.
Clear Channel has retained Citi to act as the lead dealer manager
for the tender offers and lead solicitation agent for the consent
solicitations and Deutsche Bank Securities Inc. and Morgan Stanley &
Co. Incorporated to act as co-dealer managers for the tender offers
and co-solicitation agents for the consent solicitations. Global
Bondholder Services Corporation is the Information Agent for the
tender offers and the consent solicitations. Questions regarding the
tender offers 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 offers and consent solicitation are being made solely
pursuant to the Offers to Purchase and related documents. The tender
offers and consent solicitations are not being made to holders of
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 offers and consent solicitations
to be made by a licensed broker or dealer, the tender offers and
consent solicitations 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 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 debt financing commitment letters received 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 the actual terms of the financings that will be obtained
for 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
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