Clear Channel Sets Purchase Prices in Tender Offers and Consent Solicitations for...

Tue Mar 25, 2008 9:42pm EDT
 
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Clear Channel Sets Purchase Prices 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 the total
consideration to be paid for the Notes that are validly tendered and
accepted for purchase under such tender offers.

   The total consideration to be paid for validly tendered (and not
validly withdrawn) CCU Notes was determined using the yield of the
3.875% U.S. Treasury Notes due September 15, 2010 (the "CCU Reference
Security") plus a fixed spread of 350 basis points. The yield on the
CCU Reference Security, as calculated by Citi, at 2:00 p.m., New York
City time, on Tuesday, March 25, 2008, was 1.777%. Accordingly, the
tender offer yield and total consideration, excluding accrued and
unpaid interest but including the consent payment, per $1,000
principal amount of CCU Notes are 5.277% and $1,054.13, respectively.

   The total consideration to be paid for validly tendered (and not
validly withdrawn) AMFM Notes was determined using the yield of the
4.875% U.S. Treasury Notes due October 31, 2008 (the "AMFM Reference
Security") plus a fixed spread of 75 basis points. The yield on the
AMFM Reference Security, as calculated by Citi, at 2:00 p.m., New York
City time, on Tuesday, March 25, 2008, was 1.413%. Accordingly, the
tender offer yield and total consideration, excluding accrued and
unpaid interest but including the consent payment, per $1,000
principal amount of AMFM Notes are 2.163% and $1,034.10 respectively.

   The Scheduled Payment Date for Notes validly tendered and not
validly withdrawn is currently scheduled to be March 28, 2008, unless
the Offer Expiration Date is further extended. March 28, 2008 was
assumed as the Scheduled Payment Date for purposes of calculating the
total consideration for the Notes validly tendered and not withdrawn.

   As of 5:00 p.m. on March 25, 2008, the Company had received
tenders with respect to approximately $739,374,000 million aggregate
principal amount of the CCU Notes (approximately 98.58% of the total
outstanding principal amount of the CCU Notes) and approximately
$564,075,000 million aggregate principal amount of the AMFM Notes
(approximately 87.47% of the total outstanding principal amount of the
AMFM Notes).

   The date on which the tender offers are scheduled to expire (the
"Offer Expiration Date") is currently scheduled for 8:00 a.m. New York
City time on March 27, 2008 and the consent payment deadline for the
Notes (the "Consent Payment Deadline") is currently scheduled for 8:00
a.m. New York City time on March 27, 2008. Each of the Offer
Expiration Date and the Consent Payment Deadline is subject to
extension or earlier termination by Clear Channel, with respect to the
CCU Notes, and AMFM, with respect to the AMFM Notes, in their sole
discretion.

   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
transaction 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.

   The tender offers and consent solicitations for the Notes are
being made in connection with the previously announced merger (the
"Merger") with BT Triple Crown Merger Co., Inc. The completion of the
Merger and the related debt financings are not subject to, or
conditioned upon, the completion of the tender offers or the related
consent solicitations or the adoption of the proposed amendments with
respect to the Notes.

   As previously announced by Clear Channel, the closing of the
Merger is expected to occur during the first quarter 2008. The closing
of the Merger is subject to customary closing conditions.

   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

Copyright Business Wire 2008

 

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