In connection with Clear Channel Communications, Inc.'s ("Clear
Channel") (NYSE: CCU) 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 pricing for the Notes will be established
(the "Price Determination Date") from 2:00 p.m. New York City time on
March 20, 2008 to 2:00 p.m. New York City time on March 25, 2008, 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 24, 2008 to
8:00 a.m. New York City time on March 27, 2008 and the
consent payment deadline for the Notes (the "Consent Payment Deadline")
from 8:00 a.m. New York City time on March 24, 2008 to 8:00 a.m. New
York City time on March 27, 2008. Each of the Price Determination Date,
the Offer Expiration Date and the Consent Payment Deadline is subject to
extension by Clear Channel, with respect to the CCU Notes, and AMFM,
with respect to the AMFM Notes, in their sole discretion.
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
today's date, approximately 87 percent of the AMFM Notes have been
validly tendered and not withdrawn and approximately 98 percent of the
CCU Notes have been validly tendered and not withdrawn.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 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 and television 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.
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