Clear Channel Announces Expiration and Final Results of Its Previously Announced Tender Offer for AMFM Senior Notes
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In connection with the completion of the merger with BT Triple Crown
Merger Co., Clear Channel Communications, Inc. ("Clear
Channel”) announced today the expiration and
final results of its previously announced tender offer to purchase any
and all of its subsidiary AMFM Operating Inc.'s ("AMFM”)
outstanding 8% Senior Notes due 2008 (CUSIP No. 158916AL0) (the "Notes”).
The tender offer and consent solicitation was made pursuant to the terms
and conditions set forth in the AMFM Offer to Purchase and Consent
Solicitation Statement for the Notes dated December 17, 2007, and the
related Letter of Transmittal and Consent. Further details about the
terms and conditions of the tender offer and consent solicitation are
set forth therein.
The tender offer and consent payment deadline expired at 8:00 a.m. New
York City time on July 30, 2008. The aggregate principal amount
of the Notes validly tendered (and not validly withdrawn) was $639
million, representing approximately 99.12% of outstanding Notes.
AMFM has accepted for purchase all of the Notes validly tendered (and
not validly withdrawn) in the tender offer. AMFM has paid to The
Depository Trust Company the total consideration payable to holders in
the tender offer, and Global Bondholder Services Corporation, the
depositary for the tender offer, has irrevocably instructed The
Depository Trust Company to pay the full tender offer consideration,
plus accrued interest, to the tendering holders. The total consideration
paid to validly tendering holders will reflect the actual date of
payment.
Citi acted 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 acted as co-dealer
managers for the tender offer and co-solicitation agent for the consent
solicitation. Global Bondholder Services Corporation acted as the
depositary and Information Agent for the tender offer and the consent
solicitation.
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 announcement is for informational purposes only. The tender offer
and consent solicitation was made solely pursuant to the Offer to
Purchase and Consent Solicitation Statement and related documents. The
tender offer and consent solicitation was not made to holders of the
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 required the tender offer and consent solicitation to
be made by a licensed broker or dealer, the tender offer and consent
solicitation was 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.
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 outcome of any legal proceedings that have been or may be
instituted by or against Clear Channel and others relating to the merger
agreement; (2) risks that the proposed transaction disrupts current
plans and operations and the potential difficulties in employee
retention as a result of the Merger; (3) the effect of the Merger on our
customer relationships, operating results and business generally; (4)
the ability to recognize the benefits of the Merger; (5) the amount of
the costs, fees, expenses and charges related to the Merger; and (6) 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.
