Clear Channel Announces Tender Offer and Consent Solicitation for Senior Notes
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Clear Channel Communications, Inc. ("Clear
Channel”) (NYSE:CCU)announced today that it is
commencing a cash tender offer and consent solicitation (the "Tender
Offer”) for its outstanding $750,000,000
principal amount of 7.65% Senior Notes due 2010 (CUSIP No. 184502AK8)
(the "Notes”) on the
terms and conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated August 7, 2008 (the "Offer
to Purchase”). The total consideration for
each $1,000 principal amount of Notes validly tendered and accepted for
purchase by Clear Channel pursuant to the Offer to Purchase will be
$960.00. The total consideration includes a consent payment of $30.00
per $1,000 principal amount of Notes tendered which will be payable only
in respect of Notes purchased that are tendered on or prior to the
consent payment deadline. Holders who tender their Notes after the
consent payment deadline will not be eligible to receive the consent
payment and will receive the total consideration less the consent
payment. The consent payment deadline for the Notes is 5:00 p.m., New
York City time, on August 21, 2008, unless earlier terminated or
extended. The Tender Offer will expire at 8:00 a.m., New York City time,
on September 5, 2008, unless earlier terminated or extended. In
conjunction with the Tender Offer, Clear Channel is also soliciting
consents from the holders of Notes to effect amendments that would
eliminate substantially all of the restrictive covenants and the
covenants regarding mergers and consolidations, eliminate certain events
of default, and modify or eliminate certain other provisions, including
certain provisions relating to defeasance. If adopted, the proposed
amendments in connection with the Tender Offer will not amend any of the
terms of any of Clear Channel’s securities
other than the Notes. A holder cannot tender Notes without delivering a
corresponding consent or vice versa. The proposed amendments to the
Notes and provisions of the indenture applicable to the Notes are
subject to consents from holders of a majority of the outstanding
principal amount of the Notes. Tendered Notes, including the related
consents, may be withdrawn at any time prior to 5:00 p.m., New York City
time, on August 21, 2008 but not thereafter.
The tender offer and consent solicitation relating to the Notes is made
upon the terms and conditions set forth in the Offer to Purchase and the
related Consent and Letter of Transmittal. The completion of the Tender
Offer is not conditioned upon the receipt of the requisite consents or
the adoption of the proposed amendments. If any of the conditions are
not satisfied or waived, Clear Channel is not obligated to accept for
payment, purchase or pay for, and may delay the acceptance for payment
of, any tendered Notes, or may terminate the Tender Offer. Further
details about the terms and conditions of the tender offers and the
consent solicitations are set forth in the Offer to Purchase and the
related Consent and Letter of Transmittal.
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 offer and
consent solicitation is being made solely pursuant to the Offer to
Purchase and related documents. The tender offer and consent
solicitation is 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 offer and consent solicitation to be made by a licensed broker or
dealer, the tender offer and consent solicitation 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., 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.
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. 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.