Clear Channel Communications Announces Full Funding for Amended $17.9 Billion Merger Agreement
Clear Channel Communications zu myNews hinzufügen Was ist das?
Clear Channel Communications, Inc. (NYSE: CCU) today announced that the
company’s amended $17.9 billion merger
agreement with entities formed by private equity funds sponsored by Bain
Capital Partners, LLC and Thomas H. Lee Partners, L.P. is now fully
funded in escrow with The Bank of New York. The escrow fund was created
within a three-way settlement between the company, the transaction’s
financial sponsors and the banks announced earlier this month.
"All of our financing is liquid and ready to
deploy as soon as shareholders approve the amended merger agreement,”
said Mark Mays, CEO of Clear Channel Communications.
On May 22nd, the company announced that the
banks involved in the transaction had fully funded the debt portion of
the financing. The newly funding parties –
contributing equity to the transaction –
included private equity funds sponsored by Thomas H. Lee Partners L.P.
and , Bain Capital Partners, LLC, Highfields Capital Management LP,
Abrams Capital Partners, LP and the Mays family.
The company continues to expect the transaction to close by the end of
the third quarter. Under the terms of the amended agreement, Clear
Channel shareholders will receive $36.00 in cash or stock for each share
they own.
Important Additional Information Regarding the Merger and Where to
Find It:
Clear Channel and CC Media Holdings will file with the Securities and
Exchange Commission (The "SEC”)
a joint registration statement on Form S-4 that will contain a joint
proxy statement/prospectus and other documents regarding the proposed
transaction. Before making any voting or investment decisions, security
holders of Clear Channel are urged to read the proxy
statement/prospectus and all other documents regarding the acquisition,
carefully in their entirety, when they become available because they
will contain important information about the proposed transaction.
Security holders of Clear Channel may obtain free copies of the proxy
statement/prospectus (when it becomes available) and other documents
filed with, or furnished to, the SEC at the SEC’S
website at http://www.sec.gov. In
addition, a shareholder who wishes to receive a copy of these materials
(when they become available), without charge, should submit this request
to Clear Channel's proxy solicitor, Innisfree M&A Incorporated, at 501
Madison Avenue, 20th Floor, New York, New York 10022 or by calling
Innisfree toll-free at 877-456-3427.
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. 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 obtain
shareholder approval or the failure to satisfy other conditions to
completion of the merger; (4) the failure to receive the funds deposited
into the escrow account; (5) risks that the proposed transaction
disrupts current plans and operations and the potential difficulties in
employee retention as a result of the merger; (6) the ability to
recognize the benefits of the merger; (7) the amount of the costs, fees,
expenses and charges related to the merger and the actual terms of
certain financings that will be obtained for the merger; and (8) the
impact of the substantial indebtedness incurred to finance the
consummation of the merger; and other risks that are set forth in the "Risk
Factors,” "Legal
Proceedings” and "Management
Discussion and Analysis of Results of Operations and Financial Condition”
sections of Clear Channel’s SEC filings. 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.
About Clear Channel Communications
Clear Channel Communications, Inc. (NYSE:CCU) is a global media and
entertainment company specializing in mobile and on-demand entertainment
and information services for local communities and premiere
opportunities for advertisers. Based in San Antonio, Texas, the company’s
businesses include radio and outdoor displays. More information is
available at www.clearchannel.com.
Certain statements in this release could constitute "forward-looking
statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results performance or achievements
of the Company to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements. Other key risks are described in the Clear Channel
Communications' reports filed with the U.S. Securities and Exchange
Commission. Except as otherwise stated in this news announcement, Clear
Channel Communications does not undertake any obligation to publicly
update or revise any forward-looking statements because of new
information, future events or otherwise.