Clear Channel Communications Announces Full Funding of Debt Financing for Amended $17.9 Billion Merger Agreement
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Clear Channel Communications, Inc. (NYSE: CCU) today announced that the
bank syndicate providing the debt financing with respect to the
acquisition of Clear Channel, pursuant to the amended merger agreement
with entities sponsored by Bain Capital Partners, LLC and Thomas H. Lee
Partners, L.P., has now fully funded the debt financing related to the
$17.9 billion merger. Under the terms of the amended merger agreement,
Clear Channel shareholders will receive $36.00 in cash or stock for each
share they own.
The bank syndicate, consisting of Citigroup, Deutsche Bank, Morgan
Stanley, Credit Suisse, Royal Bank of Scotland and Wachovia, had until
today to comply with a settlement agreement in connection with the
lawsuits filed in March in the Supreme Court of the State of New York
and the State Court in Bexar County, Texas. Under the settlement, the
parties agreed to place all financing into an escrow account, pending
completion of the transaction.
"Today’s actions
significantly increase the certainty that our merger will close,”
said Mark Mays, Chief Executive Officer of Clear Channel. "Cash
on the barrelhead for one of the largest LBOs in history is an enormous
win for our shareholders.”
The private equity sponsors and certain shareholders investing in the
merged company are required to fund the equity financing into escrow by
May 28th. At that time, all debt and equity
funds necessary to close will be held by The Bank of New York, as escrow
agent, pending the satisfaction of the conditions to closing.
In related activities today, the bank syndicate was dismissed from
lawsuits in Texas and New York, and the banks, in turn, will dismiss
their appeals. In addition, the banking group and sponsors have agreed
that Clear Channel Communications can specifically enforce all contracts
related to the merger against any party.
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.