Clear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.
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Clear Channel Communications, Inc. (NYSE:CCU), a global leader in the
radio broadcasting and out-of-home advertising industries, announced
today that, based on a preliminary vote count, Clear Channel
shareholders approved the adoption of the merger agreement with a group
led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. The
number of shares voted in favor of the transaction represented more than
74% of the total shares outstanding and entitled to vote at the meeting.
The preliminary tabulation indicates that approximately 97% of the
shares voted were cast in favor of the transaction. The parties intend
to consummate the merger on Wednesday, July 30, 2008.
"We are pleased with the outcome of today’s
vote,” said Mark Mays, Chief Executive Officer
of Clear Channel. "On behalf of Clear Channel’s
Board of Directors, I want to thank our shareholders and hard-working
employees for their support throughout this process.”
On May 13, 2008, Clear Channel Communications entered into a third
amendment to its previously announced merger agreement with a private
equity group co-led by Thomas H. Lee Partners, L.P. and Bain Capital
Partners, LLC. Under the terms of the merger agreement, as amended,
Clear Channel shareholders will receive $36.00 in cash for each share
they own.
As an alternative to receiving the $36.00 per share cash consideration,
Clear Channel's shareholders were offered the opportunity on a purely
voluntary basis to exchange some or all of their shares of Clear Channel
common stock on a one-for-one basis for shares of Class A common stock
of CC Media Holdings, Inc., the new corporation formed by the private
equity group to acquire Clear Channel (subject to aggregate and
individual caps). The private equity group reserved the right to require
that a portion (up to 1/36th) of the
consideration payable to Clear Channel shareholders be paid in the form
of additional shares of Class A common stock of CC Media. Clear Channel
shareholders have elected, on a voluntary basis, to exchange a total of
approximately 23,200,000 shares of Clear Channel common stock for an
equivalent number of shares of Class A common stock of CC Media. The
private equity group has informed Clear Channel that they do not expect
to cause CC Media to issue any shares of additional equity consideration
in exchange for shares of Clear Channel that have elected to receive the
cash consideration. It is anticipated that the Class A common stock of
CC Media will be quoted on the Over-the-Counter Bulletin Board under the
ticker symbol CCMOV.
At the meeting, all proxy cards and ballots were turned over to the
independent inspector of elections, Mellon Investor Services, LLC, for
final tabulation and certification.
As was previously announced, the tender offer for AMFM Operating Inc.'s
outstanding 8% Senior Notes due 2008 (CUSIP No. 158916AL0) (the "Notes")
is scheduled to expire at 8:00 a.m., New York City time, on July 30,
2008, concurrent with the closing of the merger. Accordingly, the price
determination date and time with respect to the tender offer will be
2:00 p.m., New York City time, on July 28, 2008, assuming the merger and
the offer expiration date occur as contemplated on July 30, 2008.
Payment for the Notes will occur on or before July 31, 2008, and the
total consideration paid to validly tendering holders will reflect the
actual date of payment. The completion of the tender offer is
conditioned upon the satisfaction or waiver of all of the conditions
precedent to the merger and is subject to extension by AMFM Operating
Inc. in its sole discretion.
About Clear Channel Communications
Clear Channel Communications, Inc. (NYSE: CCU) is a global media and
entertainment company specializing in "gone-from-home" 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.
About Thomas H. Lee Partners, L.P. ("THL
Partners”)
Thomas H. Lee Partners, L.P. ("THL”)
is one of the oldest and most successful private equity investment firms
in the United States. Since its establishment in 1974, THL has been the
preeminent growth buyout firm, raising approximately $22 billion of
equity capital, investing in more than 100 businesses with an aggregate
purchase price of more than $125 billion, completing over 200 add-on
transactions and generating superior returns for its investors. THL
focuses its high value-added strategy on growth businesses, partnering
with the best managers in an industry to build great companies through
strong organic growth and targeted add-on acquisitions. Notable
transactions sponsored by THL include Aramark, Ceridian, Dunkin' Brands,
Experian, Fidelity National Information Services, Grupo ONO, HomeSide
Lending, Houghton Mifflin, Michael Foods, The Nielsen Company, Nortek,
ProSiebenSat.1, Simmons Bedding Company, Snapple, Univision, Warner
Chilcott, Warner Music Group and West Corporation.
About Bain Capital Partners, LLC ("Bain
Capital”)
Bain Capital (www.baincapital.com)
is a global private investment firm that manages several pools of
capital including private equity, high-yield assets, mezzanine capital
and public equity with more than $82 billion in assets under management.
Since its inception in 1984, Bain Capital has made private equity
investments and add-on acquisitions in over 230 companies around the
world, including investments in a broad range of companies such as
Burger King, HCA, Warner Chilcott, Toys "R”
Us, AMC Entertainment, Sensata Technologies, Burlington Coat Factory and
ProSiebenSat1 Media. Headquartered in Boston, Bain Capital has offices
in New York, London, Munich, Tokyo, Hong Kong, Shanghai and Mumbai.
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 satisfy any
condition 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 (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.