Clear Channel Sets Purchase Price in Tender Offer and Consent Solicitation for AMFM Senior Notes
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In connection with Clear Channel Communications, Inc.'s ("Clear
Channel”) previously announced tender offer
for its subsidiary AMFM Operating Inc.'s ("AMFM”)
outstanding 8% Senior Notes due 2008 (CUSIP No. 158916AL0) (the "Notes”),
Clear Channel announced today the total consideration to be paid for the
Notes that are validly tendered and accepted for purchase under the
tender offer.
The total consideration to be paid for validly tendered (and not validly
withdrawn) Notes was determined using the yield of the 4.875% U.S.
Treasury Notes due October 31, 2008 (the "Reference
Security”) plus a fixed spread of 75 basis
points. The yield on the Reference Security, as calculated by Citi, at
2:00 p.m., New York City time, on Monday, July 28, 2008, was 1.661%.
Accordingly, the tender offer yield and total consideration, excluding
accrued and unpaid interest but including the consent payment, per
$1,000 principal amount of Notes are 2.411% and $1,013.92 respectively.
AMFM currently expects to make payment for the Notes on July 30, 2008,
and the total consideration paid to validly tendering holders will
reflect the actual date of payment.
As of 5:00 p.m. on July 28, 2008, AMFM had received tenders with respect
to approximately $639 million aggregate principal amount of the Notes
(approximately 99% of the total outstanding principal amount of the
Notes).
The date on which the tender offer is scheduled to expire (the "Offer
Expiration Date”) is currently scheduled for
8:00 a.m. New York City time on July 30, 2008 and the consent
payment deadline for the Notes (the "Consent
Payment Deadline”) is currently scheduled for
8:00 a.m. New York City time on July 30, 2008. Each of the Offer
Expiration Date and the Consent Payment Deadline is subject to extension
or earlier termination by AMFM in its sole discretion.
The tender offer and consent solicitation is being 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 solicitation is being made in connection
with the previously announced merger (the "Merger”)
with BT Triple Crown Merger Co., Inc. The closing of the Merger is
scheduled to occur on July 30, 2008. AMFM intends to complete the tender
offer and consent solicitation for the Notes upon consummation of the
Merger. The completion of the Merger and the related debt financings are
not subject to, or conditioned upon, the completion of the tender offer
or the related consent solicitation or the adoption of the proposed
amendments with respect to the Notes.
Clear Channel has retained Citi to act 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 to act as co-dealer managers for the tender offer and
co-solicitation agent for the consent solicitation. Global Bondholder
Services Corporation is the Information Agent for the tender offer and
the consent solicitation. 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 the Notes. The tender offer and
consent solicitation are being made solely pursuant to the Offer to
Purchase and related documents. The tender offer and consent
solicitation are not being 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 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. (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 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 by
or against Clear Channel and others relating to the merger agreement;
(3) the inability to complete the Merger due to the failure to satisfy
conditions to consummation of the Merger; (4) the failure to obtain the
necessary debt financing arrangements contemplated in connection with
the Merger; (5) the failure of the Merger to close for any other reason;
(6) risks that the proposed transaction disrupts current plans and
operations and the potential difficulties in employee retention as a
result of the Merger; (7) the effect of the Merger on our customer
relationships, operating results and business generally; (8) the ability
to recognize the benefits of the Merger; (9) the amount of the costs,
fees, expenses and charges related to the Merger; and (10) 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.