Clear Channel Announces Extensions to its Price Determination Date, Offer Expiration Date and Consent Payment Deadline in Tender Offers and Consent Solicitations for Senior Notes
In connection with Clear Channel Communications, Inc.’s (“Clear Channel”) previously announced tender offer for its outstanding 7.65% Senior Notes due 2010 (CUSIP No. 184502AK8) (the “CCU Notes”) and Clear Channel’s subsidiary AMFM Operating Inc.’s (“AMFM”) previously announced tender offer for its outstanding 8% Senior Notes due 2008 (CUSIP No. 158916AL0) (the “AMFM Notes” and, collectively with the CCU Notes, the “Notes”), Clear Channel announced today that it has extended the date on which the pricing for the Notes will be established (the “Price Determination Date”) from 2:00 p.m. New York City time on January 14, 2008 to 2:00 p.m. New York City time on February 15, 2008, the date on which the tender offers are scheduled to expire (the “Offer Expiration Date”) from 8:00 a.m. New York City time on January 16, 2008 to 8:00 a.m. New York City time on February 20, 2008 and the consent payment deadline for the Notes (the “Consent Payment Deadline”) from 8:00 a.m. New York City time on January 16, 2008 to 8:00 a.m. New York City time on February 20, 2008. Each of the Price Determination Date, the Offer Expiration Date and the Consent Payment Deadline is subject to extension by Clear Channel, with respect to the CCU Notes, and AMFM, with respect to the AMFM Notes, in their sole discretion.
Clear Channel previously announced on January 2, 2008, that it had received, pursuant to its previously announced tender offer and consent solicitation for the CCU Notes, the requisite consents to adopt the proposed amendments to the CCU Notes and the indenture governing the CCU Notes applicable to the CCU Notes, and that AMFM had received, pursuant to its previously announced tender offer and consent solicitation for the AMFM Notes, the requisite consents to adopt the proposed amendments to the AMFM Notes and the indenture governing the AMFM Notes. The Clear Channel tender offer and consent solicitation is being made pursuant to the terms and conditions set forth in the Clear Channel Offer to Purchase and Consent Solicitation Statement for the CCU Notes dated December 17, 2007, and the related Letter of Transmittal and Consent. The AMFM 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 AMFM Notes dated December 17, 2007, and the related Letter of Transmittal and Consent. Further details about the terms and conditions of the tender offers and consent solicitations are set forth therein.
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 offers and consent solicitation are being made solely pursuant to the Offers to Purchase and related documents. The tender offers and consent solicitations are 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 offers and consent solicitations to be made by a licensed broker or dealer, the tender offers and consent solicitations 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 and television stations and outdoor displays in various countries around the world.
The tender offers and consent solicitations for the Notes are being made in connection with the previously announced merger (the “Merger”) with BT Triple Crown Merger Co., Inc. The completion of the Merger and the related debt financings are not subject to, or conditioned upon, the completion of the tender offers or the related consent solicitations or the adoption of the proposed amendments with respect to the Notes.
As previously announced by Clear Channel, the closing of the Merger is expected to occur during the first quarter 2008 and concurrently with the consummation of the Merger, Clear Channel expects to obtain $18.525 billion of new senior secured credit facilities, to be available to Clear Channel and certain of its subsidiaries as borrowers, and to issue $2.6 billion of new senior unsecured notes. Clear Channel and one or more of its subsidiaries would also be the borrowers under a separate receivables-backed revolving credit facility with availability of up to $1.0 billion. The closing of the Merger is subject to the receipt of regulatory approvals and conditions.
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 the necessary regulatory approvals or the failure to satisfy other conditions to consummation of the Merger; (4) the failure to obtain the necessary debt financing arrangements contemplated in debt financing commitment letters received 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 the actual terms of the financings that will be obtained for 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.
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, television 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.
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