Clear Channel Sets Purchase Prices 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 the total consideration to be paid for the Notes that are validly tendered and accepted for purchase under such tender offers.
The total consideration to be paid for validly tendered (and not validly withdrawn) CCU Notes was determined using the yield of the 3.875% U.S. Treasury Notes due September 15, 2010 (the “CCU Reference Security”) plus a fixed spread of 350 basis points. The yield on the CCU Reference Security, as calculated by Citi, at 2:00 p.m., New York City time, on Tuesday, March 25, 2008, was 1.777%. Accordingly, the tender offer yield and total consideration, excluding accrued and unpaid interest but including the consent payment, per $1,000 principal amount of CCU Notes are 5.277% and $1,054.13, respectively.
The total consideration to be paid for validly tendered (and not validly withdrawn) AMFM Notes was determined using the yield of the 4.875% U.S. Treasury Notes due October 31, 2008 (the “AMFM Reference Security”) plus a fixed spread of 75 basis points. The yield on the AMFM Reference Security, as calculated by Citi, at 2:00 p.m., New York City time, on Tuesday, March 25, 2008, was 1.413%. Accordingly, the tender offer yield and total consideration, excluding accrued and unpaid interest but including the consent payment, per $1,000 principal amount of AMFM Notes are 2.163% and $1,034.10 respectively.
The Scheduled Payment Date for Notes validly tendered and not validly withdrawn is currently scheduled to be March 28, 2008, unless the Offer Expiration Date is further extended. March 28, 2008 was assumed as the Scheduled Payment Date for purposes of calculating the total consideration for the Notes validly tendered and not withdrawn.
As of 5:00 p.m. on March 25, 2008, the Company had received tenders with respect to approximately $739,374,000 million aggregate principal amount of the CCU Notes (approximately 98.58%
of the total outstanding principal amount of the CCU Notes) and approximately $564,075,000 million aggregate principal amount of the AMFM Notes (approximately 87.47% of the total outstanding principal amount of the AMFM Notes).
The date on which the tender offers are scheduled to expire (the “Offer Expiration Date”) is currently scheduled for 8:00 a.m. New York City time on March 27, 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 March 27, 2008. Each of the Offer Expiration Date and the Consent Payment Deadline is subject to extension or earlier termination by Clear Channel, with respect to the CCU Notes, and AMFM, with respect to the AMFM Notes, in their sole discretion.
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 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. The closing of the Merger is subject to customary closing 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 satisfy 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.
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