25.06.2008 21:00:00
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Clear Channel Announces Extensions to its 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 tender offers are scheduled to expire (the "Offer Expiration
Date") from 8:00 a.m. New York City time on June 27, 2008 to 8:00 a.m.
New York City time on July 3, 2008 and the consent payment
deadline for the Notes (the "Consent Payment Deadline") from 8:00 a.m.
New York City time on June 27, 2008 to 8:00 a.m. New York City time on
July 3, 2008. The Offer Expiration Date and the Consent Payment Deadline
are subject to extension by Clear Channel, with respect to the CCU
Notes, and AMFM, with respect to the AMFM Notes, in their sole
discretion, including in connection with the terms of the settlement
agreement and the amendment to the merger agreement described below.
The completion of the tender offers and consent solicitations for the
Notes is conditioned upon the satisfaction or waiver of all of the
conditions precedent to the Agreement and Plan of Merger (the "Merger
Agreement”) by and among Clear Channel, CC
Media Holdings, Inc., B Triple Crown Finco, LLC, T Triple Crown Finco,
LLC and BT Triple Crown Merger Co., Inc., dated November 16, 2006, as
amended by Amendment No. 1, dated April 18, 2007, and Amendment No. 2,
dated May 17, 2007 and the closing of the merger contemplated by the
Merger Agreement (the "Merger”).
The closing of the Merger has not occurred. On March 26, 2008, Clear
Channel, joined by CC Media Holdings, Inc., filed a lawsuit in the Texas
State Court in Bexar County, Texas, against Citigroup, Deutsche Bank,
Morgan Stanley, Credit Suisse, The Royal Bank of Scotland, and Wachovia,
the banks who had committed to provide the debt financing for the
Merger. Clear Channel intends to complete the tender offers and consent
solicitations for the CCU Notes, and AMFM intends to complete the tender
offers and consent solicitations for the AMFM Notes, upon consummation
of the Merger. On May 13, 2008, Clear Channel announced that the
company, entities sponsored by Bain Capital Partners, LLC and Thomas H.
Lee Partners, L.P., and a bank syndicate have entered into a settlement
agreement in connection with the lawsuits previously filed in the Texas
and in New York. Pursuant to the terms of the settlement agreement, the
parties have agreed to enter into a third amendment to the
previously-announced merger agreement. While the merger is expected to
close by the end of the third quarter 2008 pending shareholder approval,
the parties to the settlement agreement have agreed to extend the
outside date for completion of the merger to December 31, 2008.
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. As of today’s
date, approximately 99 percent of the AMFM Notes have been validly
tendered and not withdrawn and approximately 99 percent of the CCU Notes
have been validly tendered and not withdrawn. 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 (the "Clear
Channel Offer to Purchase”), 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 (the "AMFM
Offer to Purchase” and together with the Clear
Channel Offer to Purchase, the "Offers to
Purchase”), 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 in the
Offers to Purchase and the related documents.
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 tender offers 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.
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 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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