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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule
14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant þ
Filed by a Party other than the Registrant o
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
CLEAR
CHANNEL COMMUNICATIONS, INC.
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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CLEAR
CHANNEL URGES SHAREHOLDERS TO VOTE FOR THE PROPOSED MERGER
SAN ANTONIO, TX, March 2, 2007 - Clear Channel Communications, Inc. (NYSE:CCU), a global
leader in the out-of-home advertising industry, announced that it
will today mail the following
letter to its shareholders regarding the proposed merger with a group led by T.H. Lee Partners,
L.P. and Bain Capital Partners, LLC, for $37.60 per share in cash.
March 2, 2007
Dear Fellow Shareholder:
At the March 21st special meeting of Clear Channel shareholders, you will make a critical
decision regarding the future of your company. If shareholders approve the Companys agreement to
be acquired by funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., you
will receive $37.60 in cash for each share of common stock you own. The disinterested directors of
your Board have unanimously determined that the merger is fair and in your best interests. WE URGE
YOU TO VOTE FOR THE PROPOSED MERGER TODAY.
THE
PROPOSED MERGER IS THE RESULT OF A HIGHLY COMPETITIVE PUBLIC AUCTION CONDUCTED BY THE
DISINTERESTED MEMBERS OF THE BOARD
The disinterested directors carefully managed the auction process to maximize the competitive
dynamics of the bid process to obtain the highest price available:
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Multiple rounds of robust bidding |
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Firm, fully financed offers submitted by two separate consortiums of private equity
funds |
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Virtually every leading private equity sponsor participatedno strategic buyers emerged |
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During the go-shop period, the Companys financial advisor contacted a total of 22
potential strategic and private equity buyers, none of whom expressed interest in bidding
for Clear Channel. |
WE FIRMLY BELIEVE THERE IS NOT ANOTHER COMPETITIVE BIDDER FOR CLEAR CHANNEL, AND THAT $37.60
PER SHARE IN CASH MAXIMIZES VALUE AND CERTAINTY
The auction process was conducted by the disinterested members of the Board of Directors, and
supported by a Special Advisory Committee composed of three disinterested directors. The Board and
the Special Advisory Committee also received advice and assistance from separate financial and
legal advisors, who were actively involved in the auction process. In order to ensure
independence, these meetings and all of the Boards deliberations in relation to the competitive
sale process were conducted without the participation of Clear Channel management or the Mays
family. Chairman and founder L. Lowry Mays has informed the Company that he will be selling a
substantial majority of his holdings in the transaction.
THE PROPOSED MERGER IS THE RESULT OF A COMPREHENSIVE REVIEW OF STRATEGIC ALTERNATIVES
This merger proposal is the result of a comprehensive review of strategic alternatives
designed to enhance shareholder value, taking into account the continued challenges in the radio
sector and the Boards views of the recent growth in the domestic outdoor sector, as well as Clear
Channels future growth opportunities. During their review, the disinterested directors considered
a full range of alternatives other than the sale of the Company, including a sale or spin-off of
Clear Channel Outdoor, a recapitalization, share repurchase and special dividend, as well as
remaining as an independent company. Particular consideration was given to the structural issues
related to any potential separation of Clear Channel Outdoor, including significant tax
implications, and the likely trading value of its shares in the absence of this transaction.
In light of these considerations, the unanimous conclusion of the disinterested directors was
that the $37.60 per share in cash merger proposal results in the greatest value and delivers the
greatest certainty to shareholders.
THE
MERGER PROPOSAL DELIVERS A 28% PREMIUM OVER THE AVERAGE SHARE PRICE DURING THE 60 TRADING DAYS PRIOR TO THE COMPANYS ANNOUNCEMENT THAT THE BOARD WAS CONSIDERING STRATEGIC ALTERNATIVES
The all-cash merger consideration of $37.60 per share represents a premium of approximately
28% over the average closing share price during the 60 trading days ended October 24, 2006, the day
prior to the Companys announcement of the Boards decision to consider strategic alternatives, and
a premium of approximately
26% over the average closing share price during the one-year period prior to the announcement
of the merger.
$37.60 Represents a 28% Premium to
the 60-day Average Undisturbed Price1
Source
Fact Set
1) Undisturbed 60 trading day average of $29.27 ended 10/24/2006, the
trading day prior the announcement of strategic alternatives.
2) Represents $37.60 offer premium to the average price over the
respective period ended 10/24/2006, the trading day prior to the
announcement of strategic alternatives.
The merger consideration is also a significant premium to research analysts stock price
targets for Clear Channel, prior to the Companys announcement that the Board was exploring
strategic alternatives.
The merger agreement negotiated by the disinterested directors contains measures designed to
ensure shareholders certainty of closing as well as to protect against business and market risks,
including:
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Certainty of $37.60 in cash, |
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Regular annual dividend of $0.75 per share to be paid quarterly through closing, |
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Daily ticking fee in order to ensure that the transaction is closed as soon as
possible of the lesser of 8% interest per year or the Companys operating cash flow
beginning January 1, 2008 through closing, |
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Equity and debt commitments with no financing conditions, |
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Requirement for the buyers to take all necessary steps to obtain regulatory approval,
with reverse break-up fees owed in the event of a failure to close should regulatory
approval not be received, and |
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The ability to receive and consider competing proposals. |
YOUR VOTE IS EXTREMELY IMPORTANT NOT VOTING IS A VOTE AGAINST THE MERGER
Approval of the merger agreement requires the affirmative vote of two-thirds of Clear
Channels outstanding shares. Not voting has the same effect as a vote against the merger. Please
vote FOR the merger today by telephone or by Internet, as available per the instructions on the
enclosed proxy card, or by signing and returning the enclosed proxy card in the postage-paid
envelope provided.
If you have any questions or need assistance in voting your shares, please call our proxy
solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3427.
Thank you for your support.
On behalf of the Board of Directors,
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Alan D. Feld
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Perry J. Lewis |
About
Clear Channel Communications
Clear Channel Communications, Inc. (NYSE:CCU News) 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 companys businesses
include radio, television and outdoor displays. More information is available at
www.clearchannel.com.
About
Thomas H. Lee Partners, L.P. (THL Partners)
THL Partners is one of the oldest and most successful private equity investment firms in the United
States. Since its founding in 1974, THL Partners has become the preeminent growth buyout firm,
investing approximately $12 billion of equity capital in more than 100 businesses with an aggregate
purchase price of more than $100 billion, completing over 200 add-on acquisitions for portfolio
companies, and generating superior returns for its investors and partners. The firm currently
manages approximately $20 billion of committed capital. Notable transactions sponsored by the firm
include Dunkin Brands, Nielsen, Michael Foods, Houghton Mifflin Company, Fisher Scientific,
Experian, TransWestern, Snapple Beverage and ProSiebenSat1 Media.
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 $40 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 and
Shanghai.
Certain
Information Concerning Participants
The Company has made a definitive filing with the Securities and Exchange Commission of a proxy
statement and accompanying proxy card to be used to solicit votes in favor of the transactions at
the special meeting.
The Company strongly advises all shareholders of the Company to read the proxy statement and other
proxy materials relating to the special meeting because they contain important information. Such
proxy materials are available at no charge on the Securities and Exchange Commissions web site at
http://www.sec.gov. In addition, a stockholder who wishes to receive a copy of the definitive proxy
materials, without charge, should submit this request to the Companys proxy solicitor, Innisfree
M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, New York 10022 or by calling
Innisfree toll-free at (877) 456-3427.
The Company and its directors, executive officers and other members of its management and employees
may be deemed to be participants in the solicitation of proxies from its stockholders in connection
with the transactions. Information concerning the interests of the Company and the other
participants in the solicitation is set forth in the Companys definitive proxy statement filed
with the Securities and Exchange Commission in connection with the transactions and Annual Reports
on Form 10-K, previously filed with the Securities and Exchange Commission.
B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (collectively, the Fincos) and certain
affiliates and representatives of the Fincos may be deemed to be participants in the solicitation
of proxies from the Companys stockholders in connection with the transactions. Information
concerning the interests of the Fincos and their affiliates and representatives in the solicitation
is set forth in the Companys definitive proxy statement filed with the Securities and Exchange
Commission in connection with the transactions.
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 obtain shareholder approval or the failure to satisfy other conditions to completion of
the merger, including the receipt of shareholder approval, expiration of the waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and approval by the Federal
Communications Commission; (4) the failure to obtain the necessary debt financing arrangements set
forth in commitment letters received in connection with the merger; (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 the actual terms of
certain financings that will be obtained for 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 Channels SEC filings. Many of the factors
that will determine the outcome of the subject matter of this press release are beyond Clear
Channels 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.
Clear
Channel Communications, Inc., San Antonio:
Investors: Randy Palmer, 210-822-2828 Senior Vice President of Investor Relations Media: Lisa
Dollinger, 210-822-2828 Chief Communications Officer
Brainerd Communicators Media: Michele Clarke, 212-986-6667
Joele Frank, Wilkinson Brimmer Katcher: Joele Frank / Steve Frankel, 212-355-4449
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