Clear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.
Clear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.
SAN ANTONIO, TX, September 25, 2007 - Clear Channel Communications, Inc. (NYSE:CCU), a global leader in the radio broadcasting and out-of-home advertising industries, announced today that, based on a preliminary vote count, Clear Channel shareholders approved the adoption of the merger agreement with a group led by T.H. Lee Partners, L.P. and Bain Capital Partners, LLC. The transaction remains subject to requisite regulatory approvals and customary closing conditions. The number of shares voted in favor of the transaction represented more than 73% of the total shares outstanding and entitled to vote at the meeting. The preliminary tabulation indicates that approximately 98% of the shares voted were cast in favor of the transaction.
"We are pleased with the outcome of today's vote," said Mark Mays, Chief Executive Officer of Clear Channel. "On behalf of Clear Channel's Board of Directors, I want to thank our shareholders and hard-working employees for their support throughout this process. We look forward to completing this transaction with T.H. Lee and Bain as quickly as possible."
On May 18, 2007, Clear Channel Communications entered into a second amendment to its previously announced merger agreement with a private equity group co-led by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC. Under the terms of the merger agreement, as amended, Clear Channel shareholders will receive $ 39.20 in cash for each share they own plus additional per share consideration, if any, if the closing of the merger occurs after December 31, 2007. This is an increase from the previous cash consideration of $39.00 per share.
As an alternative to receiving the $39.20 per share cash consideration, Clear Channel's unaffiliated shareholders were offered the opportunity on a purely voluntary basis to exchange some or all of their shares of Clear Channel common stock on a one-for-one basis for shares of Class A common stock in the new corporation formed by the private equity group to acquire Clear Channel (subject to aggregate and individual caps), plus the additional per share consideration, if any.
At the meeting, all proxy cards and ballots were turned over to the independent inspector of elections, Mellon Investor Services, LLC, for final tabulation and certification.
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.
About Thomas H. Lee Partners, L.P. ("THL Partners")
THL
is one of the oldest and most successful private equity investment
firms in the United States. Since its founding in 1974, THL has become
the preeminent growth buyout firm, raising approximately $20 billion of
equity capital and investing in more than 100 businesses with an
aggregate purchase price of more than $125 billion and generating
superior returns for its investors and partners. Notable transactions
sponsored by the firm include Houghton Mifflin, National Waterworks,
Univision, The Nielsen Company, West Corporation, Fidelity National
Information Services, Dunkin Brands, Fisher Scientific, Experian and
ProSiebenSat.1 Media. For more information please visit www.thl.com.
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, BainCapital has offices in New York, London, Munich, Tokyo, Hong Kong and Shanghai.
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 Channel's SEC filings. 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.
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
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.
Related
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Trackbacks
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2/4/2008 6:38 PM
Bar Of Integrity wrote:
Our grassroots coordinator, Heidi Thiess had discovered that Real Clear Politics was the online clearhouse for polling data that was used to determine if a candidate was viable for the debates.I find this press release interesting that Nielsen Company is an affiliated company of Bain Capital.Real Clear Politics is a Nielson Company.RelatedClear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.Fox News Is Skewing Early GOP PrimariesScrutiny of 3Com, Bain Capital and Huawei 3Com Schedules Vote on $2.2B Bain Buyout Bain Capital, China and Panopolies Mitt ... -
2/4/2008 6:38 PM
Bar Of Integrity wrote:
Our grassroots coordinator, Heidi Thiess had discovered that Real Clear Politics was the online clearhouse for polling data that was used to determine if a candidate was viable for the debates.I find this press release interesting that Nielsen Company is an affiliated company of Bain Capital.Real Clear Politics is a Nielson Company.RelatedClear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.Fox News Is Skewing Early GOP PrimariesScrutiny of 3Com, Bain Capital and Huawei 3Com Schedules Vote on $2.2B Bain Buyout Bain Capital, China and Panopolies Mitt ... -
2/4/2008 6:38 PM
Bar Of Integrity wrote:
Our grassroots coordinator, Heidi Thiess had discovered that Real Clear Politics was the online clearhouse for polling data that was used to determine if a candidate was viable for the debates.I find this press release interesting that Nielsen Company is an affiliated company of Bain Capital.Real Clear Politics is a Nielson Company.RelatedClear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.Fox News Is Skewing Early GOP PrimariesScrutiny of 3Com, Bain Capital and Huawei 3Com Schedules Vote on $2.2B Bain Buyout Bain Capital, China and Panopolies Mitt ... -
2/4/2008 6:38 PM
Bar Of Integrity wrote:
Our grassroots coordinator, Heidi Thiess had discovered that Real Clear Politics was the online clearhouse for polling data that was used to determine if a candidate was viable for the debates.I find this press release interesting that Nielsen Company is an affiliated company of Bain Capital.Real Clear Politics is a Nielson Company.RelatedClear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.Fox News Is Skewing Early GOP PrimariesScrutiny of 3Com, Bain Capital and Huawei 3Com Schedules Vote on $2.2B Bain Buyout Bain Capital, China and Panopolies Mitt ... -
2/4/2008 6:39 PM
Bar Of Integrity wrote:
Our grassroots coordinator, Heidi Thiess had discovered that Real Clear Politics was the online clearhouse for polling data that was used to determine if a candidate was viable for the debates.I find this press release interesting that Nielsen Company is an affiliated company of Bain Capital.Real Clear Politics is a Nielson Company.RelatedClear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.Fox News Is Skewing Early GOP PrimariesScrutiny of 3Com, Bain Capital and Huawei 3Com Schedules Vote on $2.2B Bain Buyout Bain Capital, China and Panopolies Mitt ... -
2/4/2008 6:39 PM
Bar Of Integrity wrote:
Our grassroots coordinator, Heidi Thiess had discovered that Real Clear Politics was the online clearhouse for polling data that was used to determine if a candidate was viable for the debates.I find this press release interesting that Nielsen Company is an affiliated company of Bain Capital.Real Clear Politics is a Nielson Company.RelatedClear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.Fox News Is Skewing Early GOP PrimariesScrutiny of 3Com, Bain Capital and Huawei 3Com Schedules Vote on $2.2B Bain Buyout Bain Capital, China and Panopolies Mitt ... -
2/4/2008 6:42 PM
Bar Of Integrity wrote:
Our grassroots coordinator, Heidi Thiess had discovered that Real Clear Politics was the online clearhouse for polling data that was used to determine if a candidate was viable for the debates.I find this press release interesting that Nielsen Company is an affiliated company of Bain Capital.Real Clear Politics is a Nielson Company.RelatedClear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.Fox News Is Skewing Early GOP PrimariesScrutiny of 3Com, Bain Capital and Huawei 3Com Schedules Vote on $2.2B Bain Buyout Bain Capital, China and Panopolies Mitt ... -
2/4/2008 6:42 PM
Bar Of Integrity wrote:
Our grassroots coordinator, Heidi Thiess had discovered that Real Clear Politics was the online clearhouse for polling data that was used to determine if a candidate was viable for the debates.I find this press release interesting that Nielsen Company is an affiliated company of Bain Capital.Real Clear Politics is a Nielson Company.RelatedClear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.Fox News Is Skewing Early GOP PrimariesScrutiny of 3Com, Bain Capital and Huawei 3Com Schedules Vote on $2.2B Bain Buyout Bain Capital, China and Panopolies Mitt ... -
2/26/2008 12:54 PM
Bar Of Integrity wrote:
Our grassroots coordinator, Heidi Thiess had discovered that Real Clear Politics was the online clearhouse for polling data that was used to determine if a candidate was viable for the debates.I find this press release interesting that Nielsen Company is an affiliated company of Bain Capital.Real Clear Politics is a Nielson Company.RelatedClear Channel Communications, Inc. Shareholders Approve Merger with Private Equity Group Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.Fox News Is Skewing Early GOP PrimariesScrutiny of 3Com, Bain Capital and Huawei 3Com Schedules Vote on $2.2B Bain Buyout Bain Capital, China and Panopolies Mitt ...
Helps explain Mittsters fear of offending the chicoms.
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I think it explains more than that. The media blackout of Duncan Hunter started after the Texas Straw Polls. The dates of both were September 2007.
Just an observation.
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Well, it was not just the clear channels and Bains and chicoms at work. National Review, Human Events, Weekly Standard, WSJ...you name it, they ignored him.
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True. But it was polling data from RealClearPolitics, a company under the Bain aggregate of businesses, that was used to determine his viability as a candidate for debate participation.
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Any idea when Mitt put his Bain holdings in the alleged blind trust?
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I don't know when it was; but it isn't alleged.
Here is the information about the blind trust:
http://www.newsmax.com/smith/china_3com/2007/10/25/43924.html
China Angles to Buy 3Com
Excerpt:
According to the CIA, Huawei was responsible for the installation of an advanced fiber-optic air defense network in Iraq during Saddam’s brutal rule. The Huawei network, NATO code-named “Tiger Song,” was used to shoot down allied aircraft flying patrol over the Iraqi skies.
The network was installed in violation of an U.N. embargo. Worse still, the air defense network was paid for by the corrupt oil-for-food program which send cash to Huawei that was intended to feed starving Iraqi children.
Despite its history of killing American soldiers — it is Huawei’s teaming with Bain and Goldman Sachs that has enabled the Chinese company to arrange the buyout of 3Com. The Bain/Goldman/Huawei team has influence inside the highest political circles.
For example, current Republican candidate Mitt Romney has links to Bain. Gov. Romney enjoyed a successful career at Bain, helping to amass over a quarter of a billion dollars in his own personal fortune. Romney may have left the company in 2001, but he and his family still own a significant stake in the firm through his blind trust, which according to the Washington Post earned him $7 million to $15 million during the last year.
Bain associates, employees and friends have also been very generous to Gov. Romney’s campaign for the White House. Bain employees have donated over $190,000 to Romney, making the firm one of his largest sources of political cash. This amount does not include the efforts of former and current Bain partners and executives of companies Romney bought who are also raising hundreds of thousands of dollars.
All these financial ties to Bain bring into question the possible conflict of interest that Romney faces. So far, Gov. Romney has refused to comment on the Bain deal. Repeated calls to the Romney campaign were not returned.
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Thanks! This is interesting.....
Secretary of Defense Robert Gates revealed that he was completely in the dark about the deal. The admission by the Gates echoed similar admissions by the Pentagon top brass that they also were unaware of the buyout.
The Defense Department and the U.S. intelligence agencies were surprised by the proposed deal and had to scramble in order to get it reviewed for national security reasons.
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Further confirmed by Duncan Hunter's issued statement, note 'contributions':
HUNTER CALLS ON ROMNEY TO OPPOSE BAIN PARTNERSHIP WITH CHINESE COMPANY
FOR IMMEDIATE RELEASE: November 2, 2007
CONTACT: Gary Becks (619) 334-1655, dlhunter08@yahoo.com
San Diego, CA - - - Presidential candidate and current Ranking Member of the House Armed Services Committee, Congressman Duncan Hunter, today called on former Governor Mitt Romney to send a "clear statement" to the leadership of the company he founded, Bain Capital, to terminate a proposed business deal with a controversial Chinese corporation seeking to acquire U.S. defense contractor 3COM. Bain Capital is attempting to form a business arrangement with Huawei Corporation, a Chinese corporation founded by an officer of the Peoples Liberation Army of Communist China, which faces allegations of assisting Saddam Hussein in the targeting of U.S. aircraft and in helping the Taliban develop surveillance equipment.
"I am extremely concerned that Governor Romney's company would tout a highly suspect Chinese corporation as a strategic partner," stated Hunter. "Forming a business partnership with a corporation known to have direct ties with terrorists and dictators while, at the same time, openly seeking to acquire a major U.S. corporation that performs vital cyber security work for the Department of Defense, can only be characterized as irresponsible."
A resolution has been introduced in Congress, H.Res. 730, which states; "The preponderance of publicly available evidence clearly suggests that as currently structured, the proposed transaction involving Huawei threatens the national security of the United States and should not be approved by the Committee on Foreign Investment in the United States ." A copy of this resolution is provided.
Hunter stated in his letter to Governor Romney, "…while it is true that you no longer control Bain Capital, the contributions you have received from its principals as its founding member indicate that your influence within the company remains strong.
"Further, while the Committee on Foreign Investment has yet to rule on the Huawei transaction, this corporation's connection to Saddam Hussein, the Taliban and the Army of Communist China should clearly disqualify them from becoming, in the words of your former company, "a strategic partner" in acquiring a U.S. firm such as 3COM, which performs vital cyber-security work for the U.S. Department of Defense.
"This letter is a request that you immediately issue a statement of policy that this transaction should be terminated on the grounds of national security. Please let me know what you intend to do."
A copy of Congressman Hunter's letter, as well as two articles regarding Huawei acquisition efforts are provided.
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And this article here:
http://blog.barofintegrity.us/2008/02/02/rep-dingell-among-lawmakers-tightening-scrutiny-of-3com-sale.aspx
Excerpt:
"Bain Capital, which was co-founded by former partner Mitt Romney, a Republican presidential candidate Mitt Romney as a partner, would own 83.5 percent of the shares and appoint the other eight members."
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