Clear Channel Accepts $18.7 Billion Takeover Bid
The nation’s largest network of radio stations, Clear Channel Communications, agreed Thursday morning to be bought for $18.7 billion, in a deal that may test private equity’s seemingly insatiable appetite for media properties. A consortium that includes Thomas H. Lee Partners and Bain Capital won the bidding with a $37.60-a-share offer, beating out a rival consortium of Providence Equity Partners, the Blackstone Group and Kohlberg Kravis Roberts & Company.
The deal would rank as one of the largest media buyouts ever, surpassing the recent takeover of Spanish-language broadcaster Univision Communications, which a private equity consortium bought for $12 billion earlier this year.
In a press release announcing the transaction on Thursday, Clear Channel put a total value of $26.7 billion on the transaction, including $8 billion in assumed debt. The company’s board has unanimously approved the proposed transaction and is recommending that shareholders vote in favor of it, Clear Channel said.
L. Lowry Mays, a former investment banker, founded Clear Channel almost unwittingly after acquiring a radio station in San Antonio when a client backed out of the deal. Mr. Mays, 71, who now serves as chairman, handed operational control to his sons, Mark P. Mays and Randall T. Mays, in 2004. The Mays, all of whom are directors, and a close family associate on the board, Billy Joe “Red” McCombs, recused themselves from evaluating the acquisition, leaving it to seven independent directors to pick the winner.
Amid criticism of the auction process, members of the Mays family have agreed to accept less change-of-control compensation than they were originally entitled to receive. Clear Channel said Thursday that three senior executives would change their employment agreements to “significantly reduce payments” in the event of a change of control.
Clear Channel said in a separate statement Thursday that it would sell 448 of its 1,150 radio stations, as well as its 42-station television group. Overall, the properties up for sale generated less than 10 percent of Clear Channel’s revenue last year, and they are all in small to mid-sized markets, the company said.
In addition to its radio stations, which include Z100 in New York and KIIS-FM in Los Angeles, Clear Channel owns a substantial number of billboards and other outdoor advertising. The company generated $6.6 billion in sales in 2005.
Clear Channel’s broad reach could raise regulatory concerns, however. Thomas H. Lee Partners is part of the buyout consortium that owns Univision, so the Clear Channel deal may be the first in which regulators will have to consider private equity owners as established players in some media markets.
Thomas H. Lee Partners and Bain had also been considered to be potential bidders for the Tribune Company, which publishes The Chicago Tribune and The Los Angeles Times and runs television stations; the acquisition of Clear Channel might dampen their interest.
“When you are as close to the ownership ceilings in so many markets in so many ways as Clear Channel is, it doesn’t take much in terms of a media-savvy or media-involved buyer to start tripping over some of the ceilings,” said Andrew D. Lipman, a Washington-based partner at the law firm Bingham McCutchen.
In large cities, media companies cannot own more than eight radio stations; the caps are lower in cities with fewer stations. Federal rules also limit cross ownership between TV stations, newspapers and radio outlets in the same markets.
Lawyers who specialize in the media industry note that Clear Channel is already close to those limits in many big markets such as Dallas, Chicago and Miami.
The recent surge in media-related deal activity comes as the regulatory landscape, which was already in limbo, may be about to shift.
In 2003, the Federal Communications Commission relaxed media ownership limits that would have allowed for greater consolidation in the industry. But an appeals court overruled the agency and asked it to redraft its rules.
Lawyers at the Department of Justice and the Federal Trade Commission will also review the Clear Channel deal to determine if the new owners, through their various investments, could drive up ad rates on radio and TV airwaves and in local newspapers through their control over the properties.
The analysis will be more complicated than in standard mergers between competitors because private equity firms are widely expected to argue that they do not exert control over pricing and other operational aspects of the companies in which they invest, said Robert C. Walters, a partner specializing in antitrust law at Vinson & Elkins. “What you have to do is figure out who does or does not have control,” he said.
The recent Democratic takeover of Congress could further slow approval of the deal.
Clear Channel and the Mays family, which has contributed generously to President Bush and other Republican candidates, are frequently criticized for standardizing play lists, reducing local news coverage and favoring conservative causes on their radio stations.
Those complaints, coupled with the overarching concerns many lawmakers have about rising media concentration, could lead to drawn-out congressional hearings on the acquisition.
“It’s a very conspicuous company, it is a very visible company and certainly it’s a goliath in its sector, all of which is going to attract further congressional scrutiny,” Mr. Lipman said.
Financing for the deal is being provided by Citigroup, Deutsche Bank, Morgan Stanley, Credit Suisse, Wachovia and Royal Bank of Scotland. All those banks, with the exception of Wachovia, are also providing about a third of the equity for the deal.
Clear Channel Announces Plan to Sell Radio Stations Outside the Top 100 Markets and Entire Television Station GroupSAN ANTONIO – November 16, 2006 – Clear Channel Communications, Inc. (NYSE:CCU) today announced plans to sell 448 of its 1,150 radio stations, all located outside the top 100 U.S. media markets, as well as the company’s 42-station Television Group. Collectively, these properties contributed less than 10 percent of the company’s revenues last year.
“Our decision to divest these broadcast properties was reached as a result of the ongoing optimization of our diverse portfolio of media assets,” said Mark Mays, Chief Executive Officer. “These are profitable and well-managed properties in excellent markets. We believe that the sale of these stations will allow us to position our business to provide even greater value to our listeners and shareholders.”
The radio stations scheduled for sale are located in 90 markets outside of the top-100 Arbitron Metros. The television stations are located in 24 small and mid-sized markets throughout the country.
The sale of these assets is not contingent on the closing of the company’s merger agreement announced separately today.
Important Additional Information will be filed with the SEC
In connection with the proposed merger, Clear Channel will file a proxy statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES THERETO. Investors and security holders may obtain a free copy of the proxy statement (when available) and other documents filed by Clear Channel at the SEC’s website at http://www.sec.gov. The proxy statement and other documents may also be obtained for free from Clear Channel by directing such request to Clear Channel, Inc., Investor Relations, 200 E. Basse Road, San Antonio, Texas 78209, Telephone (210) 822-2828.
Clear Channel 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 shareholders in connection with the proposed merger. Information concerning the interests of Clear Channel’s participants in the solicitation, which may be different than those of Clear Channel shareholders generally, is set forth in Clear Channel’s proxy statement for its 2006 Annual Meeting of Shareholders previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the merger when it becomes available.
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 may be instituted against Clear Channel and others following announcement of 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 and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976; (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.
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.