By Bob Grossweiner and Jane Cohen
Clear Channel Communications’ shareholders Tuesday overwhelmingly approved a buyout worth about $19.5 billion, almost a year after initially accepting the deal. The approval is based on preliminary vote totals, and the takeover is being led by a group spearheaded by T.H. Lee Partners, L.P. and Bain Capital Partners, LLC, which in May sold its stake in Front Line Management to Ticketmaster’s parent company IAC/InterActiveCorp.
The buyout remains subject to the usual regulatory approvals and customary closing conditions, and it represents an offer of just over $39 per share for the radio, billboard and television company. According to Clear Channel’s official statement on the matter, “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.”
In 2000, Clear Channel Communications bought SFX, a conglomerate of North American concert promoters, for around $4 billion and named the new company Clear Channel Entertainment. In 2005 after a few years of Wall Street analysts telling Clear Channel that the concert division was under performing, it spun off the division in December of that year, creating Live Nation . Live Nation’s stock has almost doubled in the past 22 months, and the new entity this year cracked the Fortune 1000 list of the nation’s largest companies.
According to Clear Channel’s statement on the buyout, on May 18 of this year, the company “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.”
In addition, Clear Channel’s unaffiliated shareholders were also 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,” as an alternative to the $39.20 per share offer. This alternative is “subject to aggregate and individual caps,” plus the additional per share consideration, if any, according to the company.
