Clear Channel extends tender offers for 7.65% notes, 8% notes for fourth time

By Angela McDaniels

Tacoma, Wash., March 14 - Clear Channel Communications, Inc. again extended the tender offers and consent solicitations for its $750 million of 7.65% senior notes due 2010 and AMFM Operating Inc.'s $644.86 million 8% senior notes due 2008.

The tender offer and consent deadlines are now 8 a.m. ET on March 20.

The tender offer expiration was originally set for Jan. 16. It was then pushed back to Feb. 20, to March 10 and to March 18.

Pricing will now be set at 2 p.m. ET on March 18.

As previously reported, Clear Channel had received tenders and consents for $710.73 million, or 94.76%, of its 7.65% notes as of Dec. 31, and subsidiary AMFM had received tenders and consents for $555.58 million, or 86.16%, of its 8% notes.

As a result, the companies expect to enter into supplemental indentures that will eliminate substantially all the restrictive covenants in the note indentures, eliminate the covenants regarding mergers and consolidations, eliminate some events of default and modify or eliminate certain other provisions, including some provisions relating to defeasance.

The amendments will become operative once the tendered notes are accepted for payment.

The tender offers began on Dec. 17 and are being held in connection with the previously announced merger of Clear Channel with BT Triple Crown Merger Co., Inc., which is an affiliate of a private equity group co-led by Bain Capital Partners, LLC and Thomas H. Lee Partners, LP. The merger is expected to close in the first quarter and is not conditioned on the tender offers.

For each $1,000 principal amount of notes, the company will pay the sum of the present value of the notes on the maturity date plus the present value on the scheduled payment date of interest, discounted using the yield to maturity on the 3 7/8% Treasury note due Sept. 15, 2010 and a fixed spread of 350 basis points for the 7.65% notes and the 4 7/8% Treasury note due Oct. 31, 2008 and 75 bps for the 8% notes, minus accrued interest up to but excluding the payment date.

Noteholders who tender will also receive accrued interest up to but excluding the payment date plus a consent payment of $30 per $1,000 principal amount of notes.

When the offers began, only noteholders who tendered by 5 p.m. ET on Dec. 31 were eligible to receive the consent payment, but the companies extended the consent deadline so it now coincides with the tender expiration.

Citi (800 558-3745 or call collect 212 723-6106) is the lead dealer manager and solicitation agent. Deutsche Bank Securities Inc. and Morgan Stanley & Co. Inc. are co-dealer managers and co-solicitation agents. Global Bondholder Services Corp. (866 924-2200 or call collect 212 430-3774) is the information agent.

Clear Channel is a diversified media company based in San Antonio.

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