Clear Channel subsidiary gets tenders for 99.12% of 8% notes

By Angela McDaniels

Tacoma, Wash., July 30 - Clear Channel Communications, Inc. subsidiary AMFM Operating Inc. received tenders for $639 million, or 99.12%, of its $644.86 million 8% senior notes due 2008 and accepted all the tendered notes for purchase, according to a company news release.

The tender offer and a consent solicitation for the notes began on Dec. 17, 2007 and ended at 8 a.m. ET on Wednesday. It was originally scheduled to expire on Jan. 16 and was extended a number of times.

A concurrent tender offer and consent solicitation for Clear Channel's $750 million of 7.65% senior notes due 2010 was terminated on July 2.

The company will pay $1,034.10 plus accrued interest for each $1,000 principal amount of 8% notes. The payout includes a consent payment of $30.00.

The payout was set on March 25 using 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 4 7/8% Treasury note due Oct. 31, 2008 and 75 basis points, minus accrued interest up to but excluding the payment date.

AMFM had received tenders and consents for $555.58 million, or 86.16%, of the notes as of Dec. 31, 2007.

As a result, the company entered into supplemental indentures to 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 some other provisions, including some provisions relating to defeasance.

The amendments became operative once the tendered notes were accepted for payment.

The tender offer was 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 completion of the offer was conditioned upon the satisfaction or waiver of all conditions of the plan of merger. On March 26, Clear Channel, joined by CC Media Holdings, Inc., filed suit against Citigroup, Deutsche Bank, Morgan Stanley, Credit Suisse, Royal Bank of Scotland and Wachovia, the banks that had committed to provide the debt financing for the merger.

On May 13, Clear Channel announced that it had reached a settlement and expected the merger to close by the end of the third quarter, pending shareholder approval.

Shareholders voted on the merger at a special meeting on July 24, and the merger closed on Wednesday.

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

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

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