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Clear Channel Announces Preliminary Results, Acceptance of Tenders and Extension of Its Previously Announced Tender Offer for Senior Notes
SAN ANTONIO-(Business Wire)-September 5, 2008 - Clear Channel Communications, Inc. (“Clear Channelâ€) announced today the preliminary results of its previously announced tender offer to purchase any and all of its outstanding 7.65% Senior Notes due 2010 (CUSIP No. 184502K8) (the “Notesâ€). The tender offer and consent solicitation is being made pursuant to the terms and conditions set forth in the Offer to Purchase and Consent Solicitation Statement for the Notes dated August 7, 2008, and the related Letter of Transmittal and Consent. Further details about the terms and conditions of the tender offer and consent solicitation are set forth therein.
As of September 5, 2008, the aggregate principal amount of Notes validly tendered (and not validly withdrawn) was approximately $342 million, representing approximately 46% of the outstanding Notes. Clear Channel intends to accept for purchase all of the Notes validly tendered. Clear Channel will pay to The Depository Trust Company the total consideration payable to holders in the tender offer, and Global Bondholder Services Corporation, the depositary for the tender offer, will instruct The Depository Trust Company to pay the full tender offer consideration, plus accrued interest, to the tendering holders on or about September 12, 2008. The total consideration paid to validly tendering holders will reflect the actual date of payment.
Clear Channel also announced today that it has extended the date on which the tender offer and consent solicitation is scheduled to expire (the "Offer Expiration Date") from 8:00 a.m. New York City time on September 5, 2008 to 8:00 a.m. New York City time on September 9, 2008 and the consent payment deadline for the Notes (the "Consent Payment Deadline") from 8:00 a.m. New York City time on September 5, 2008 to 8:00 a.m. New York City time on September 9, 2008. Holders of Notes who validly tender their Notes at or prior to the Consent Payment Deadline will be eligible to receive the tender offer consideration of $930.00 per $1,000 principal amount of such Notes accepted for purchase, plus the consent payment of $30.00 per 1,000 principal amount of such Notes. The Offer Expiration Date and the Consent Payment Deadline are subject to further extension by Clear Channel in its sole discretion.
The Withdrawal Date relating to the tender offer occurred at 5:00 p.m. New York City time on August 21, 2008. Tendered Notes may not be withdrawn, except in certain limited circumstances where additional withdrawal rights are required by law (as determined by Clear Channel).
Clear Channel has retained Citi to act as the lead dealer manager for the tender offer and lead solicitation agent for the consent solicitation and Deutsche Bank Securities Inc. and Morgan Stanley & Co. Incorporated to act as co-dealer managers for the tender offer and co-solicitation agent for the consent solicitation. Global Bondholder Services Corporation is the depositary and Information Agent for the tender offer and the consent solicitation. Questions regarding the transaction should be directed to Citi at 800-558-3745 (toll-free) or 212-723-6106 (collect). Requests for documentation should be directed to Global Bondholder Services Corporation at 212-430-3774 (for banks and brokers only) or 866-924-2200 (for all others toll-free).
Clear Channel Communications, Inc., headquartered in San Antonio, Texas, is a global leader in the out-of-home advertising industry with radio stations and outdoor displays in various countries around the world.
This announcement is for informational purposes only. The tender offer and consent solicitation was made solely pursuant to the Offer to Purchase and Consent Solicitation Statement and related documents. The tender offer and consent solicitation was not made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws required the tender offer and consent solicitation to be made by a licensed broker or dealer, the tender offer and consent solicitation was deemed to be made on behalf of Clear Channel by one or more of the dealer managers, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
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. 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.
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