Shareholders Approve $19.5 Billion Buyout Of Radio Giant Clear Channel

SAN ANTONIO, TX.(AP) – Clear Channel Communications Inc. shareholders approved on Tuesday a $19.5 billion buyout of the nation’s biggest radio station operator, more than 10 months after the deal was proposed.

The offer from a private equity group led by Thomas H. Lee Partners LP and Bain Capital Partners LLC was first announced in November but was sweetened several times after some large shareholders signaled they would oppose earlier offers. The latest offer was $39.20 per share in cash or stock. Current shareholders could end up with as much as 30 percent of the new, privately held company.

“We are pleased with the outcome of today’s vote,” CEO Mark Mays said in a statement. “We look forward to completing this transaction with T.H. Lee and Bain as quickly as possible.” Of the shares voted, about 98 percent were in favor of the buyout of the San Antonio-based company in a preliminary tabulation, Clear Channel said. The company said more than 73 percent of the total shares outstanding and entitled to vote at the meeting were in favor the deal.

Two-thirds of shareholders were needed to approve the buyout, and previous offers of $37.60 and $39 per share were deemed too low by some and weren’t expected to pass. “It appears that all the stars have aligned,” Stanford Group analyst Frederick Moran said before the vote. “We also think that the credit crunch and the shaky stock market environment over the summer causes more comfort on behalf of shareholders to approve the deal.” Clear Channel, which also has an interest in the outdoor billboard business, has been divesting some of its broadcasting operation.

Its 56 television stations were sold in April, and sales deals have been reached on 402 of its radio stations. It plans to keep about 675 stations, mostly in larger metro areas. The offer to allow shareholders to keep part of the newly private company is an unusual concession because private equity buyers pay a premium to get total control and fewer regulatory requirements than those required of public companies. The company said Tuesday preliminary results showed shareholders chose to receive about 67.3 million shares in the new company.

That is more than twice the 30.6 million shares – or 30 percent – that were allowed in the buyout agreement. Because of that, shareholders will get shares in the new company on a prorated basis, the company said. The deal is expected to close before the end of the year. The buyers will also assume $8 billion in debt. Clear Channel shares rose 4 cents to $36.80 in morning trading Tuesday.

By ELIZABETH WHITE AP Business Writer

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