Clear Channel Unveils Deal to Be Acquired
By DENNIS K. BERMAN and SARAH MCBRIDE (Wall Street Journal)
November 16, 2006 1:49 p.m. NEW YORK -- Radio giant Clear Channel Communications Inc. struck a deal for one of the biggest leveraged buyouts ever, accepting a bid from a group of private-equity firms of $37.60 a share, or about $18.7 billion, plus the assumption of about $8 billion in debt. The winning bid comes from a consortium led by Thomas H. Lee Partners and Bain Capital, which beat out a second group comprising Providence Equity Partners, Kohlberg Kravis Roberts & Co. and the Blackstone Group. Clear Channel owns more than 1,150 radio stations and a large outdoor advertising business. In a separate announcement, the San Antonio-based company said it intends to seek buyers for 448 small-market radio stations and its TV station division. But the sale to the private-equity investors is not conditioned on those moves. The first offers that came to the board were for around $36 for each share of Clear Channel, according to people familiar with the matter, and they were rejected. The investor groups came back with bids around $36.25, and then late Wednesday, the winning bidders came back with their higher offer. Clear Channel shares traded up 4.6% at $35.70 on the New York Stock Exchange early Thursday. The stock, which briefly traded above $90 in late 1999 and early 2000, traded as low as $27.17 in August. Clear Channel was a rumoured takover target for months, given its declining stock price and lack of dual-class voting shares that would have given more voting muscle to the family of Chairman Lowry Mays. He founded the company and now runs it with sons Mark Mays, who is Clear Channel's chief exectuive, and Randall Mays, its president and chief financial officer. Providence Equity Partners, whose managing director, Paul Salem, was a Harvard Business School classmate of Randall Mays, approached the company in the spring, say people familiar with the matter. Blackstone and Providence partnered in late August. Shortly afterwards, KKR, which had had its own independent approach to Clear Channel, teamed up with the other two groups. Other bidders emerged, such as the Carlyle Group and Apollo, and Cerberus Capital Management and Oak Hill Capital Partners. But they dropped out before final bids were due on Monday. The Mays family members, all of whom serve on Clear Channel's board, recused themselves from voting on the deal, according to people familiar with the matter. They did, however, participate in discussions. Clear Channel board member B.J. "Red" McCombs, a longtime associate of Lowry Mays, also recused himself from voting, but also participated in discussions. The company has long maintained that the stock market doesn't value the company properly, given its steady cash flow and profitable underlying businesses. Last year, it earned $936 million on revenue of $6.61 billion; its outdoor-advertising division grew 9%. Along with other radio companies, Clear Channel has thrown its backing behind HD radio, a new technology that provides better sound and squeezes more stations onto the dial. But stock investors, cautious on all old-media stocks, have focused on the fact that listeners spend less time with radio than they did a few years ago. All traditional media outlets are facing more competition from newer media, including mobile phones, video games, and the Internet. The radio broadcaster is the latest media company to draw buyout attention from cash-rich private equity. This year, a group of private equity investors agreed to acquire Spanish-language broadcaster Univision Communications Inc. and reportedly firms are interested in newspaper publisher Tribune Co. Private equity has also scooped up individual radio stations and has swirled around many other media properties. The three-week auction puts an end to public history of Clear Channel, which the Mays family founded more than 30 years ago. Helped by relaxed rules on media ownership, Clear Channel knit together a chain that includes stations in nearly all of the 100 largest U.S. radio cities and in hundreds of small towns.
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