M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Monday, May 7, 2007

Clear Channel (The Deal That Just Wouldn't Die)

Clear Channel announced today that it had yet again delayed its shareholder meeting to vote on the agreement to be acquired by a private equity consortium led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. in a deal worth $26 billion.  The new date for the meeting is Tuesday, May 22, 2007, at 1:00 p.m., Central Daylight Savings Time.

Interestingly, the delay is to reconsider the proposal of the consortium previously made and rejected by the board on May 3rd.  Clear Channel's press release states:

Since that time, a number of shareholders of Clear Channel, including some of its largest shareholders, have contacted members of the board or its financial advisor and asked the board to delay the date of the special meeting in order to provide them an opportunity to consult with the board on the proposed change in structure and terms.

According to Clear Channel, the proposal as it currently stands contemplates:

(i) an increase in the merger consideration to be paid to all shareholders from $39.00 to $39.20 per share and (ii) the opportunity for each unaffiliated shareholder to elect between cash and stock in the surviving corporation in the merger (up to an aggregate cap equivalent to 30% of the outstanding shares immediately following the merger (or approximately 6% before the merger)).

I previously blogged before on Clear Channel's Lessons, one of which was the emerging voice of hedge funds for shareholders in private equity/management buy-outs.  Looks like this voice is getting stronger. 


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