March 2008
In connection with Clear Channel Communications, Inc.'s (“Clear Channel”) previously announced tender offer for its outstanding 7.65% Senior Notes due 2010 (CUSIP No. 184502AK8) (the “CCU Notes”) and Clear Channel's subsidiary AMFM Operating Inc.'s (“AMFM”) previously announced tender offer for its outstanding 8% Senior Notes due 2008 (CUSIP No. 158916AL0) (the “AMFM Notes” and, collectively with the CCU Notes, the “Notes”), Clear Channel announced the total consideration to be paid for the Notes that are validly tendered and accepted for purchase under such tender offers.
The total consideration to be paid for validly tendered (and not validly withdrawn) CCU Notes was determined using the yield of the 3.875% U.S. Treasury Notes due September 15, 2010 (the “CCU Reference Security”) plus a fixed spread of 350 basis points. The yield on the CCU Reference Security, as calculated by Citi, at 2:00 p.m., New York City time, on Tuesday, March 25, 2008, was 1.777%. Accordingly, the tender offer yield and total consideration, excluding accrued and unpaid interest but including the consent payment, per $1,000 principal amount of CCU Notes are 5.277% and $1,054.13, respectively.
The total consideration to be paid for validly tendered (and not validly withdrawn) AMFM Notes was determined using the yield of the 4.875% U.S. Treasury Notes due October 31, 2008 (the “AMFM Reference Security”) plus a fixed spread of 75 basis points. The yield on the AMFM Reference Security, as calculated by Citi, at 2:00 p.m., New York City time, on Tuesday, March 25, 2008, was 1.413%. Accordingly, the tender offer yield and total consideration, excluding accrued and unpaid interest but including the consent payment, per $1,000 principal amount of AMFM Notes are 2.163% and $1,034.10 respectively.
The Scheduled Payment Date for Notes validly tendered and not validly withdrawn is currently scheduled to be March 28, 2008, unless the Offer Expiration Date is further extended. March 28, 2008 was assumed as the Scheduled Payment Date for purposes of calculating the total consideration for the Notes validly tendered and not withdrawn.
As of 5:00 p.m. on March 25, 2008, the Company had received tenders with respect to approximately $739,374,000 million aggregate principal amount of the CCU Notes (approximately 98.58%
of the total outstanding principal amount of the CCU Notes) and approximately $564,075,000 million aggregate principal amount of the AMFM Notes (approximately 87.47% of the total outstanding principal amount of the AMFM Notes).
The date on which the tender offers are scheduled to expire (the “Offer Expiration Date”) is currently scheduled for 8:00 a.m. New York City time on March 27, 2008 and the consent payment deadline for the Notes (the “Consent Payment Deadline”) is currently scheduled for 8:00 a.m. New York City time on March 27, 2008. Each of the Offer Expiration Date and the Consent Payment Deadline is subject to extension or earlier termination by Clear Channel, with respect to the CCU Notes, and AMFM, with respect to the AMFM Notes, in their sole discretion.
The Clear Channel tender offer and consent solicitation is being made pursuant to the terms and conditions set forth in the Clear Channel Offer to Purchase and Consent Solicitation Statement for the CCU Notes dated December 17, 2007, and the related Letter of Transmittal and Consent. The AMFM tender offer and consent solicitation is being made pursuant to the terms and conditions set forth in the AMFM Offer to Purchase and Consent Solicitation Statement for the AMFM Notes dated December 17, 2007, and the related Letter of Transmittal and Consent. Further details about the terms and conditions of the tender offers and consent solicitations are set forth therein.
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