Clear Channel Announces Expiration and Final Results of Its Previously Announced Tender Offer for AMFM Senior Notes.SAN ANTONIO -- In connection with the completion of the merger with BT Triple Crown Merger Co., Clear Channel Communications Not to be confused with clear channel radio stations, which are AM radio stations with certain technical parameters. Clear Channel Communications (NYSE: CCU) is a media conglomerate company based in the United States. , Inc. ("Clear Channel") announced today the expiration and final results of its previously announced tender offer to purchase any and all of its subsidiary AMFM AMFM Association of Marriage and Family Ministries AMFM Automated Mapping Facilities Management AMFM Association des Modélistes Ferroviaires de Montréal (French: Montreal Railroad Modelers Association) Operating Inc.'s ("AMFM") outstanding 8% Senior Notes due 2008 (CUSIP CUSIP See: Committee on Uniform Securities Identification Procedures CUSIP See Committee on Uniform Securities Identification Procedures. No. 158916AL0) (the "Notes"). The tender offer and consent solicitation Consent Solicitation A solicitation by one party to the stakeholders of a particular security for the consent of a material change. Notes: Should the majority of stakeholders provide valid consent prior to the consent expiry date, the issuer may then follow through with was made pursuant to the terms and conditions set forth in the AMFM Offer to Purchase and Consent Solicitation Statement for the Notes dated December 17, 2007, and the related Letter of Transmittal Letter of Transmittal A document used by security holder to accompany certificates surrendered in an exchange or other corporate action. and Consent. Further details about the terms and conditions of the tender offer and consent solicitation are set forth therein. The tender offer and consent payment deadline expired at 8:00 a.m. New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time on July 30, 2008. The aggregate principal amount of the Notes validly tendered (and not validly withdrawn) was $639 million, representing approximately 99.12% of outstanding Notes. AMFM has accepted for purchase all of the Notes validly tendered (and not validly withdrawn) in the tender offer. AMFM has paid to The Depository Trust Company Depository Trust Company (DTC) DTC is the world's largest central securities depository. It accepts deposits of over 2 million equity and debt securities issues (valued at $23 trillion) from over 65 countries for custody, executes book-entry deliveries (valued at over $116 trillion the total consideration payable to holders in the tender offer, and Global Bondholder Services Corporation, the depositary for the tender offer, has irrevocably instructed The Depository Trust Company to pay the full tender offer consideration, plus accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. , to the tendering holders. The total consideration paid to validly tendering holders will reflect the actual date of payment. Citi acted 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 acted as co-dealer managers for the tender offer and co-solicitation agent for the consent solicitation. Global Bondholder Services Corporation acted as the depositary and Information Agent for the tender offer and the consent solicitation. Clear Channel Communications, Inc. (NYSE NYSE See: New York Stock Exchange : CCU CCU abbr. 1. coronary care unit 2. critical care unit CCU critical care unit. CCU Critical care unit, see there ), headquartered in San Antonio, Texas “San Antonio” redirects here. For other uses, see San Antonio (disambiguation). San Antonio is the second most populous city in Texas, the third most populous metropolitan area in Texas, and is the seventh most populous city in the United States. As of the 2006 U.S. , 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 blue sky laws n. laws intended to protect the public from purchasing stock in fraudulent companies that lack substance, such as those selling swamp land, non-existent gold strikes and dry oil wells, or who have no assets besides a post office box. 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. 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. These factors include, but are not limited to, (1) the outcome of any legal proceedings that have been or may be instituted by or against Clear Channel and others relating to the merger agreement; (2) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger; (3) the effect of the Merger on our customer relationships, operating results and business generally; (4) the ability to recognize the benefits of the Merger; (5) the amount of the costs, fees, expenses and charges related to the Merger; and (6) the impact of the substantial indebtedness incurred to finance the consummation of the Merger. 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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