Fitch Lowers Clear Channel's IDR to 'BB-'; Remains on Watch Negative.NEW YORK New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of -- Fitch Ratings Fitch Ratings An international rating agency for financial institutions, insurance companies, and corporate, sovereign, and municipal debt. Fitch Ratings has headquarters in New York and London and is wholly owned by FIMALAC of Paris. has downgraded 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) as follows: -- Issuer Default Rating (IDR IDR In currencies, this is the abbreviation for the Indonesian Rupiah. Notes: The currency market, also known as the Foreign Exchange market, is the largest financial market in the world, with a daily average volume of over US $1 trillion. ) to 'BB-' from 'BBB-'; -- Senior unsecured to 'BB-' from 'BBB-'. The ratings remain on Rating Watch Negative. The rating action reflects today's announcement that Clear Channel has executed a definitive merger agreement with a group led by Thomas H. Lee Partners  This article or section is written like an .Please help [ rewrite this article] from a neutral point of view. Mark blatant advertising for , using . Thomas H. , L.P. and Bain Capital Partners, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , pursuant to which the group will acquire Clear Channel in a transaction with a total value of approximately $26.7 billion, including the assumption or repayment of approximately $8 billion of net debt. Given the information currently available and some uncertainty regarding shareholder approval of the transaction (insider votes account for less ten percent), Fitch believes that the long term rating will be no higher than 'BB-'. The current valuation, anticipated financing and proforma credit metrics are indicative of an IDR in the 'B' rating category and if the transaction announced today is ultimately approved, Fitch would lower the rating to that level. The resolution of Fitch's Rating Watch will be determined by an evaluation of to Clear Channel's strategic direction, ultimate transactions including the use of proceeds from recently announced radio and TV divestitures, as well as pro forma credit metrics and overall financial policies. The Clear Channel Indenture does not provide any material restrictions related to additional debt, change of control or sale of assets, nor does it contain any cross-default or cross-acceleration provisions. Clear Channel's bank facility contains a maximum leverage ratio of 5.25 times (x) and minimum interest coverage ratio of 2.50x, as well as a change of control provision. Fitch notes that the Clear Channel Indenture does contain a limitation of secured debt which provides some level of protection for bondholders. However, given actions that some other companies across the corporate space have taken recently to subvert certain protections, Fitch is generally skeptical regarding the potential effectiveness of some covenants in corporate bond indentures. Clear Channel's 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) (fka Chancellor Media) subsidiary notes due 2008, which make-up less than 10% of total debt, contain change of control and sale of asset provisions. These notes also contain a 7.0x leverage covenant, however Fitch believes that this leverage test is only applicable to the AMFM subsidiary and would not be triggered should the parent company (Clear Channel) exceed such threshold. As part of its rating evaluation, Fitch anticipates reviewing the company's strategy with Clear Channel's management. Fitch's rating definitions and the terms of use Terms of Use are rules set up by the owner of an intellectual property or service to govern how they may be legally used. In many cases, terms of service are used as a contractual agreement between a company and users of a service they provide. of such ratings are available on the agency's public site, www.fitchratings.com. Published ratings, criteria and methodologies are available from this site, at all times. 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