Clear Channel Goes Private

Clear Channel Communications will be taken private for $19.5 billion by a group led by Thomas H. Lee Partners and Bain Capital Partners, with the acquisition approval based on a preliminary count of shareholder votes in a September 25th ballot.

The approval and sale of the radio giant and former Live Nation parent company will end a drawn-out process that took three weeks to propose and 10 months to approve. Several shareholder ballots were scheduled and rescheduled when dissident shareholders protested that the sale as proposed undervalued the company.

With the vote finally conducted, a preliminary tally released by Clear Channel estimates that the number of shares voted in favor of the transaction represented more than 73 percent of the total shares outstanding and entitled to vote at the meeting, with approximately 98 percent of the shares voted in favor of the transaction.

"We are pleased with the outcome of today’s vote," Clear Channel CEO Mark Mays said in a statement. "We look forward to completing this transaction with T.H. Lee and Bain as quickly as possible."

Under the amended terms of the merger agreement, Clear Channel shareholders will receive $39.20 per share in cash plus any additional per share consideration if the sale closes after December 31st. Clear Channel’s unaffiliated shareholders may exchange some or all of their stock in the new corporation that will be formed.

The buyers will also assume about $8 billion in debt, and are expected to continue hiving off radio stations. In addition to spinning off Live Nation and part of its billboard business nearly two years ago, Clear Channel has since been divesting some of its broadcast operation, including its 56 television stations.

Deals have been reached on more than 350 of what was once an empire of more than 1,200 radio stations. It plans to keep about 675 stations, mostly in larger metro areas.