UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date Of Report (Date Of Earliest Event Reported): April 18, 2007
CLEAR CHANNEL COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
Texas
(State or Other Jurisdiction of Incorporation)
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001-09645
(Commission File Number)
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74-1787539
(IRS Employer Identification No.) |
200 East Basse Road
San Antonio, Texas 78209
(Address of Principal Executive Offices, Including Zip Code)
210-822-2828
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
þ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17CFR240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR240.13e-4(c))
INFORMATION TO BE INCLUDED IN THIS REPORT
Item 1.01 Entry Into Material Definitive Agreement
On April 18, 2007, Clear Channel Communications, Inc. (“Clear Channel”), BT Triple Crown
Merger Co., Inc. (“Mergerco”), B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (together
with B Triple Crown Finco, LLC, the “Parents”) entered into Amendment No. 1 (the “Amendment”) to
the Agreement and Plan of Merger, dated as of November 16, 2006, by and among Clear Channel,
Mergerco and the Parents (the “Merger
Agreement”). The Parents were formed by private equity funds sponsored by Bain Capital Partners, LLC and Thomas
H. Lee Partners, L.P. solely for the purpose of entering into the merger agreement and consummating
the transactions contemplated by the merger agreement.
Pursuant to the terms of the Merger Agreement, as amended, Mergerco will be merged with and
into the Company, and as a result the Company will continue as the
surviving corporation (the “Merger”). In accordance with the terms of the Amendment, at the effective time of the Merger, each
outstanding share of Clear Channel common stock, other than shares owned by Clear Channel,
Mergerco, the Parents, any shareholders who are entitled to and who properly exercise appraisal
rights under Texas law and by the holders of certain securities that will be “rolled-over” into
securities of the surviving corporation, will be cancelled and converted into the right to receive
$39.00 in cash, without interest, an increase of $1.40 per share over the $37.60 per share price
originally provided for in the Merger Agreement, on terms more fully
described in the Merger Agreement.
Additionally, the Merger Agreement has been amended to provide that Clear Channel will pay the
Parents a termination fee of $200 million if the Merger Agreement is terminated under certain
circumstances and within twelve (12) months after such termination (i) the Company or any of its
subsidiaries consummates, (ii) the Company or any of its subsidiaries enters into a definitive
agreement with respect to, or (iii) one or more Contacted Parties (as defined in the Amendment) or
a Qualified Group (as defined in the Amendment) commences a tender offer with respect to, and, in
the case of each of clause (ii) and (iii) above, subsequently consummates (whether during or after
such twelve (12) month period) any Contacted Party Proposal (as defined in the Amendment), all as
more fully described in the Merger Agreement.
The foregoing summary of the Amendment, and the transactions contemplated thereby, does not
purport to be complete and is subject to and qualified in its entirety by the full text of the
Amendment, which is attached hereto as Exhibit 2.1, and the full text of the Merger Agreement,
which was filed as Exhibit 2.1 to Clear Channel’s Current Report on Form 8-K, filed on November 16,
2006.
Item 7.01 Regulation FD Disclosure.
On April 18, 2007, Clear Channel issued a press release announcing the amendment of the Merger
Agreement, a copy of which is furnished as Exhibit 99.1.
Important Additional Information Regarding the Merger will be filed with the Securities and
Exchange Commission:
The Company has previously filed a proxy statement and supplement to proxy statement and other
documents regarding the proposed acquisition of the Company with the Securities and Exchange
Commission (the “SEC”) and intends to file an additional supplement to proxy statement with the
SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS OF THE
COMPANY ARE URGED TO READ THE PROXY STATEMENT AND ALL SUPPLEMENTS TO THE PROXY STATEMENT REGARDING
THE ACQUISITION, CAREFULLY IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. An additional supplement to the proxy statement will be sent to the
shareholders of the Company seeking their approval of the modified transaction. Investors and
security holders may obtain free copies of the proxy statement, the supplements to the proxy
statement, and other documents filed with, or furnished to, the SEC by the Company at the SEC’s
website at http://www.sec.gov. In addition, a shareholder who wishes to receive a copy of
the proxy materials, without charge, should submit this request to the Company’s proxy solicitor,
Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, New York 10022 or by
calling Innisfree toll-free at (877) 456-3427.
The Company and its directors, executive officers and other members of its management and employees
may be deemed to be participants in the solicitation of proxies from its shareholders in connection
with the proposed acquisition. Information concerning the interests of the Company and the other
participants in the solicitation is set forth in the Company’s definitive proxy statement filed
with the SEC in connection with the transactions and Annual Reports on Form 10-K, previously filed
with the SEC.
B Triple
Crown Finco, LLC and T Triple Crown Finco, LLC (collectively, the
“Parents”) and certain
affiliates and representatives of the Parents may be deemed to be participants in the solicitation
of proxies from the Company’s shareholders in connection with the transactions. Information
concerning the interests of the Parents and their affiliates and representatives in the
solicitation is set forth in the Company’s definitive proxy statement filed with the SEC in
connection with the transactions.
Item 9.01 Financial Statements and Exhibits
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2.1
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Amendment No. 1, dated April 18, 2007, to the Agreement and Plan of Merger, dated as of
November 16, 2006, by and among BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T
Triple Crown Finco, LLC and Clear Channel Communications, Inc. |
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99.1
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Press Release of Clear Channel Communications, Inc., issued April 18, 2007. |