Exhibit 99.1
Clear Channel Communications, Inc. Enters into Merger Agreement with Private Equity Group
Co-Led By Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.
Clear Channel Shareholders offered $37.60 per share in cash; Transaction valued at $26.7 billion
San Antonio, Texas, November 16, 2006...Clear Channel Communications, Inc. (NYSE: CCU), a
global leader in the out-of-home advertising industry, today announced the execution of a
definitive merger agreement with a group led by Thomas H. Lee Partners, L.P. and Bain Capital
Partners, LLC, 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 $8.0
billion of net debt.
Under the terms of the agreement, Clear Channel shareholders will receive $37.60 in cash for each
share of Clear Channel common stock they hold, representing a premium of approximately 25% over
Clear Channels average closing share price of $29.99 during the 30 trading days ended October 24,
2006, the day before the Company first acknowledged that it was evaluating strategic alternatives.
Morgan Stanley, Citigroup, and Deutsche Bank as well as Credit Suisse, RBS and Wachovia are acting
as financial advisors and providing firm financing commitments to the private equity group. Morgan
Stanley, Citigroup, Deutsche Bank, Credit Suisse and RBS are also providing equity commitments.
The board of directors of Clear Channel, with the interested directors recused from the vote, has
unanimously approved the merger agreement and has resolved to recommend that Clear Channels
shareholders adopt the agreement. A special advisory committee consisting of disinterested
directors unanimously determined the terms of the transaction to be fair.
Mark P. Mays, the Chief Executive Officer of Clear Channel, said, We are very pleased to announce
this transaction which provides substantial value to our shareholders. We look forward to working
with Thomas H. Lee Partners and Bain Capital Partners to continue our business plan to provide
exceptional programming to our audiences and value to our advertising partners.
Scott Sperling, Co-President of Thomas H. Lee Partners, stated, Clear Channel is one of the
nations truly great companies that has the finest collection of outdoor and radio assets in the
industry. We are extremely pleased to be partnered with the management team led by Mark and
Randall Mays and to have the opportunity to work with them and to grow this company that was
created by its Chairman and founder, L. Lowry Mays. Clear Channel has tremendous long term growth
opportunities in both the radio and outdoor businesses and we look forward to partnering with Mark
and Randall to create value in the years ahead.
John Connaughton, a Managing Director at Bain Capital, said, We are very impressed with Clear
Channels strong management team and the companys leadership positions in a variety of markets
and media formats. Clear Channel is an exceptional media franchise that is well-positioned to grow
thanks to the solid foundation the Mays family has created. We look forward to partnering with
Clear Channel as it continues to innovate in meeting the changing needs of the audiences and
advertisers it serves.
The merger does not require the consent of unsecured note holders and is not conditioned upon a
merger, consolidation or going private transaction involving Clear Channel Outdoor Holdings, Inc.
The merger is subject to the approval of Clear Channels shareholders, requisite regulatory
approvals and customary closing conditions. Under the merger agreement, Clear Channel may solicit
competing
bids from third parties through December 7, 2006, and may negotiate with parties that
submit competing proposals by that time until January 5, 2007.
Clear Channel may, at any time, subject to the terms of the merger agreement, respond to
unsolicited proposals. If Clear Channel accepts a superior proposal, a break up fee would be
payable by the Company. There can be no assurance that the solicitation of proposals will result
in any alternative transaction.
At the request of the disinterested directors, three members of senior management have agreed to
significantly reduce payments that could be payable upon a change of control by an amendment to
their employment agreements.
Clear Channel also today announced, by separate press release, that it intends to solicit buyers
for 448 radio stations in selected small markets as well as for its television broadcasting
division. The merger is not conditioned on the consummation of any of these sale transactions.
Goldman, Sachs & Co. is acting as exclusive financial advisor to Clear Channel and Lazard Frères &
Co. LLC is acting as financial advisor to the special advisory committee. Goldman, Sachs & Co. and
Lazard Frères & Co. LLC have each delivered a fairness opinion to the Board and special advisory
committee, respectively. Akin Gump Strauss Hauer & Feld LLP is acting as legal advisor for Clear
Channel and Sidley Austin LLP is acting as legal advisor for the special advisory committee. Ropes
& Gray LLP and Dow Lohnes PLLC are serving as legal advisors to the private equity group.
About Clear Channel Communications
Clear Channel Communications, Inc. (NYSE:CCU) is a global media and entertainment company
specializing in gone from home entertainment and information services for local communities and
premiere opportunities for advertisers. Based in San Antonio, Texas, the companys businesses
include radio, television and outdoor displays. More information is available at
www.clearchannel.com.
About Bain Capital Partners, LLC
Bain Capital (www.baincapital.com) is a global private investment firm that manages several pools
of capital including private equity, high-yield assets, mezzanine capital and public equity with
more than $40 billion in assets under management. Since its inception in 1984, Bain Capital has
made private equity investments and add-on acquisitions in over 230 companies around the world,
including investments in a broad range of companies such as Burger King, Warner Chilcott, Toys R
Us, AMC Entertainment, Sensata Technologies, Burlington Coat Factory and ProSiebenSat1 Media.
Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Tokyo, Hong Kong and
Shanghai.
About Thomas H. Lee Partners, LP
Thomas H. Lee Partners, L.P. is one of the oldest and most successful private equity investment
firms in the United States. Since its founding in 1974, THL Partners has become the preeminent
growth buyout firm, investing approximately $12 billion of equity capital in more than 100
businesses with an aggregate purchase price of more than $100 billion, completing over 200 add-on
acquisitions for portfolio companies, and generating superior returns for its investors and
partners. The firm currently manages approximately $20 billion of committed capital. Notable
transactions sponsored by the firm include Dunkin Brands, VNU, Michael Foods, Houghton Mifflin
Company, Fisher Scientific, Experian, TransWestern, Snapple Beverage and ProSiebenSat1 Media.
Important Additional Information will be filed with the SEC
In connection with the proposed merger, Clear Channel will file a proxy statement with the
Securities and Exchange Commission (the SEC). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ
THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE MERGER AND THE PARTIES THERETO. Investors and security holders may obtain a free copy of the
proxy statement (when available) and other documents filed by Clear Channel at the SECs website at
http://www.sec.gov. The proxy statement and other documents may also be obtained for free from
Clear Channel by directing such request to Clear Channel, Inc., Investor Relations, 200 E. Basse
Road, San Antonio, Texas 78209, Telephone (210) 822-2828.
Clear Channel 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 merger. Information concerning the interests of Clear Channels
participants in the solicitation, which may be different than those of Clear Channel shareholders
generally, is set forth in Clear Channels proxy statement for its 2006 Annual Meeting of
Shareholders previously filed with the Securities and Exchange Commission, and in the proxy
statement relating to the merger when it becomes available.
Cautionary Note Regarding Forward-Looking Statements
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 occurrence of any event, change or other circumstances
that could give rise to the termination of the merger agreement; (2) the outcome of any legal
proceedings that may be instituted against Clear Channel and others following announcement of the
merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder
approval or the failure to satisfy other conditions to completion of the merger, including the
receipt of shareholder approval and expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976; (4) the failure to obtain the necessary debt financing
arrangements set forth in commitment letters received in connection with the merger; (5) risks that
the proposed transaction disrupts current plans and operations and the potential difficulties in
employee retention as a result of the merger; (6) the ability to recognize the benefits of the
merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the
actual terms of certain financings that will be obtained for the merger; and (8) the impact of the
substantial indebtedness incurred to finance the consummation of the merger; and other risks that
are set forth in the Risk Factors, Legal Proceedings and Management Discussion and Analysis of
Results of Operations and Financial Condition sections of Clear Channels SEC filings. Many of
the factors that will determine the outcome of the subject matter of this press release are beyond
Clear Channels 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.
Contacts:
Clear Channel Communications, Inc. Investors
Randy Palmer
Senior Vice President of Investor Relations
(210) 822-2828
Clear Channel Communications, Inc. Media
Lisa Dollinger
Chief Communications Officer
(210) 822-2828
Thomas H. Lee Partners
Matt Benson
(415) 618-8750
Bain Capital Partners
Alex Stanton
(212) 780-0701