UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): March 14, 2008
Clear Channel Communications, Inc.
(Exact name of registrant as specified in its charter)
         
Texas
(State or other jurisdiction
of incorporation)
  001-09645
(Commission File Number)
  74-1787539
(IRS Employer Identification No.)
         
200 East Basse Road
San Antonio, Texas

(Address of principal executive offices)
      78209
(Zip Code)
Registrant’s telephone number, including area code: (210) 822-2828
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 7.01 Regulation FD Disclosure.
     On March 14, 2008, Clear Channel Communications, Inc. (the “Company”) issued a press release announcing the completion of the sale of its Television Group, as described in Item 8.01 below. A copy of the press release is furnished as Exhibit 99.1.
Item 8.01 Other Events.
     On March 14, 2008, the Company completed the previously announced sale (the “Sale”) of its Television Group to Newport Television, LLC for $1.1 billion, subject to certain closing items including proration of expenses and adjustments for working capital. In connection with the completion of the Sale, certain subsidiaries of the Company entered into Amendment No. 1 to Asset Purchase Agreement (the “Amendment”), dated March 14, 2008, by and among Clear Channel Broadcasting, Inc., ABO Broadcasting Operations, LLC, Ackerley Broadcasting Fresno, LLC, AK Mobile Television, Inc., Bel Meade Broadcasting, Inc., Capstar Radio Operating Company, Capstar TX Limited Partnership, CCB Texas Licenses, L.P., Central NY News, Inc., Citicasters Co., Clear Channel Broadcasting Licenses, Inc., Clear Channel Investments, Inc. (collectively, the “Sellers”) and Newport Television, LLC (formerly known as TV Acquisition, LLC), an affiliate of Providence Equity Partners Inc. (the “Buyer”).
     The Amendment amends the Asset Purchase Agreement, dated as of April 20, 2007, by and among the Sellers and the Buyer, by (i) adjusting the purchase price to $1.1 billion, subject to certain closing items, (ii) adjusting the target net working capital to $132.5 million, (iii) adjusting the closing date for the Sale and (iv) making certain other nonmaterial amendments.
     The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached as Exhibit 2.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d)   Exhibits.
 
2.1   Amendment No. 1 to Asset Purchase Agreement, dated March 14, 2008, by and among Clear Channel Broadcasting, Inc., Ackerley Broadcasting Operations, LLC, Ackerley Broadcasting Fresno, LLC, AK Mobile Television, Inc., Bel Meade Broadcasting, Inc., Capstar Radio Operating Company, Capstar TX Limited Partnership, CCB Texas Licenses, L.P., Central NY News, Inc., Citicasters Co., Clear Channel Broadcasting Licenses, Inc., Clear Channel Investments, Inc. and Newport Television, LLC.
 
99.1   Press release dated March 14, 2008.

 


 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: March 20, 2008
         
  CLEAR CHANNEL COMMUNICATIONS, INC.
 
 
  By:   /s/ Herbert W. Hill, Jr.    
    Herbert W. Hill, Jr.   
    Sr. Vice President/Chief Accounting Officer   
 

 


 

Exhibit Index
     
Exhibit No.   Document Description
 
2.1
  Amendment No. 1 to Asset Purchase Agreement, dated March 14, 2008, by and among Clear Channel Broadcasting, Inc., Ackerley Broadcasting Operations, LLC, Ackerley Broadcasting Fresno, LLC, AK Mobile Television, Inc., Bel Meade Broadcasting, Inc., Capstar Radio Operating Company, Capstar TX Limited Partnership, CCB Texas Licenses, L.P., Central NY News, Inc., Citicasters Co., Clear Channel Broadcasting Licenses, Inc., Clear Channel Investments, Inc. and Newport Television, LLC.
 
   
99.1
  Press release dated March 14, 2008.

 

 

Exhibit 2.1
AMENDMENT NO. 1
TO
ASSET PURCHASE AGREEMENT
          This Amendment No. 1 to Asset Purchase Agreement (this “Amendment”), dated as of March 14, 2008, by and among the companies set forth as Seller on the signature pages hereto (collectively, “Seller”), Clear Channel Broadcasting, Inc., a Nevada corporation (“Clear Channel”), and Newport Television, LLC, a Delaware limited liability company formerly known as TV Acquisition, LLC (the “Buyer”) amends that certain Asset Purchase Agreement, dated as of April 20, 2007, by and among Seller, Clear Channel and the Buyer (the “Purchase Agreement”). Capitalized terms used and not defined herein shall have the meanings given to them in the Purchase Agreement.
          WHEREAS, the parties to the Purchase Agreement desire to amend the Purchase Agreement in certain respects as hereinafter provided;
          NOW, THEREFORE, in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in the Purchase Agreement and this Amendment, the parties hereto agree as follows:
  1.   Amendment Regarding Closing Purchase Price. Subject to Section 5 below, Section 1.6(a) of the Purchase Agreement is hereby amended by restating such subsection in its entirety as follows:
               “(a) Purchase Price. In consideration for the sale of the Station Assets to Buyer, Buyer shall, at Closing, (i) pay Seller, by wire transfer of immediately available funds an amount (the “Closing Purchase Price”) equal to One Billion One Hundred Million Dollars ($1,100,000,000.00) (the “Base Purchase Price”), and decreased by the amount, if any, by which $132,500,000 (the “Target Net Working Capital”) exceeds the Estimated Net Working Capital (as defined in Section 1.7(b)), and (ii) assume the Assumed Obligations (such consideration, collectively and as adjusted pursuant to Section 1.7(f), the “Purchase Price”). The portion of the Purchase Price that is to be paid by Buyer to each company that is a Seller hereunder as consideration for the Station Assets being sold by such Seller shall be allocated in accordance with Section 1.8.”
  2.   Amendment Regarding Closing. Subject to Section 5 below, Section 1.9 of the Purchase Agreement is hereby amended by restating such section in its entirety as follows:
            “1.9 Closing. Subject in any case to the prior termination of this Agreement pursuant to Section 10.1, the consummation of the sale and purchase of the Station Assets and the assignment and assumption of the Assumed Obligations provided for in this Agreement (the “Closing”) shall take place at the offices of Weil, Gotshal & Manges LLP at 767 5th Avenue, New York 10153, on the date hereof (the “Closing Date.” The Closing shall be effective as of 12:01 a.m. on the Closing Date (the “Effective Time”).”

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  3.   Amendment Regarding Adjustments to Estimated Net Working Capital. Section 1.7(f) of the Purchase Agreement is hereby amended by restating the first sentence and the second sentence of such subsection in their entirety as follows:
 
      “If the Target Net Working Capital is greater than the Estimated Net Working Capital (resulting in a downward adjustment to Base Purchase Price pursuant to Section 1.6(a)) and the Final Net Working Capital is greater than the Estimated Net Working Capital, then Buyer shall pay to Seller the difference between the Estimated Net Working Capital and the lesser of the Target Net Working Capital and the Final Net Working Capital. If the Final Net Working Capital is less than the Estimated Net Working Capital and is less than the Target Net Working Capital, then Seller shall pay to Buyer the difference between the Final Net Working Capital and the lesser of the Estimated Net Working Capital and the Target Net Working Capital.”
 
  4.   Amendment Regarding 401(k) Plan. Section 5.7(f) of the Purchase Agreement is hereby amended by restating such subsection in its entirety as follows:
          “(f) Buyer and Seller shall take all steps reasonably necessary to effectuate a plan to plan transfer within the meaning of Section 414(l) of the Code between Seller’s 401(k) plan and Buyer’s 401(k) plan with respect to all account balances of all Transferred Employees who participated in Seller’s 401(k) plan promptly and as soon as administratively practicable following the Closing. Such plan to plan transfer shall include both vested and unvested account balances and any outstanding 401(k) plan loans in effect at Closing under Seller’s 401(k) plan.”
  5.   Effectiveness. This Amendment shall become effective on the first date on which this Amendment has been executed by the each of the parties hereto.
 
  6.   Effect on Agreement. Upon execution of this Amendment by the each of the parties hereto, each reference in the Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import, and each similar reference in any document related thereto, or executed in connection therewith, shall mean and be a reference to the Purchase Agreement as amended by this Amendment, and the Purchase Agreement and this Amendment shall be read together and construed as one single instrument. This Amendment is intended to amend the Purchase Agreement. Except as specifically set forth herein, all other terms and conditions of the Purchase Agreement shall remain in full force and effect without modification.
 
  7.   Neutral Construction. The parties to this Amendment agree that this Amendment was negotiated fairly between them at arm’s-length and that the final terms of this Amendment are the product of the parties’ negotiations. Each party represents and warrants that it has sought and received legal counsel of its own choosing with regard to the contents of this Amendment and the rights and obligations affected hereby. The parties agree that this Amendment shall be deemed to have been jointly and equally drafted by them, and that the provisions of this Amendment therefore should not be

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      construed against a party or parties on the grounds that the party or parties drafted or was more responsible for drafting the
provision(s).
 
  8.   Section Headings; Construction. The headings of Sections in this Amendment are provided for convenience only and shall not affect its construction or interpretation. All words used in this Agreement shall be construed to be of such gender or number as the circumstances require.
 
  9.   Severability. If any court or governmental authority holds any provision in this Amendment invalid, illegal or unenforceable as applied to any party or to any circumstance under any applicable law, then, so long as no party is deprived of the benefits of the Agreement, as amended by this Amendment, in any material respect, (a) such provision, as applied to such party or such circumstance, is hereby deemed modified to give effect to the original written intent of the parties to the greatest extent consistent with being valid and enforceable under applicable law, (b) the application of such provision to any other party or to any other circumstance will not be affected or impaired thereby and (c) the validity, legality and enforceability of the remaining provisions of the Agreement, as amended by this Agreement, will remain in full force and effect.
 
  10.   Binding Effect. This Amendment shall be binding upon and inure to the benefit of each of the parties hereto and each of their respective successors and permitted assigns.
 
  11.   No Beneficiaries. Nothing in this Amendment expressed or implied is intended or shall be construed to give any rights to any person or entity other than the parties hereto and their successors and permitted assigns.
 
  12.   Governing Law. The construction and performance of this Amendment shall be governed by the laws of the State of New York without giving effect to the choice of law provisions thereof.
 
  13.   Counterparts. This Amendment may be executed in separate counterparts, each of which will be deemed an original and all of which together will constitute one and the same agreement. The exchange of copies of this Amendment and of counterpart signature pages by electronic or facsimile transmission shall constitute effective execution and delivery of this Amendment and may be used in lieu of the original Amendment for all purposes. Signatures of the parties transmitted electronically or by facsimile shall be deemed to be their original signatures for all purposes.
[SIGNATURE PAGE FOLLOWS]

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SIGNATURE PAGE TO AMENDMENT No. 1 TO ASSET PURCHASE AGREEMENT
     IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Asset Purchase Agreement as of the date set forth above.
             
BUYER:   NEWPORT TELEVISION, LLC
 
           
 
  By:   /s/ Richard L. Essex, Jr.
 
Name: Richard L. Essex, Jr.
Title: Secretary
   
 
           
CLEAR CHANNEL:   CLEAR CHANNEL BROADCASTING, INC.
 
           
 
  By:   /s/ Randall T. Mays    
 
           
 
      Name: Randall T. Mays
Title: President and Chief Financial Officer
   
 
           
SELLER:   ABO BROADCASTING OPERATIONS, LLC
 
           
 
  By:   /s/ Randall T. Mays    
 
           
 
      Name: Randall T. Mays
Title: President and Chief Financial Officer
   
 
           
    ACKERLEY BROADCASTING FRESNO, LLC
 
           
 
  By:   /s/ Randall T. Mays    
 
           
 
      Name: Randall T. Mays
Title: President and Chief Financial Officer
   
 
           
    AK MOBILE TELEVISION, INC.
 
           
 
  By:   /s/ Hamlet T. Newsom    
 
           
 
      Name: Hamlet T. Newsom
Title: Assistant Secretary
   


 

         
  BEL MEADE BROADCASTING, INC.
 
 
  By:   /s/ Randall T. Mays    
    Name:   Randall T. Mays   
    Title:   President and Chief Financial Officer   
 
   
         
  CAPSTAR RADIO OPERATING COMPANY
 
 
  By:   /s/ Randall T. Mays    
    Name:   Randall T. Mays   
    Title:   President and Chief Financial Officer   
 
   
         
  CAPSTAR TX LIMITED PARTNERSHIP
 
 
  By:   CBCGP, Inc., Its General Partner    
             
 
  By:   /s/ Randall T. Mays
 
Name: Randall T. Mays
   
 
      Title: President and Chief Financial Officer    
         
  CCB TEXAS LICENSES, L.P.
 
 
  By:   CCBL GP, LLC, Its General Partner    
             
 
  By:   /s/ Randall T. Mays
 
Name: Randall T. Mays
   
 
      Title: President and Chief Financial Officer    
         
  CENTRAL NY NEWS, INC.
 
 
  By:   /s/ Randall T. Mays    
    Name:   Randall T. Mays   
    Title:   President and Chief Financial Officer   
 

-S-


 

         
  CITICASTERS CO.
 
 
  By:   /s/ Randall T. Mays    
    Name:   Randall T. Mays    
    Title:   President and Chief Financial Officer   
         
  CLEAR CHANNEL BROADCASTING LICENSES, INC.
 
 
  By:   /s/ Randall T. Mays    
    Name:   Randall T. Mays    
    Title:   President and Chief Financial Officer   
 
  CLEAR CHANNEL BROADCASTING, INC.
 
 
  By:   /s/ Randall T. Mays    
    Name:   Randall T. Mays    
    Title:   President and Chief Financial Officer   
 
  CLEAR CHANNEL INVESTMENTS, INC.
 
 
  By:   /s/ Randall T. Mays    
    Name:   Randall T. Mays    
    Title:   President and Chief Financial Officer   
 

-S-

 

Exhibit 99.1
(CLEAR CHANNEL LOGO)
Contacts:
     
Media    
Lisa Dollinger
  Michele Clarke/Ray Yeung
Clear Channel Communications
  Brainerd Communicators, Inc.
(210) 822-2828
  (212) 986-6667
lisadollinger@clearchannel.com
  clarke@braincomm.com/
 
  yeung@braincomm.com
Investors
Randy Palmer
Clear Channel Communications
210-822-2828
randypalmer@clearchannel.com
Clear Channel Communications Completes Sale of Its Television Group
SAN ANTONIO — March 14, 2008 — Clear Channel Communications, Inc. (NYSE: CCU) announced today it has completed the sale of its Television Group to Newport Television, LLC for $1.1 billion, subject to certain closing items including proration of expenses and adjustments for working capital.
About Clear Channel Communications
Clear Channel Communications, Inc. (NYSE:CCU) is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premiere opportunities for advertisers. Based in San Antonio, Texas, the company’s businesses include radio, television and outdoor displays. More information is available at www.clearchannel.com.