Approval of the revised Clear Channel Communications buyout/recapitalization seems virtually assured, with former dissident shareholder Highfields Capital signing a voting agreement to vote its 5% stake in favor of the deal. Highfields will be seeking as much as it can get of the 30% stake available to current shareholders and will get one of the 12 seats on the new board of directors.
According to its SEC filing, Highfields inked the deal Saturday (5/26) with Bain Capital and Thomas H. Lee Partners, who have an offer pending to take Clear Channel private at 39.20 per share in cash or, up to that 30% limit, stock in the new company. Highfields is now required to vote all 24,854,400 of its shares in favor of the buyout. In turn, Bain and Lee have agreed that the public shareholders will have at least two representatives on the board. Highfields will get to select one of the initial board members and nominate that person or his successor for election to the board at each annual shareholders meeting. The second public shareholders seat is to be filled by the board's nominating committee in consultation with Highfields and any shareholder who holds 3% or more of the company's outstanding shares.
RBR observation: No date has been set for the actual vote on the revised offer, since the complicated terms have to be reduced to writing and new proxies mailed out to shareholders, but it is looking more and more like this is in the bag. For other radio companies, that means that once Clear Channel finishes off the current auction of a group of small market radio stations, it will have to get ready for some big market sales that will be required to comply with FCC ownership limits as the change of ownership takes place. That will put some very interesting big radio properties up for grabs.