Unclear closure for Clear Channel


However, the latest in a long series of hurdles — a platoon of skittish bankers — has shed new doubt on the transaction, and Clear Channel admitted that it cannot say when, or even if, the deal will close.

A release at the investor relations section of the company’s database gave a run-down of the current difficulties, said, "The closing of the Merger has not occurred." Then, under a forward-looking statement disclaimer, it noted a number of factors which could potentially prevent the deal from being consummated. There are 10 of them, as a matter of fact, listed under the click.

RBR/TVBR observation: The more skittish the legal department, the more inclusive the forward looking statement clauses may be in company releases. Perhaps this is a reason: The per-share offer to take the company private in 39.20; as of 3:30PM EDT, the most recent sale on the NYSE was for 28.26.

Ten reasons the Clear Channel deal may fail to close

There are many factors which could derail the Clear Channel/Bain/Lee transaction. They 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 have been or may be instituted against Clear Channel and others relating to the merger agreement;

(3) the inability to complete the Merger due to the failure to satisfy conditions to consummation of the Merger;

(4) the failure to obtain the necessary debt financing arrangements contemplated in debt financing commitment letters received in connection with the Merger;

(5) the failure of the Merger to close for any other reason;

(6) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the Merger;

(7) the effect of the Merger on our customer relationships, operating results and business generally;

(8) the ability to recognize the benefits of the Merger;

(9) the amount of the costs, fees, expenses and charges related to the Merger and the actual terms of the financings that will be obtained for the Merger; and

(10) the impact of the substantial indebtedness incurred to finance the consummation of the Merger. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Clear Channel’s ability to control or predict.

Source: Clear Channel