Clear Channel Buyers Reach Voting Agreement
May 30, 2007 at 6:41 AM (PT)
HIGHFIELDS CAPITAL MANAGEMENT has executed a Voting Agreement with BAIN CAPITAL PARTNERS and THOMAS H. LEE PARTNERS regarding the acquisition of CLEAR CHANNEL COMMUNICATIONS by the private equity group. HIGHFIELDS CAPITAL MANAGEMENT advises investment funds that beneficially own 5% of CLEAR CHANNEL's common stock. Under the Voting Agreement, HIGHFIELDS CAPITAL has agreed to vote all of its CLEAR CHANNEL shares in favor of the proposed transaction.
As part of the Voting Agreement, the private equity group has agreed that CLEAR CHANNEL's post-closing Certificate of Incorporation will include provisions intended to assure public shareholders who elect to receive stock in the surviving entity equal treatment in all dividends and other distributions, representation on the Board of Directors of the surviving entity and certain other rights following completion of the merger. Also as part of the Voting Agreement, the private equity group has agreed that, subject to certain exceptions, affiliate transactions between CLEAR CHANNEL and the private equity group, or their affiliates, will be prohibited unless approved by either the public shareholders of CLEAR CHANNEL or the independent directors who will represent them.
"These agreements with THL PARTNERS and BAIN CAPITAL are the result of a process we began on MAY 3, 2007, with a term sheet that outlined a transaction to give public shareholders a continued opportunity to share in CLEAR CHANNEL's future, while preserving the all-cash option that was contemplated by the original merger agreement," said HIGHFIELDS CAPITAL Sr. Managing Dir. JONATHON S. JACOBSON.