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Clear Channel May Get Buyout Offers of $18 Billion (Update5)

By Brett Cole and Dana Cimilluca

Nov. 13 (Bloomberg) -- Clear Channel Communications Inc., the largest U.S. radio broadcaster, may receive at least two competing takeover offers later today from leveraged buyout groups that value the company at about $18 billion, two people with knowledge of the bids said.

Blackstone Group LP, Kohlberg Kravis Roberts & Co. and Providence Equity Partners Inc. plan to submit a proposal, said the people, who declined to be identified because the bids are secret. Bain Capital LLC plans to make an offer with Texas Pacific Group and Thomas H. Lee Partners LP, they said.

Clear Channel's board, which includes three members of the founding Mays family, put the San Antonio-based company up for auction last month after asset sales and share buybacks failed to boost the stock price. Clear Channel has lost more than 60 percent of its market value since the stock peaked in 2000 as radio stations lose advertising revenue to the Internet and satellite competitors.

``LBO firms are interested in Clear Channel because the stock price reflects the attack of the Internet and other media, and Clear Channel has made the necessary adjustments to succeed long term,'' said Fred Moran, a Boca Raton, Florida-based analyst at Stanford Group. He has a ``hold'' rating on the shares.

The Blackstone team is considered the frontrunner because it was the first to approach Clear Channel, two people familiar with the situation said. The deadline for proposals was pushed back to today from Nov. 10.

Price Estimates Vary

Apollo Management LP, based in New York, and the Washington- based Carlyle Group were considering a bid, as were New York- based Cerberus Capital Management LP and Oak Hill Capital Partners of Menlo Park, California, people familiar with their plans said. It's not known whether they intend to submit offers.

The Blackstone and Bain groups may offer $36 to $38 a share, the people said. Moran, who doesn't own Clear Channel stock, values the Clear Channel at $40 a share. James Goss, a Chicago- based analyst at Barrington Research Associates Inc., puts the figure at $36 a share.

Clear Channel fell 59 cents, or 1.7 percent, to $34.38 at 4:16 p.m. in New York Stock Exchange composite trading, giving it a market value of $17 billion. It has $6.8 billion of long-term debt.

Officials for Clear Channel and the buyout firms declined to comment.

Clear Channel Chief Executive Officer Mark Mays, 43, tried several moves to boost the company's share price. He sold 10 percent of the company's outdoor-advertising unit, Clear Channel Outdoor Holdings Inc., to the public in 2005. At the same time, he spun off its concert division, now called LiveNation.

Family Management

JCDecaux SA, the world's second-biggest outdoor advertising seller, may want to buy Clear Channel Outdoor, JCDecaux's joint- Chief Executive Officer Jean-Francois Decaux said in an interview with the Wall Street Journal on Nov. 8.

Mays in September authorized a $1 billion share buyback. From March 2004 until September, Clear Channel had repurchased about $4.3 billion of its shares, the company said at that time.

Mays's father, Lowry Mays, 71, is chairman of Clear Channel and his brother Randall is president and chief financial officer. Randall Mays, 41, is a former Goldman Sachs mergers and acquisitions banker.

Severance Packages

The executives have severance agreements that would pay them seven years of salary and bonus in case they leave after a takeover. They also each could receive options for 1 million shares at ``fair market value,'' full vested and exercisable for 10 years.

Clear Channel's third-quarter profit rose 8.2 percent on increasing advertising sales at its radio stations. Profit from continuing operations climbed to $185.9 million, or 38 cents a share, from $171.8 million, or 32 cents, a year earlier. Sales increased to $1.79 billion from $1.68 billion.

The company said on Oct. 25 that it had hired Goldman Sachs Group Inc. to advise it on a potential sale. Lazard Ltd. is the adviser to a special committee of the board that will consider the bids.

The offered price of credit-default swaps based on $10 million of Clear Channel bonds rose 0.6 percent to $284,800 from $283,200 on Nov. 10, according to data compiled by Credit Market Analysis. An increase in price indicates deterioration in the perception of credit quality; a decline suggests improvement.

The contracts have more than doubled since the company put itself up for sale.

Credit-Default Swaps

Credit-default swaps are financial instruments based on bonds and loans that are used to speculate on a company's ability to repay debt. They were conceived to protect bondholders against default, and pay the buyer face value in exchange for the underlying securities should the company fail to adhere to its debt agreements.

Clear Channel's 6.25 percent notes due in 2011 fell 0.13 cent to 95.79 cents on the dollar, the yield rising 4 basis points, or 0.04 percentage point, to 7.4 percent, according to Trace, the bond price reporting service of the NASD. The extra yield investors demand to hold the Clear Channel note over government debt increase about 1 basis point to 281 basis points today.

Providence Equity, based in the Rhode Island city of the same name, Boston-based Thomas H. Lee Partners and Fort Worth, Texas-based Texas Pacific collaborated on the Univision deal. New York-based KKR was part of a group that acquired VNU NV, the Dutch owner of Billboard magazine, earlier this year for 7.58 billion euros.

Boston-based Bain, Thomas H. Lee and New York-based Blackstone teamed up a year ago with Cumulus Media Inc. to buy Susquehanna Pfaltzgraff Co.'s radio unit for $1.2 billion, giving Cumulus control of 343 stations in 67 U.S. cities.

To contact the reporters on this story: Brett Cole in New York at coleb@bloomberg.net; Dana Cimilluca in New York at dcimilluca@bloomberg.net

Last Updated: November 13, 2006 17:32 EST

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