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Clear Channel pushes back vote

Vote on troubled $19.4 billion buyout deal delayed as board considers revised offer from private equity bidders.

By Grace Wong, CNNMoney.com staff writer

NEW YORK (CNNMoney.com) -- Clear Channel pushed back a shareholder vote on a proposed $19.4 billion buyout of the company on Monday, saying it was in talks with private equity bidders regarding a revised bid.

The decision comes as private equity firms Thomas H. Lee and Bain Capital attempt to salvage their deal to buy the radio station operator.

Clear Channel said a shareholder vote originally scheduled for Tuesday would be delayed until May 22 in order to give it time to consult with shareholders and review the bid.

The proposal values the company at $39.20 a share and changes the structure of the deal to allow shareholders to take an up to 30 percent stake in the company once it goes private.

The issuance of so-called "stub equity" has started cropping up in take-private deals as buyers seek to appease increasingly defiant investors.

Clear Channel's board rejected a similar offer by Lee and Bain last week, saying it would delay the shareholder meeting by as much as 90 days and was not certain to be approved by shareholders.

But the company said several shareholders have since urged the board to reconsider the terms.

The Clear Channel deal, which has been met with heavy shareholder opposition, seemed doomed for failure when the company said last week that it had already received enough votes to defeat the $39 a share offer.

Since the deal was announced last November, Lee and Bain have struggled to win over shareholders, who have groused that the buyout undervalues the firm.

The private equity firms originally offered $37.60 a share for Clear Channel. Amid signs that the deal would not receive approval, the private equity firms sweetened their bid to $39 a share last month.

That wasn't enough to sway leading proxy advisory service Institutional Shareholder Services, which said the $39 a share bid wasn't compelling enough for it to change its recommendation against the deal.

Proxy advisory service Glass Lewis also has come out against the deal, although Proxy Governance has recommended the offer.

Under Texas law, the deal requires two-thirds approval of all shareholders. Shareholders who do not vote are counted as voting against the deal. Top of page

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