Muddy Waters Surround Clear Channel
This article is from the archive of The New York Sun before the launch of its new website in 2022. The Sun has neither altered nor updated such articles but will seek to correct any errors, mis-categorizations or other problems introduced during transfer.

Not long ago, broadcast holding company Clear Channel, private equity firms Bain Capital and Thomas Lee, and banks such as Citigroup, Morgan Stanley, Deutsche Bank, Royal Bank of Scotland, and Wachovia resembled Midas: What they touched turned to gold. They worked together; they made money together.
Clear Channel was to be privately acquired by Bain and Thomas Lee this week. The deal has not closed, and now the matter rests with the courts. So, instead of board rooms, Clear Channel and its financial partners now meet in various courts — sometimes to defend the Gordian knot that binds them, other times to untie it. What has happened? Is this a pattern likely to be repeated in other deals in this financially challenged market?
It is impossible for outsiders to decipher the contracts and legal merits among the parties. That properly is for the courts to decide. But the court proceedings have not stopped curiosity about the impasse. The standard explanation is that both market and credit conditions deteriorated between the announcement of the private plan in November 2006 and today, making previous financial agreements untenable.
Other factors, however, are likely at play. Market conditions have deteriorated during prior deals, yet this did not result in legal disputes between investment parties and their bankers. The AOL-Time Warner deal, for example, closed in January 2001, just as the market was falling rapidly. So too with the Deutsche Telekom-Voicestream deal in spring 2001, and the AT&T-Comcast merger in 2002. Other deals closed in the midst of deteriorating market and credit conditions — including several this year — without court disputes erupting between the investors and the bankers. Other deals remain in the pipeline without apparent threat of litigation.
The peculiar circumstances surrounding the breakdown of the Clear Channel deal is due, in part, to its meteoric rise to the largest holder of commercial radio stations and outdoor advertising in the world from a small regional company.
The company has a storied history, a Texas-size version of the American business success story. Sixteen years ago, few people outside of San Antonio had heard of Clear Channel, a company that held a few radio stations. In 1992, and again in 1996, Congress relaxed radio ownership rules, permitting a single company to own more stations both in one market and nationally.
Perhaps none more than the Mays brothers, who controlled Clear Channel, saw the economic potential from the joint ownership of large groups of radio stations. For example, relative to selling advertising for a single station targeting a single demographic profile, the efficiencies of selling advertising for a portfolio of stations each targeting a different demographic profile were enormous. So too were the efficiencies of selling national advertising for a national chain of radio stations. Within a few years, Clear Channel transformed itself. Clear Channel became bigger than life, its growth meteoric. Banks that financed the expansion of Clear Channel made money.
In Washington, corporate size begets envy and animosity. Clear Channel’s executives became the poster children for politically potent anti-media-consolidation movements. Clear Channel had more than a few challenges with this deal, including an attempt to sell off television station assets to Providence Equity. That complex transaction requiring regulatory approval, long delayed and threatened with litigation. It was settled only recently at a discounted price.
The deal to take the residual of Clear Channel private received approval from the Department of Justice only in February — more than 15 months after the original announcement. In the meantime, not only has the radio and advertising market declined, but so too has the investment banking business.
Obtaining all necessary legal and regulatory approvals for a highly visible Clear Channel deal has likely taken longer than either investors or bankers hoped. The Department of Justice was not hasty in its review. If the deal had closed six months after it was announced — an outcome possible for a smaller, less visible company — the current financial and legal problems would likely have been averted.
Clear Channel’s situation is not necessarily a good predictor of the fate of other companies involved in deals, or other companies in the radio broadcasting business. Consistent with its fabled history, Clear Channel is a little different from every other company.
A former FCC commissioner, Mr. Furchtgott-Roth is president of-Furchtgott-Roth Economic Enterprises. He can be reached at hfr@furchtgott-roth.com.