Adviser joins Clear Channel nay-sayers

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SAN ANTONIO -- A major adviser to institutional shareholders issued a report Thursday recommending a vote against a proposed leverage buyout of Clear Channel Communications Inc.

New York-based Institutional Shareholder Services said the offer from a private equity group isn't high enough.

ISS added its voice to the growing chorus of opposition to the $18.7 billion buyout of the nation's largest radio station owner.

Despite heavy campaigning by the company and its executives to convince shareholders to accept the $37.60-per-share offer, two large shareholders have already said they will vote against the deal. Another institutional investor adviser, Glass Lewis & Co., has also recommended against the deal.

The shareholder vote, initially scheduled for earlier this month, was postponed until April 19 to allow newer shareholders to cast votes on the deal.

Two-thirds of shareholders must support it, and two of the largest shareholders, Fidelity Management and Research and Highfields Capital Management, have already indicated they will oppose the buyout. Combined, the funds own roughly 15% of outstanding shares. Shareholders who don't vote will be counted as "no" votes.

The ISS report was tepid in its opposition, saying, "To be sure, this is not an easy call for shareholders."

But the firm sided with those opposed, who see growth potential in Clear Channel's outdoor advertising segment.

The company board and the private equity group attempting the buyout, led by Bain Capital Partners LLC and Thomas H. Lee Partners LP, have consistently said the offer, a 10.2% premium over the share price the day it was announced, is the best deal available.

Clear Channel issued a statement late Thursday again urging shareholders to approve the leveraged buyout, "which we firmly believe results in the greatest value and delivers the greatest certainty to shareholders."

Clear Channel shares closed up 27 cents to $34.81 on Thursday in trading on the New York Stock Exchange.
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