Boston buyout firms sue banks to force $19b Clear Channel deal
Bain Capital and Thomas H. Lee Partners have filed lawsuits against six banks to try to force them to finance the $19.5 billion buyout of Clear Channel Communications Inc., a deal that was inked last year but has imploded with the crash of the credit markets.
The lawsuit is a remarkable bookend on a period of loose credit that fueled multibillion-dollar acquisitions in 2006 and early 2007 -- a period that abruptly ended in July. At no time in recent memory have Bain or THL, both Boston-based buyout firms, sued their banking partners over a deal.
In a joint statement, Bain Capital and THL said, "We are disappointed and dismayed that the banks have chosen not to fund the transaction under the terms of the binding commitments they entered into almost a year ago. It seems clear that lenders' remorse set in when credit markets worsened."
The banks, for their part, are trying to save themselves from losses of $3 billion to $4 billion that they would now incur. Under the terms they offered in May, executives involved in the deal said, the banks would immediately lose money in today's market, because the slices of the loans they ordinarily sell off to investors are trading at 75 cents to 80 cents on the dollar.
The banks being sued are Citigroup Inc., Deutsche Bank AG, Credit Suisse Group, Morgan Stanley, Royal Bank of Scotland Group, and Wachovia Corp. They had promised to provide $22.1 billion for the $39.20-a-share acquisition of Clear Channel, a San Antonio, Texas, media giant that owns radio and television stations and advertising bill boards. Clear Channel is a plaintiff in one of the lawsuits.
Kevin Landry, a well-known private equity executive and chairman of TA Associates in Boston, said it's no surprise the banks want out. "It's just another way overpriced '07 deal, and anybody in their right mind would try to get out of it."
The banks, as a group, claimed they were still willing to do the deal. In a statement, they said, "The bank group presented the sponsors with credit agreements fully consistent and compliant with the commitment Letter. The Bank Group has been and remains prepared to honor the obligations as set forth in that letter. We believe the suits are without merit and will contest them vigorously."
However, an executive involved in the Clear Channel deal said that in recent days and weeks, the banks have, in fact, back-pedaled on the original deal. They banks wanted to raise the interest rate they were offering, a proposal the private equity firms rejected. And most recently, they inserted what one dealmaker called a "poison" term that would have limited Clear Channel's ability to use its cash flow or revolving credit lines to refinance some older debt on its books.
Those were terms the private equity investors would not accept, the executive said, speaking on condition of anonymity because of the pending lawsuit.
The lawsuits were filed in state courts in New York and Bexar County, Texas. The Texas suit alleges that the banks are "refusing to execute necessary documents in an overt effort to 'run out the clock' and cause [their] merger agreement to collapse" and are "fabricating false reasons to refuse to proceed with the transaction." The deadline to complete the deal is June 12.
(By Beth Healy, Globe staff)
A copy of the New York complaint can be viewed here; a copy of the Texas complaint can be viewed here.