(CelebrityAccess MediaWire) —
Clear Channel Communications's spin-off of its wholly-owned subsidiary CCE Spinco, Inc is expected to be on December 21, 2005. Prior to the spin-off, Clear Channel Communications will transfer to CCE Spinco the business currently conducted by its Entertainment Group segment.
Under the terms of the transaction, Clear Channel Communications will distribute all of the shares of CCE Spinco common stock held by Clear Channel Communications to its stockholders by means of a share dividend. These shares represent all of CCE Spinco's outstanding common stock. Following the distribution, Clear Channel Communications will not own any shares of CCE Spinco, and CCE Spinco will be an independent, publicly-traded company listed under the symbol "LYV" on the New York Stock Exchange. Payment of the share dividend is subject to final clearance from the Securities and Exchange Commission and the New York Stock Exchange, closing of a senior secured credit facility for, and certain other securities offerings by, CCE Spinco, and other conditions set forth in the registration statement on Form 10, as amended, filed by CCE Spinco with the Securities and Exchange Commission.
The terms of the share dividend are: Clear Channel Communications will distribute to each holder of Clear Channel Communications common stock one share of CCE Spinco common stock for every eight shares of Clear Channel Communications common stock held by such stockholder on December 14, 2005, the record date for the distribution. The distribution will occur on or about December 21, 2005. No fractional shares of CCE Spinco common stock will be distributed. In lieu of fractional shares, Clear Channel Communications stockholders will receive cash, which generally will be taxable. –Bob Grossweiner and Jane Cohen