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Goldman's Clear Channel Gambit

Goldman Sachs (GS - Get Report) is raking in at least $40 million for advising on the $18.7 billion buyout of radio station chain Clear Channel (CCU - Get Report). That's not too shabby for about three months worth of work.

But the deal payout for Wall Street's premier investment firm could have been even bigger, a recent regulatory filing shows.

Goldman Sachs twice tried to emerge as the primary financier for the big leveraged buyout, even though it was hired by Clear Channel in August to advise the company on finding a private equity buyer. The filing says Goldman Sachs offered to put together a debt financing package "to facilitate the sale process, noting that no buying group would be obligated to use Goldman Sachs as its debt financing source.''

The first time Goldman Sachs raised the idea of putting together a financing package for the four groups of buyout firms that were eyeing the company was on Sept. 25. Clear Channel's outside directors rejected the idea, fearing it could pose a conflict of interest.

But as the initial Nov. 10 deadline for selecting a buyer grew closer, Clear Channel's board changed its mind in late October and gave Goldman Sachs the green light to approach the buyers, providing it "offered the same package of debt financing to each consortium.''

With the buyout firms looking to issue more than $20 billion in new debt to pay for the deal, Goldman Sachs had the potential to make tens of millions of dollars more in bond underwriting fees. In the end, Goldman Sachs wasn't included in the group of banks that will provide financing for the deal. But the behind-the-scenes maneuvering by Goldman Sachs reveals some of the hardball tactics Wall Street's top players are using to maximize their profits in the red-hot LBO market.

On Wall Street this type of pre-packaged financing for an LBO is sometimes referred to as stapled financing. In the past two years, it's become increasingly common for investment firms serving as an advisor to a company to put together a financing package, in order to demonstrate to prospective buyers the ease with which financing could be lined up. But some say the situation is fraught with potential conflicts of interest.
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CCU $22.35 1.59%
C $46.73 -1.16%
DB $19.46 2.31%
GS $164.50 -1.40%
MS $27.23 -1.09%


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