8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date Of Report (Date Of Earliest Event Reported): July 30, 2008

CLEAR CHANNEL COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas
(State or Other Jurisdiction of Incorporation)

001-09645	74-1787539
(Commission File Number)	(IRS Employer Identification No.)

200 East Basse Road
San Antonio, Texas 78209
(Address of Principal Executive Offices, Including Zip Code)

210-822-2828
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))

INFORMATION TO BE INCLUDED IN THIS REPORT

Item 1.01 Entry into a Material Definitive Agreement.

     Please see the description of the Credit Agreements, Purchase Agreements, Indenture, Supplemental Indenture, Notes, Management Agreement and Registration Rights Agreement as set forth in Item 1.01 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. (“CC Media”) with the Securities and Exchange Commission (the “SEC”) on July 30, 2008, which descriptions are incorporated herein by reference.

     In connection with the Merger (as defined below) and effective as of the consummation of the Merger, Clear Channel Communications, Inc. (the “Company”), Mergerco (as defined below) and CC Media entered into employment agreements with each of Randall T. Mays, Mark P. Mays and L. Lowry Mays, each such employment agreement amending and restating in its entirety each executive’s existing employment agreement with the Company. Additionally, effective as of the consummation of the Merger, Clear Channel Broadcasting, Inc., a wholly-owned subsidiary of the Company has entered into a new employment agreement with John Hogan, President and Chief Executive of the Company’s radio division. The description of the employment agreements set forth in Item 1.01 to CC Media’s Current Report on Form 8-K filed with the SEC on July 30, 2008 is incorporated herein by reference. The description of the employment agreements set forth herein does not purport to be complete and is qualified in its entirety by the provisions of the employment agreements, which are incorporated herein by reference and which have been filed as Exhibits 10.5, 10.6, 10.7 and 10.8 to CC Media’s Current Report on Form 8-K filed with the SEC on July 30, 2008.

Item 1.02 Termination of a Material Definitive Agreement.

     In connection with the consummation of the Merger, the Company repaid in full all outstanding loans together with interest and all other amounts due in connection with such repayment under the Credit Agreement, dated July 13, 2004, by and among the Company, Bank of America, N.A., JPMorgan Chase Bank, and certain other lenders. No penalties were due in connection with such repayment.

     On July 30, 2008, prior to the consummation of the Merger the Company terminated its 2000 Employee Stock Purchase Plan. In addition, except with respect to certain stock options and shares of restricted stock of the Company that were converted into stock options and shares of restricted stock of CC Media as of July 30, 2008 (the “Rollover Awards”), the Company terminated each of the following incentive plans: the Company’s 1994 Incentive Stock Option Plan; 1994 Nonqualified Stock Option Plan; 1998 Stock Incentive Plan; 2001 Stock Incentive Plan and Sharesave Scheme; The Ackerly Group, Inc. Fifth Amended and Restated Employees Stock Option Plan; The 1998 AMFM Inc. Stock Option Plan; The 1999 AMFM Inc. Stock Option Plan; Capstar Broadcasting Corporation 1998 Stock Option Plan; Jacor Communication, Inc. 1997 Long-Term Incentive Stock Plan; The Marquee Group, Inc. 1996 Stock Option Plan; SFX Entertainment, Inc.1998 Stock Option and Restricted Stock Plan; and SFX Entertainment, Inc. 1999 Stock Option and Restricted Stock Plan. Each of the incentive plans under which the Rollover Awards were granted (the 1998 Stock Incentive Plan, the 2001 Stock Incentive Plan, the Jacor Communications, Inc. 1997 Long-Term Incentive Stock Plan, The Marquee Group, Inc. 1996 Stock Option Plan, and the SFX Entertainment, Inc. 1999 Stock Option Plan and Restricted Stock Plan) will terminate only at the time when the last outstanding Rollover Award granted under such plan expires or, in the case of options, is exercised or, in the case of restricted stock, is no longer subject to restrictions.

Item 2.01 Completion of Acquisition or Disposition of Assets.

     On July 30, 2008, the Company announced completion of its previously announced merger (the “Merger”) with BT Triple Crown Merger Co., Inc. (“Mergerco”), an indirect wholly owned subsidiary of CC Media, a corporation formed by private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. (collectively, the “Sponsors”). The Merger was completed pursuant to the Agreement and Plan of Merger, dated November 16, 2006, as amended on April 18, 2007, May 17, 2007 and May 13, 2008 (the “Merger Agreement”). As a result of the Merger, each issued and outstanding share of the Company, other than shares held by the Sponsors and shares held by shareholders who properly demanded and perfected their appraisal rights in accordance with Texas law, will either be exchanged for (i) $36.00 in cash consideration, without interest, or (ii) one

share of Class A common stock of CC Media. A copy of the press release announcing the completion of the Merger is furnished with this Current Report on Form 8-K as Exhibit 99.1 attached hereto.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

     As a result of the Merger, the Company no longer fulfills the numerical listing requirements of the New York Stock Exchange (“NYSE”). Accordingly, on July 18, 2008, the Company requested that NYSE file with the Securities and Exchange Commission (the “SEC”) a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 25 thereby effecting the delisting of the Company’s shares of common stock from NYSE and the deregistration of the Company’s shares of common stock under the Exchange Act. The Company will also file with the SEC a Certification on Form 15 under the Exchange Act to suspend the Company’s reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

     In the Merger, each share of Company common stock, other than shares held by the Sponsors and shares held by shareholders who properly demanded and perfected their appraisal rights in accordance with Texas law, were cancelled and converted into the right to receive either $36.00 in cash consideration, without interest, or one share of CC Media Class A common stock.

Item 5.01 Changes in Control of Registrant.

     On July 30, 2008, pursuant to the terms of the Merger Agreement, the Company merged with an indirect wholly owned subsidiary of CC Media, with the Company being the surviving corporation in the Merger. In the Merger, all Company common stock, other than shares held by the Sponsors and shares held by shareholders who properly demanded and perfected their appraisal rights in accordance with Texas law, were cancelled and converted into the right to receive $36.00 per share in cash consideration, without interest, or one share of Class A common stock in CC Media, per share of Company common stock. The aggregate purchase price paid for all of the equity securities of the Company was approximately $17.1 billion, which purchase price was funded by equity financing from Sponsors and the new credit facilities and debt securities described in Item 1.01 above.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

     In connection with the Merger, Alan D. Feld, Perry J. Lewis, L. Lowry Mays, B.J. McCombs, Phyllis Riggins, Theodore H. Strauss, J.C. Watts, John H. Williams and John B. Zachry voluntarily resigned from the board of directors of the Company on July 30, 2008. Following the Merger and appointments to fill vacancies on the board of directors, the board of directors of the Company is now comprised of the following individuals: Mark P. Mays, Randall T. Mays, David Abrams, Steve Barnes, Richard J. Bressler, Charles A. Brizius, John Connaughton, Ed Han, Jonathon S. Jacobson, Ian K. Loring, Scott M. Sperling and Kent R. Weldon.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

     Upon filing the articles of merger, the Company’s existing articles of incorporation were amended, as reflected in Exhibit 3.1 to this report, and are incorporated herein by reference.

Item 9.01 Financial Statements And Exhibits.

3.1	Amendments to Articles of Incorporation of Clear Channel Communications, Inc.
10.1	Amended and Restated Employment Agreement, dated July 28, 2008, by and between CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc. and Randall T. Mays. Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.

10.2	Amended and Restated Employment Agreement, dated July 28, 2008, by and between CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc. and Mark P. Mays. Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.
10.3	Amended and Restated Employment Agreement, dated July 28, 2008, by and between CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc. and L. Lowry Mays. Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.
10.4	Employment Agreement, dated June 29, 2008, by and between Clear Channel Broadcasting, Inc. and John Hogan. Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.
10.5	First Amended and Restated Management Agreement, dated as of July 25, 2008, by and among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, THL Managers VI, LLC and Bain Capital Partners, LLC. Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on June 2, 2008.
10.6	Credit Agreement, dated as of May 13, 2008, by and among BT Triple Crown Merger Co, Inc., to be merged with and into Clear Channel Communications, Inc., the subsidiary borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto. Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on June 2, 2008.
10.7	Credit Agreement, dated as of May 13, 2008, by and among BT Triple Crown Merger Co, Inc., to be merged with and into Clear Channel Communications, Inc., the subsidiary borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto. Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-4 filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on June 2, 2008.
10.8	Purchase Agreement, dated May 13, 2008, by and among BT Triple Crown Merger Co, Inc., Deutsche Bank Securities, Inc., Morgan Stanley & Co. Incorporated, Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., and Wachovia Capital Markets, LLC; $980,000,000 10.75% Senior Cash Pay Notes due 2016, $1,330,000,000 11.00%/11.75% Senior Toggle Notes due 2016. Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on June 2, 2008.

10.9	Indenture, dated July 30, 2008, by and among BT Triple Crown Merger Co., Inc., Law Debenture Trust Company of New York, Deutsche Bank Trust Company Americas and Clear Channel Communications, Inc. (as the successor-in-interest to BT Triple Crown Merger Co., Inc. following the effectiveness of the Merger). Incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.
10.10	Supplemental Indenture, dated July 30, 2008, by and among Clear Channel Capital I, LLC, certain subsidiaries of Clear Channel Communications, Inc. party thereto and Law Debenture Trust Company of New York. Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.
10.11	Registration Rights Agreement, dated July 30, 2008, by and among Clear Channel Communications, Inc., certain subsidiaries of Clear Channel Communications, Inc. party thereto, Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC. Incorporated by reference to

	Exhibit 10.18 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.
99.1	Press Release of Clear Channel Communications, Inc. issued July 30, 2008.

SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLEAR CHANNEL COMMUNICATIONS, INC.
Date: July 30, 2008	By:	/s/  Herbert W. Hill
		Herbert W. Hill,
		SVP Chief Accounting Officer

INDEX TO EXHIBITS

3.1	Amendments to Articles of Incorporation of Clear Channel Communications, Inc.
10.1	Amended and Restated Employment Agreement, dated July 28, 2008, by and between CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc. and Randall T. Mays. Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.
10.2	Amended and Restated Employment Agreement, dated July 28, 2008, by and between CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc. and Mark P. Mays. Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.
10.3	Amended and Restated Employment Agreement, dated July 28, 2008, by and between CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc. and L. Lowry Mays. Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.
10.4	Employment Agreement, dated June 29, 2008, by and between Clear Channel Broadcasting, Inc. and John Hogan. Incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.
10.5	First Amended and Restated Management Agreement, dated as of July 25, 2008, by and among CC Media Holdings, Inc., BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC, THL Managers VI, LLC and Bain Capital Partners, LLC. Incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on June 2, 2008.
10.6	Credit Agreement, dated as of May 13, 2008, by and among BT Triple Crown Merger Co, Inc., to be merged with and into Clear Channel Communications, Inc., the subsidiary borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto. Incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on June 2, 2008.
10.7	Credit Agreement, dated as of May 13, 2008, by and among BT Triple Crown Merger Co, Inc., to be merged with and into Clear Channel Communications, Inc., the subsidiary borrowers of the Company party thereto, Clear Channel Capital I, LLC, the lenders party thereto, Citibank, N.A., as Administrative Agent, and the other agents party thereto. Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-4 filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on June 2, 2008.
10.8	Purchase Agreement, dated May 13, 2008, by and among BT Triple Crown Merger Co, Inc., Deutsche Bank Securities, Inc., Morgan Stanley & Co. Incorporated, Citigroup Global Markets, Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc., and Wachovia Capital Markets, LLC; $980,000,000 10.75% Senior Cash Pay Notes due 2016, $1,330,000,000 11.00%/11.75% Senior Toggle Notes due 2016. Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on June 2, 2008.

10.9

Indenture, dated July 30, 2008, by and among BT Triple Crown Merger Co., Inc., Law Debenture Trust Company of New York, Deutsche Bank Trust Company Americas and Clear Channel Communications, Inc. (as the successor-in-interest to BT Triple Crown Merger Co., Inc. following the effectiveness of the Merger). Incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.

10.10

Supplemental Indenture, dated July 30, 2008, by and among Clear Channel Capital I, LLC, certain subsidiaries of Clear Channel Communications, Inc. party thereto and Law Debenture Trust Company of New York. Incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.

10.11

Registration Rights Agreement, dated July 30, 2008, by and among Clear Channel Communications, Inc., certain subsidiaries of Clear Channel Communications, Inc. party thereto, Deutsche Bank Securities Inc., Morgan Stanley & Co. Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Greenwich Capital Markets, Inc. and Wachovia Capital Markets, LLC. Incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K filed by CC Media Holdings, Inc. with the Securities and Exchange Commission on July 30, 2008.

99.1

Press Release of Clear Channel Communications, Inc. issued July 30, 2008.

EX-3.1

Exhibit 3.1

Amendments to Articles of Incorporation

     Articles One through Ten of the Restated Articles of Incorporation of Clear Channel Communications, Inc. shall be deleted as of the effective time of the merger and replaced in their entirety with the following paragraphs 1 through 15:

     1. Name. The name of this corporation is Clear Channel Communications, Inc.

     2. Duration. The period of duration of this corporation is perpetual.

     3. Registered Office. The registered office of this corporation in the State of Texas is located at 701 Brazos Street, Suite 1050, Austin, Texas 78701. The name of its registered agent at such address is Corporation Service Company d/b/a CSC-Lawyers Incorporating Service Company.

     4. Purpose. The purpose of this corporation is to engage in any lawful act or activity for which corporations may be organized under the Texas Business Corporation Act.

     5. Stock. The total number of shares of stock that this corporation shall have authority to issue is 500,000,000 shares of Common Stock, $0.001 par value per share. Each share of Common Stock shall be entitled to one vote.

     6. Change in Number of Shares Authorized. Except as otherwise provided in the provisions establishing a class of stock, the number of authorized shares of any class or series of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the corporation entitled to vote and by the affirmative vote of a majority of the shares of such class or series, voting separately as a class or series.

     7. Directors. The names and addresses of the persons who are serving as directors until the next annual meeting of the shareholders, or until their successors shall have been elected and qualify, are:

Name	Addresses
John Connaughton	c/o Bain Capital Partners, LLC 111 Huntington Avenue Boston, Massachusetts 02199
Scott M. Sperling	c/o Thomas H. Lee Partners, L.P. 100 Federal Street Boston, Massachusetts 02110

     8. Election of Directors. The election of directors need not be by written ballot unless the by-laws shall so require.

     9. Authority of Directors. In furtherance and not in limitation of the power conferred upon the board of directors by law, the board of directors shall have power to make, adopt, alter, amend and repeal from time to time by-laws of this corporation, subject to the right of the shareholders entitled to vote with respect thereto to alter and repeal by-laws made by the board of directors.

     10. Liability of Directors. A director of this corporation shall not be liable to the corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except to the extent that exculpation from liability is not permitted under the Texas Business Corporation Act as in effect at the time such liability is determined. No amendment or repeal of this paragraph 10 shall apply to or have any effect on the liability or alleged liability of any director of the corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.

     11. Indemnification. This corporation shall, to the maximum extent permitted from time to time under the law of the State of Texas, indemnify and upon request advance expenses to any person who is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative, arbitrative or investigative, by reason of the fact that such person is or was a director or officer of this corporation or while a director or officer is or was serving at the request of this corporation as a director, officer, partner, venturer, proprietor, trustee, employee, administrator or agent of any corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, against expenses (including attorney’s fees and expenses), judgments, fines, penalties and amounts paid in settlement incurred (and not otherwise recovered) in connection with the investigation, preparation to defend or defense of such action, suit, proceeding or claim; provided, however, that the foregoing shall not require this corporation to indemnify or advance expenses to any person in connection with any action, suit, proceeding, claim or counterclaim initiated by or on behalf of such person. Such indemnification shall not be exclusive of other indemnification rights arising under any by-law, agreement, vote of directors or shareholders or otherwise and shall inure to the benefit of the heirs and legal representatives of such person. Any repeal or modification of the foregoing provisions of this paragraph 11 shall not adversely affect any right or protection of a director or officer of this corporation with respect to any acts or omissions of such director or officer occurring prior to such repeal or modification.

     12. Records. The books of this corporation may (subject to any statutory requirements) be kept outside the State of Texas as may be designated by the board of directors or in the by-laws of this corporation.

     13. Meeting of Shareholders of Certain Classes. If at any time this corporation shall have a class of stock registered pursuant to the provisions of the Securities Exchange Act of 1934, for so long as such class is so registered, any action by the shareholders of such class must be taken at an annual or special meeting of shareholders and may not be taken by written consent.

-2-

     14. Renunciation of Business Opportunities Doctrine. To the maximum extent permitted from time to time under the law of the State of Texas, this corporation renounces any interest or expectancy of the corporation in, or in being offered an opportunity to participate in, business opportunities that are from time to time presented to its officers, directors or shareholders, other than those officers, directors or shareholders who are employees of this corporation. No amendment or repeal of this paragraph 14 shall apply to or have any effect on the liability or alleged liability of any officer, director or shareholder of the corporation for or with respect to any opportunities of which such officer, director or shareholder becomes aware prior to such amendment or repeal.

     15. Opt Out of TBCA 13.03. This corporation shall not be governed by Article 13.03 of the Texas Business Corporation Act.

-3- EX-99.1 3 d58839exv99w1.htm PRESS RELEASE

Exhibit 99.1

Clear Channel Communications, Inc. Completes Merger with Private Investor Group

SAN ANTONIO, TX — July 30, 2008 - Clear Channel Communications, Inc. today announced the completion of a merger with an indirect wholly owned subsidiary of CC Media Holdings, Inc., a corporation formed by a private equity group co-led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. The total transaction is valued at approximately $24 billion.

As a result of the merger, which was approved at a special shareholders meeting held on July 24, 2008, Clear Channel’s shareholders are entitled to receive either $36.00 in cash, without interest, or one share of CC Media Class A common stock for each share of Clear Channel common stock held. The private equity group has informed Clear Channel that CC Media will not issue any shares of additional equity consideration in exchange for shares of Clear Channel for which shareholders have elected to receive the cash consideration.

“Today is a great day for our loyal and patient shareholders and, more importantly, puts our company in the financial and operational position to continue to lead beneficial change in both of our core businesses. We are deeply grateful to our loyal employees who have remained focused and generated terrific results through their hard work and dedication,” said Mark Mays, Chief Executive Officer of Clear Channel Communications, Inc.

Scott Sperling, Co-President of Thomas H. Lee Partners, L.P. said, “We are pleased to have closed the acquisition of Clear Channel in partnership with Bain Capital Partners, the Clear Channel management team and major public shareholders such as Highfields Capital Management and Abrams Capital. Clear Channel’s strong leadership position in the radio and outdoor advertising business provides advertisers with an unparalleled platform from which to cost effectively reach their target audiences locally and nationwide. We look forward to working with our management partners to continue building this great company.”

John Connaughton, a Managing Director at Bain Capital, added, “We are very happy to have completed the purchase of Clear Channel. We continue to be impressed with the company’s strong management team and its leadership position across its markets and media formats. We look forward to working with Thomas H. Lee Partners, Clear Channel management, and major public shareholders such as Highfields Capital Management and Abrams Capital to continue to strengthen Clear Channel’s competitive franchise and drive value over the long term.”

Clear Channel common stock will cease trading on the New York Stock Exchange at market close on July 30, 2008, and will no longer be listed.

Shareholders of Clear Channel will receive instructions and a letter of transmittal by mail from Mellon Investor Services, LLC, the paying agent, concerning how to deliver their shares for payment. Shareholders of record should not surrender their stock certificates without first completing a letter of transmittal. Shareholders who hold their shares in “street name” through a bank or broker should contact their bank or broker to determine what action they must take.

About Clear Channel Communications
Clear Channel Communications, Inc. is a global media and entertainment company specializing in mobile and on-demand entertainment and information services for local communities and premiere opportunities for advertisers. Based in San Antonio, Texas, the company’s businesses include radio and outdoor displays. More information is available at www.clearchannel.com.

About Bain Capital
Bain Capital (www.baincapital.com) is a global private investment firm that manages several pools of capital including private equity, high-yield assets, mezzanine capital and public equity with more than $82 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 300 companies around the world, including investments in a broad range of companies such as Burger King, HCA, Warner Chilcott, Toys “R” Us, AMC Entertainment, Sensata Technologies, Burlington Coat Factory and ProSiebenSat1 Media. Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Tokyo, Hong Kong and Shanghai.

About Thomas H. Lee Partners, L.P. (“THL”)
THL is one of the oldest and most successful private equity investment firms in the United States. Since its establishment in 1974, THL has been the preeminent growth buyout firm, raising approximately $22 billion of equity capital, investing in more than 100 businesses with an aggregate purchase price of more than $125 billion, completing over 200 add-on transactions and generating superior returns for its investors. THL focuses its high value-added strategy on growth businesses, partnering with the best managers in an industry to build great companies through strong organic growth and targeted add-on acquisitions. Notable transactions sponsored by THL include Aramark, Ceridian, Dunkin’ Brands, Experian, Fidelity National Information Services, Grupo ONO, HomeSide Lending, Houghton Mifflin, Michael Foods, The Nielsen Company, Nortek, ProSiebenSat.1, Simmons Bedding Company, Snapple, Univision, Warner Chilcott, Warner Music Group and West Corporation.

For Clear Channel Communications, Inc.,
Investors:
Randy Palmer, 210-822-2828
Senior Vice President of Investor Relations

Media:
Lisa Dollinger, 210-822-2828
Chief Communications Officer

Michele Clarke, 212-986-6667
Brainerd Communicators

EX-99.1

exv99w1