One International Place
36th Floor
Attn.: David C. Chapin
Boston, MA 02110
(617) 951-7000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:

Andrew W. Levin		C.N. Franklin Reddick, Esq.		David C. Chapin, Esq.
Executive Vice President,		Akin Gump Strauss Hauer & Feld LLP		Ropes & Gray LLP
Chief Legal Officer and Secretary		2029 Century Park East, Suite 2400		One International Place
Clear Channel Communications, Inc.		Los Angeles, CA 90067		Boston, MA 02110
200 East Basse		(310) 229-1000		(617) 951-7000
San Antonio, TX 78209
(210) 822-2828

      Approximate date of commencement of proposed sale of securities to the public: As promptly as practicable after the effective date of this registration statement

     If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. o

     If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

     If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934.

 

Explanatory Note

     A proxy statement/prospectus previously was distributed to Clear Channel shareholders in August 2007 following the effectiveness of a Registration Statement on Form S-4 of CC Media Holdings, Inc. (“Holdings”). The proxy statement/prospectus described an agreement and plan of merger (the “prior merger agreement”) entered into by Clear Channel, BT Triple Crown Merger Co., Inc. (“Merger Sub”), B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (together with B Triple Crown Finco, LLC, the “Fincos”), as amended by Amendment No. 1 thereto, dated April 18, 2007, by and among Clear Channel, Merger Sub and the Fincos, as further amended by Amendment No. 2 thereto, dated May 17, 2007, by and among Clear Channel, Merger Sub, the Fincos and Holdings. On September 25, 2007, in accordance with Texas law, shareholders holding at least two-thirds of the outstanding shares of common stock of Clear Channel adopted the prior merger agreement and approved the merger of Clear Channel with Merger Sub.

     Subsequently, on May 13, 2008, the parties to the prior merger agreement entered into Amendment No. 3 to the prior merger agreement (“Amendment No. 3”). Under Texas law, a new approval by Clear Channel shareholders is required to approve the prior merger agreement as amended by Amendment No. 3.

CLEAR CHANNEL COMMUNICATIONS, INC.

           , 2008

To the Shareholders of Clear Channel Communications, Inc.:

     You are cordially invited to attend the special meeting of shareholders of Clear Channel Communications, Inc., a Texas corporation, at the       on       , 2008, at       , local time.

     At the special meeting you will be asked to approve and adopt a merger agreement which provides for the merger of Clear Channel with a subsidiary of CC Media Holdings, Inc., a corporation formed by private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.

     If the merger agreement is approved and adopted by our shareholders, each share of Clear Channel’s common stock will be converted at the effective time of the merger into the right to receive either (1) $36.00 in cash, without interest, or (2) one share of Class A common stock of Holdings, subject to certain limitations. Except as described in the enclosed proxy statement/prospectus, you will have the right to elect the form of merger consideration you receive with respect to all or a portion of the stock and options you hold. However, the number of shares of Class A common stock that you receive may be less than the number of shares you requested in the event that elections would require Holdings to issue more than 30% of the outstanding capital stock and voting power of Holdings immediately following the merger as a result of stock elections. In addition, you will not be allocated more than 11,111,112 shares of Holdings Class A common stock. In order to elect to receive the stock consideration you must submit a completed form of election and letter of transmittal, together with the share certificates or book-entry shares representing such shares, by 5:00 p.m., New York City time, on       , 2008, the fifth business day immediately preceding the date of the special meeting. In limited circumstances, the merger agreement provides that shareholders electing to receive cash consideration for some or all of their shares, on a pro rata basis, will be issued shares of Holdings Class A common stock in exchange for some of their shares of Clear Channel common stock for which they make a cash election, up to a cap of 1/36 ^th of the total number of shares of Clear Channel common stock for which such shareholder makes a cash election. Any shares of Clear Channel common stock and options that are not converted into stock consideration due to failure to validly elect stock consideration, or the limitations described above, will be converted into the cash consideration except to the extent described herein. All shareholders and optionholders will also receive an additional cash payment if the merger is consummated after November 1, 2008.

     Holdings Class A common stock issued in the merger will not be listed on any national securities exchange. Holdings has agreed, however, to file certain reports with the Securities and Exchange Commission for a period of two years following the closing of the merger.

     After careful consideration, your board of directors by unanimous vote has determined that the merger is in the best interests of Clear Channel and its unaffiliated shareholders, approved the merger agreement and recommends that the shareholders of Clear Channel vote “For” the approval and adoption of the merger agreement. Your board of directors’ recommendation is limited to the cash consideration to be received by shareholders in the merger. Your board of directors makes no recommendation as to whether any shareholder should elect to receive the stock consideration and makes no recommendation regarding the Class A common stock of Holdings.

     The accompanying proxy statement/prospectus provides you with detailed information about the proposed merger, the special meeting and Holdings. Please give this material your careful attention. You may also obtain more information about Clear Channel from documents it has filed with the Securities and Exchange Commission.

     Your vote is very important regardless of the number of shares you own. The merger cannot be completed unless holders of two-thirds of the outstanding shares entitled to vote at the special meeting vote for the approval and adoption of the merger agreement. Remember, failing to vote has the same effect as a vote against the approval and adoption of the merger agreement. We would like you to attend the special meeting; however, whether or not you plan to attend the special meeting, it is important that your shares be represented.

     If you intend to vote by proxy, please complete, date, sign and return the enclosed proxy card. Please note that if you have previously submitted a proxy card in response to Clear Channel’s prior solicitations, that proxy card will not be valid at this meeting and will not be voted. If your shares are held in “street name,” you should check the voting instruction card provided by your broker to see which voting options are available and the procedures to be followed. If you hold shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee. Please complete and submit a validly executed proxy card for

the special meeting, even if you have previously delivered a proxy. If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 456-3427.

     Thank you for your continued support and we look forward to seeing you on       , 2008.

      For a discussion of certain risk factors that you should consider in evaluating the transactions described above and an investment in Holdings Class A common stock, see “Risk Factors” beginning on page 30 of the accompanying proxy statement/prospectus.

      Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus, or determined the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

     The proxy statement/prospectus is dated       , 2008, and is first being mailed to shareholders on or about       , 2008.

CLEAR CHANNEL COMMUNICATIONS, INC.

200 EAST BASSE ROAD
SAN ANTONIO, TEXAS 78209

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON       , 2008

      , 2008

To the Shareholders of Clear Channel Communications, Inc.:

     A special meeting of the shareholders of Clear Channel Communications, Inc., a Texas corporation, will be held at       on       , 2008, at       , local time, for the following purposes:

     1. To consider and vote upon a proposal to approve and adopt the Agreement and Plan of Merger, dated as of November 16, 2006, by and among Clear Channel, BT Triple Crown Merger Co., Inc. (“Merger Sub”), B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (together with B Triple Crown Finco, LLC, the “Fincos”), as amended by Amendment No. 1 thereto, dated April 18, 2007, by and among Clear Channel, Merger Sub and the Fincos, as further amended by Amendment No. 2 thereto, dated May 17, 2007, by and among Clear Channel, Merger Sub, the Fincos and CC Media Holdings, Inc. (“Holdings”), and as further amended by Amendment No. 3 thereto, dated May 13, 2008, by and among Clear Channel, Merger Sub, Holdings and the Fincos (as amended, the “merger agreement”);

     2. To consider and vote upon a proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve and adopt the merger agreement, as amended; and

     3. To transact such other business that may properly come before the special meeting or any adjournment or postponement thereof.

     In accordance with Clear Channel’s bylaws, Clear Channel’s board of directors has fixed       New York City time on       , 2008 as the record date for the purposes of determining shareholders entitled to notice of and to vote at the special meeting and at any adjournment or postponement thereof. All shareholders of record are cordially invited to attend the special meeting in person.

     The approval and adoption of the merger agreement requires the affirmative vote of two-thirds of the votes entitled to be cast at the special meeting by the holders of the outstanding shares of Clear Channel’s common stock. Whether or not you plan to attend the special meeting, Clear Channel urges you to vote your shares by completing, signing, dating and returning the enclosed proxy card as promptly as possible prior to the special meeting to ensure that your shares will be represented at the special meeting if you are unable to attend. If you sign, date and mail your proxy card without indicating how you wish to vote, your proxy will be voted on all matters in accordance with the recommendation of the board of directors. If you fail to return a valid proxy card and do not vote in person at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. Remember, failing to vote has the same effect as a vote against the approval and adoption of the merger agreement. Any shareholder attending the special meeting may vote in person, even if he or she has returned a proxy card; such vote by ballot will revoke any proxy previously submitted. However, if you hold your shares through a bank or broker or other custodian or nominee, you must provide a legal proxy issued from such custodian or nominee in order to vote your shares in person at the special meeting.

     Please note that this proxy statement/prospectus amends and restates all proxy statements, prospectuses, and supplements thereto previously distributed by Clear Channel or Holdings with respect to the merger.

     If you intend to vote by proxy, please complete, date, sign and return the enclosed proxy card. Please note that if you have previously submitted a proxy card in response to Clear Channel’s prior solicitations, that proxy card will not be valid at this meeting and will not be voted. If your shares are held in “street name,” you should check the voting instruction card provided by your broker to see which voting options are available and the procedures to be followed. If you hold shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee. Please complete and submit a validly executed proxy card for the special meeting, even if you have previously delivered a proxy. If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 456-3427.

      If you plan to attend the special meeting, please note that space limitations make it necessary to limit attendance to shareholders and one guest. Each shareholder may be asked to present valid picture identification, such as a driver’s license or passport. Shareholders holding stock in brokerage accounts (“street name” holders) will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras (including cellular telephones with photographic capabilities), recording devices and other electronic devices will not be permitted at the special meeting. The special meeting will begin promptly at         , local time.

     Shareholders who do not vote in favor of the approval and adoption of the merger agreement will have the right to seek appraisal of the fair value of their shares if the merger is completed, but only if they submit a written objection to the merger to Clear Channel before the vote is taken on the merger agreement and they comply with all requirements of Texas law, which are summarized in the accompanying proxy statement/prospectus. Clear Channel urges that you to read the entire proxy statement/prospectus carefully.

San Antonio, Texas

TABLE OF CONTENTS

		Page
REFERENCES TO ADDITIONAL INFORMATION			1
QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING			2
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION			12
SUMMARY			13
The Parties to the Merger			13
The Merger			14
Effects of the Merger			14
Determination of the Board of Directors			15
Determination of the Special Advisory Committee			15
Interests of Clear Channel’s Directors and Executive Officers in the Merger			15
Opinion of Clear Channel’s Financial Advisor			16
Financing			16
Regulatory Approvals			17
Material United States Federal Income Tax Consequences			18
Conditions to the Merger			19
Solicitation of Alternative Proposals			20
Termination			21
Termination Fees			22
Limited Guarantee of the Sponsors			24
Transaction Fees and Certain Affiliate Transactions			24
Settlement Agreement			24
Escrow Agreement			25
Clear Channel’s Stock Price			26
Shares Held by Directors and Executive Officers			26
Dissenters’ Rights of Appraisal			26
Stock Exchange Listing			26
Resale of Holdings Class A Common Stock			27
Holdings Stockholders Agreement			27
Description of Holdings’ Capital Stock			27
Comparison of Shareholder Rights			28
Management of Holdings			28
RISK FACTORS			30
Risks Relating to the Merger			30
Risks Relating to Ownership of Holdings Class A Common Stock			32
Risks Relating to Clear Channel’s Business			36
SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA			42
Clear Channel Summary Historical Consolidated Financial Data			42
Unaudited Pro Forma Condensed Consolidated Financial Data			44
CONTRACTUAL OBLIGATIONS; INDEBTEDNESS AND DIVIDEND POLICY FOLLOWING THE MERGER			56
Contractual Obligations			56
Indebtedness			57
Dividend Policy			58
DESCRIPTION OF BUSINESS OF HOLDINGS			58
MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CC MEDIA HOLDINGS, INC.			58
BOARD OF DIRECTORS AND MANAGEMENT OF HOLDINGS			58
Current Board of Directors and Executive Officers			58
Anticipated Board of Directors and Executive Officers			58
Biographies			59
Committees of the Board of Directors			61
Director Compensation			61
Compensation and Governance Committee Interlocks and Insider Participation			61
Independence of Directors			61
Compensation of our Named Executive Officers			62

		Page
Compensation Discussion and Analysis			62
Introduction			62
Overview and Objectives of Holdings’ Compensation Program			62
Compensation Practices			63
Elements of Compensation			63
Base Salary			64
Annual Incentive Bonus			64
Long-Term Incentive Compensation			65
Executive Benefits and Perquisites			65
Change-in-Control and Severance Arrangements			65
Tax and Accounting Treatment			66
Deductibility of Executive Compensation			66
Corporate Services Agreement			66
Employment Agreements with Named Executive Officers			66
Potential Post-Employment Payments			68
Holdings Equity Incentive Plan			72
THE PARTIES TO THE MERGER			72
CC Media Holdings, Inc.			72
Clear Channel Communications, Inc.			72
B Triple Crown Finco, LLC and T Triple Crown Finco, LLC			72
BT Triple Crown Merger Co., Inc.			73
THE SPECIAL MEETING OF SHAREHOLDERS			73
Time, Place and Purpose of the Special Meeting			73
Who Can Vote at the Special Meeting			73
Vote Required for Approval and Adoption of the Merger Agreement; Quorum			73
Voting By Proxy			74
Submitting Proxies Via the Internet or by Telephone			75
Adjournments or Postponements			75
THE MERGER			76
Background of the Merger			78
Reasons for the Merger			100
Determination of the Board of Directors			100
Determination of the Special Advisory Committee			104
The Amended Merger Agreement			105
Determination of the Board of Directors			105
Recommendation of the Clear Channel Board of Directors			107
Interests of Clear Channel’s Directors and Executive Officers in the Merger			107
Treatment of Clear Channel Stock Options			107
Treatment of Clear Channel Restricted Stock			108
Severance			108
Equity Rollover			110
New Equity Incentive Plan			111
New Employment Agreements			111
Board of Director Representations			112
Indemnification and Insurance			112
Voting Agreements			113
CERTAIN AFFILIATE TRANSACTIONS			116
FINANCING			117
Financing of the Merger			117
Equity Financing			117
Debt Financing			118
Senior Secured Credit Facilities			118
Overview			118
Interest Rate and Fees			119
Prepayments			119
Amortization of Term Loans			120

		Page
Collateral and Guarantees			120
Conditions and Termination			120
Certain Covenants and Events of Default			121
Receivables Based Credit Facility			122
Overview			122
Interest Rate and Fees			122
Prepayments			123
Collateral and Guarantees			123
Senior Notes due 2016			123
Guarantees and Ranking			123
Interest Rate and Payment			124
Optional Redemption			124
Special Redemption			124
Optional Redemption After Certain Equity Offerings			125
Change of Control			125
Asset Sale Proceeds			125
Certain Covenants			125
Conditions and Termination			125
Events of Default			126
Registration Rights			126
OPINION OF CLEAR CHANNEL’S FINANCIAL ADVISOR			127
Present Value of Transaction Price Analysis			128
Analysis at Various Prices			129
Present Value of Future Stock Price Analysis			129
Discounted Cash Flow Analysis			130
Sum-of-the-Parts Analysis			132
Miscellaneous			132
MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES			135
Material United States Federal Income Tax Consequences to U.S. Holders			136
ACCOUNTING TREATMENT OF TRANSACTION			138
REGULATORY APPROVALS			138
Hart-Scott-Rodino			138
FCC Regulations			138
Other			139
STOCK EXCHANGE LISTING			139
RESALE OF HOLDINGS CLASS A COMMON STOCK			139
MERGER RELATED LITIGATION			139
THE MERGER AGREEMENT			140
Effective Time			141
Effects of the Merger; Structure			141
Rollover by Shareholders			141
Treatment of Common Stock and Other Securities			142
Clear Channel Common Stock			142
Clear Channel Stock Options			142
Clear Channel Restricted Stock			143
Election Procedures			143
Proration Procedures			144
Additional Equity Consideration			145
Exchange and Payment Procedures; Shareholder Rules			145
Representations and Warranties			146
Conduct of Clear Channel’s Business Pending the Merger			149
FCC Matters			151
Shareholders’ Meeting			151
Appropriate Actions			151
Access to Information			152
Solicitation of Alternative Proposals			152

		Page
Indemnification; Directors’ and Officers’ Insurance			154
Employee Benefit Plans			155
Financing			155
Independent Directors			156
Transaction Fees			156
Conduct of the Fincos’ Business Pending the Merger			156
Registration			156
Conditions to the Merger			157
Termination			158
Termination Fees			158
Clear Channel Termination Fee			158
Merger Sub Termination Fee			160
Amendment and Waiver			161
Limited Guarantees			161
SETTLEMENT AND ESCROW AGREEMENTS			162
Settlement Agreement			162
Agreement to Fund			162
Escrow Funding			162
Termination of Actions and Release of Claims			162
Certain Enforcement Rights			163
No Admission			163
Escrow Agreement			163
Escrow Deposits			163
Disbursements			164
Shares Subject to the Stock Election			164
At the Closing of the Merger			164
Termination of Merger Agreement			165
Termination when there is a Company Breach or Buyer Breach			165
Termination due to Failure to Obtain Shareholder Approval or when there is not a Company Breach or Buyer Breach			166
MARKET PRICES OF CLEAR CHANNEL COMMON STOCK AND DIVIDEND DATA			168
DELISTING AND DEREGISTRATION OF CLEAR CHANNEL COMMON STOCK			168
SECURITY OWNERSHIP BY CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			169
HOLDINGS’ STOCK OWNERSHIP AFTER THE MERGER			171
STOCKHOLDERS AGREEMENT			171
Parties			171
Voting Agreements			171
Transfer Restrictions			172
Drag-Along Rights			172
“Tag-Along” and Other Sale Rights			172
Effect of Termination of Employment			172
Participation Rights in Future Issuances			173
Registration Rights			173
Withdrawal			174
DESCRIPTION OF HOLDINGS’ CAPITAL STOCK			174
Capitalization			174
Voting Rights and Powers			174
Dividends			174
Distribution of Assets Upon Liquidation			175
Split, Subdivision or Combination			175
Conversion			175
Certain Voting Rights			175
Change in Number of Shares Authorized			175
Restrictions on Stock Ownership or Transfer			176
Requests for Information			176
Denial of Rights, Refusal to Transfer			176

		Page
COMPARISON OF SHAREHOLDER RIGHTS			177
Merger			178
Voting on Sale of Assets			178
Antitakeover Provisions			178
Amendment of Certificate of Incorporation			179
Amendment of Bylaws			179
Appraisal Rights			180
Special Meetings			180
Actions Without a Meeting			180
Nomination of Director Candidates by Shareholders			180
Number of Directors			181
Election of Directors			181
Vacancies			181
Limitation of Liability of Directors			182
Indemnification of Officers and Directors			182
Removal of Directors			183
Dividends and Repurchases of Shares			183
Preemptive Rights			184
Inspection of Books and Records			184
DISSENTERS’ RIGHTS OF APPRAISAL			184
LEGAL MATTERS			186
EXPERTS			187
OTHER MATTERS			187
Other Business at the Special Meeting			187
Multiple Shareholders Sharing One Address			187
WHERE YOU CAN FIND ADDITIONAL INFORMATION			187
INDEX TO ANNEXES			189
Annex A — Agreement and Plan of Merger			A-1
Annex B — Amendment No. 1			B-1
Annex C — Amendment No. 2			C-1
Annex D — Amendment No. 3			D-1
Annex E — Highfields Amended and Restated Voting Agreement			E-1
Annex F — Abrams Voting Agreement			F-1
Annex G — Opinion of Goldman, Sachs & Co.			G-1
Annex H — Articles 5.11-5.13 of the Texas Business Corporation Act			H-1
Third Amended and Restated Certificate of Incorporation
Bylaws
Letter Agreement
Credit Agreement
Credit Agreement
Purchase Agreement
Consent of Ernst & Young LLP
Consent of Goldman, Sachs & Co.

REFERENCES TO ADDITIONAL INFORMATION

     This proxy statement/prospectus incorporates important business and financial information about Clear Channel Communications, Inc. from other documents that are not included in, or delivered with, this proxy statement/prospectus. You can obtain documents related to Clear Channel Communications, Inc. that are incorporated by reference in this proxy statement/prospectus, without charge, by requesting them in writing or by telephone from either:

     For information on where to obtain copies of such documents on the internet, see “Where You Can Find Additional Information” elsewhere in this proxy statement/prospectus supplement. Please note that copies of the documents provided to you will not include exhibits to the filings, unless those exhibits have specifically been incorporated by reference in this proxy statement/prospectus.

      In order to ensure timely delivery of requested documents, any request should be made no later than            , 2008, which is five business days prior to the special meeting.

     For information on submitting your proxy, please refer to the instructions on the enclosed proxy card.

		Other than with respect to 580,356 shares of Clear Channel common stock held by L. Lowry Mays and LLM Partners, Ltd. which will be held in escrow pursuant to the terms of an escrow agreement described in more detail below and exchanged for Class A common stock of Holdings, shares and options held by directors or employees of Clear Channel who have separately agreed to convert such shares or options into equity securities of Holdings in the merger will not affect the number of shares of Holdings Class A common stock available for issuance as stock consideration.
		In limited circumstances described in more detail below, shareholders electing to receive cash consideration for some or all of their shares, on a pro rata basis, will be issued shares of Holdings Class A common stock in exchange for some of their shares of Clear Channel common stock for which they make a Cash Election, up to a cap of 1/36th of the total number of shares of Clear Channel common stock for which such shareholder makes a Cash Election (rounded down to the nearest whole share). We refer to this as the “Additional Equity Consideration.”
Q:		Can I make a Cash Election for a portion of my shares of Clear Channel common stock and a Stock Election for my remaining shares of Clear Channel common stock?
A:		You may make your election on a share-by-share basis. As a result, you can make a Cash Election or Stock Election for all or any portion of your shares of Clear Channel common stock.
Q:		The Board earlier approved a transaction involving the same parties at a higher price. Why did the board decide to accept the revised offer from the private equity group and not continue the proceedings in court?
A:		Under the terms of the merger agreement, as amended through the second amendment, Clear Channel had no contractual right to require the Sponsors (as defined below), Banks (as defined below), Merger Sub, Holdings or the Fincos to perform their respective obligations under the merger agreement or the equity or debt financing agreements. Clear Channel’s rights under the merger agreement were limited to a right to receive a $500 million termination fee in the event Clear Channel terminated the merger agreement for failure of Holdings and the Fincos to close when they were obligated to close under the merger agreement and Clear Channel was separately seeking damages against the Banks pursuant to the Texas Actions (as defined below).
		Merger Sub was pursuing a breach of contract claim (including a claim for specific performance) against the Banks in the New York Action (as defined below) seeking to consummate the original merger transaction as was in place prior to Amendment No. 3, but there was no assurance that Merger Sub would have been able to cause a closing to occur even if it were successful in that action.
		Complex litigation such as the New York Action, the New York Counterclaim Action (as defined below) and the Texas Actions involve uncertainty and delay. While Clear Channel was confident in the merits of its claims, there was no assurance a court would have agreed with it or that, even if Clear Channel had been successful in the Texas Actions, that any judgment would not have been modified or reversed on appeal. Further, litigation is time consuming and inherently subject to delay and there was no assurance that the Texas Actions would have been concluded (or that all appeals would have been disposed of) on an accelerated basis, or the ultimate resolution of the litigation.
		The Board of Directors determined that a merger on terms offering a high degree of certainty of closing and representing a fair price to the shareholders was in the best interests of the shareholders when compared to the pursuit of litigation in which Clear Channel could not specifically enforce the closing of the prior transaction and Clear Channel’s damage claims were uncertain and subject to the delays inherent in litigation.
Q:		Why is closing under the merger agreement as amended through the third amendment more certain than the closing under the merger agreement as amended through the second amendment?
		The merger agreement, as amended through the third amendment, has a number of contractual features that make it more certain than the prior merger agreement:

	•		the parties have entered into a Settlement Agreement (as defined below) whereby they have each agreed to perform their respective obligations under the merger agreement, the debt financing agreements, equity commitments and the Escrow Agreement (as defined below). Pursuant to the Settlement Agreement, the parties stipulated to the entry of a court order in the New York Action directing the parties to perform their obligations under the Settlement Agreement,
	•		the required debt financing is provided through fully negotiated and executed financing agreements (as opposed to debt commitment letters), thus avoiding the potential for a new dispute of the same type that resulted in the failure of the closing of the prior transaction,

	•		the merger agreement, financing agreements and equity commitment letters contain fewer closing conditions than was originally the case,
	•		none of the merger agreement, financing agreements or equity commitment letters contains a “material adverse change” or “MAC” condition,
	•		the Sponsors and the Banks have agreed to have their equity and debt commitment obligations fully funded into escrow pursuant to the Escrow Agreement, and
	•		each party (including Clear Channel) has the right to specifically enforce the merger agreement, the Settlement Agreement, the Escrow Agreement and the financing agreements.

Q:		Why am I being asked to approve the transaction again?
A:		Clear Channel shareholders approved the prior merger agreement at a special meeting of shareholders held in September 2007. Since that time, the parties to the transaction have amended the terms of the merger agreement. As part of that amendment, the Cash Consideration has been reduced from $39.20 per share to $36.00 per share. The merger agreement, as amended, requires the approval of Clear Channel’s shareholders.
Q:		What will I receive for my options to purchase Clear Channel common stock in the merger?
A:		A holder of options (whether vested or unvested) to purchase Clear Channel common stock as of the record date may make a Stock Election or a Cash Election with respect to the number of shares of common stock issuable upon exercise of his or her options, less the number of shares having a value (based on the Cash Consideration) equal to the exercise price payable on such issuance and any required tax withholding. If a holder of options does not make a valid Stock Election, then each such outstanding option which remains outstanding and unexercised as of the effective time of the merger (except as otherwise agreed by the Fincos, Holdings, Clear Channel and the holder of such Clear Channel stock option), will automatically become fully vested and convert into the right to receive a cash payment, without interest and less any applicable withholding tax, equal to the product of (x) the excess, if any, of the Cash Consideration over the exercise price per share of such option and (y) the number of shares of Clear Channel common stock issuable upon the exercise of such Clear Channel stock option.
Q:		How will restricted shares of Clear Channel common stock be treated in the merger?
A:		In general, each restricted share of Clear Channel common stock that is outstanding as of the time of the merger, whether vested or unvested (except as otherwise agreed by the Fincos and a holder of Clear Channel restricted stock), will automatically become fully vested and will be treated the same as all other shares of Clear Channel common stock outstanding at the time of the merger. The Fincos and Merger Sub have informed Clear Channel that they anticipate converting approximately 636,667 unvested shares of Clear Channel restricted stock held by management and employees pursuant to a grant of restricted stock made in May 2007 into restricted shares of Holdings Class A common stock on a one for one basis. These shares of Holdings Class A common stock will continue to vest in accordance with the schedule set forth in the holder’s May 2007 award agreement.
Q:		What happens to the additional consideration that began accumulating on January 1, 2008? Will there be additional consideration under the terms of the amended merger agreement?
A:		The additional consideration that was contemplated by the prior merger agreement is no longer in effect and therefore will not be payable to Clear Channel shareholders.
		The merger agreement provides for payment of “Additional Per Share Consideration” if the merger closes after November 1, 2008. If the merger is completed after November 1, 2008, but before December 1, 2008, you will receive Additional Per Share Consideration based upon the number of days elapsed since November 1, 2008 (including November 1, 2008), equal to $36.00 multiplied by 4.5% per annum, per share. If the merger is completed after December 1, 2008, the Additional Per Share Consideration will increase and you will receive Additional Per Share Consideration based on the number of days elapsed since December 1, 2008, equal to $36.00 multiplied by 6% per annum, per share (plus the Additional Per Share Consideration accrued during November 2008). See “The Merger Agreement — Treatment of Common Stock and Other Securities” beginning on page 142 of this proxy statement/prospectus.

		Your election to receive Cash Consideration or Stock Consideration will not affect your right to receive the Additional Per Share Consideration if the merger does not close before November 1, 2008. The total amount of Cash Consideration, Stock Consideration, Additional Equity Consideration (if any) and Additional Per Share Consideration paid in the merger is referred to in this proxy statement/prospectus as the “Merger Consideration.”
Q:		If I make a Stock Election, will I be issued fractional shares of Class A common stock of Holdings in the merger?
A:		No. If you make a Stock Election, you will not receive any fractional share in the merger. Instead, you will be paid cash for any fractional share you would have otherwise received as Stock Consideration based upon the Cash Consideration price of $36.00 per share, taking into account all shares of common stock and all options for which you elected Stock Consideration.
Q:		Is there an individual limit on the number of shares of Clear Channel common stock and options to purchase Clear Channel stock that may be exchanged for Class A common stock of Holdings by each Clear Channel shareholder or optionholder?
A:		Yes. No holder of Clear Channel common shares or options who makes a Stock Election, may receive more than 11,111,112 shares of Class A common stock of Holdings immediately following the merger, which we refer to as the “Individual Cap.” Any shares of common stock or options that are not converted into Stock Consideration due to the Individual Cap will be reallocated to other shareholders or optionholders who have made an election to receive Stock Consideration but have not reached the Individual Cap. Any shares that are not converted into Stock Consideration as a result of the Individual Cap will be converted into Cash Consideration, subject to Additional Equity Consideration, if applicable. Unless a beneficial holder of Clear Channel shares submits a request in writing to the Paying Agent prior to 5:00 p.m., New York City time, on   , 2008, the fifth business day immediately preceding the date of the special meeting, to have the Individual Cap apply with respect to all Clear Channel shares beneficially owned by such holder and provides information necessary to verify such beneficial ownership, the Individual Cap will apply, in the case of shares represented by physical stock certificates, to each holder of record of those Clear Channel shares, and in the case of book-entry shares, to each account in which those Clear Channel shares are held on the books of the applicable brokerage firm or other similar institutions.
Q:		Is there an aggregate limit on the number of shares of Clear Channel common stock and options to purchase Clear Channel common stock that may be exchanged for Class A common stock of Holdings in the merger?
A:		Yes. The merger agreement provides that no more than 30% of the total shares of capital stock of Holdings are issuable in exchange for shares of Clear Channel common stock (including shares issuable upon conversion of outstanding options) pursuant to the Stock Elections. The issuance of any Additional Equity Consideration may result in the issuance of more than 30% of the total shares of capital stock of Holdings in exchange for shares of Clear Channel common stock (including shares issuable upon conversion of outstanding options).
Q:		What happens if Clear Channel shareholders or optionholders elect to exchange more than the maximum number of shares of common stock (including shares issuable upon conversion of outstanding options) that may be exchanged for shares of Class A common stock of Holdings?
A:		If Clear Channel shareholders and optionholders make Stock Elections covering more than the maximum number of shares of Clear Channel common stock that may be exchanged for Holdings shares of Class A common stock, then each shareholder and/or optionholder making a Stock Election (other than certain shareholders who have separately agreed with Holdings that their respective Stock Elections will be cutback only in the event that the amounts to be provided under the Equity Financing (as defined below) are reduced) will receive a proportionate allocation of shares of Class A common stock of Holdings based on the number of shares of common stock (including shares issuable upon conversion of outstanding options) for which such holder has made a Stock Election compared to the total number of shares of common stock (including shares issuable upon conversion of outstanding options) for which all holders have made Stock Elections. The proration procedures are designed to ensure that no more than 30% of the total capital stock of Holdings is allocated to shareholders and/or optionholders of Clear Channel pursuant to the Stock Elections. Any shares that will not be converted into Stock Consideration as a result of cutback or proration will be converted into Cash Consideration, subject to the issuance of Additional Equity Consideration, if applicable.
Q:		In what circumstance might I be issued Class A common stock of Holdings despite the fact that I elected to receive cash in exchange for my shares of Clear Channel stock in the merger?
A:		In certain circumstances, at the election of Holdings, the Cash Consideration may be reduced by the Additional Equity Consideration. The Additional Equity Consideration will reduce the amount of the Cash Consideration if the total funds that Holdings determines it needs to fund the merger, merger-related expenses, and Clear Channel’s cash requirements (such funds

		referred to as “Uses of Funds”) is greater than the sources of funds available to Merger Sub from borrowings, equity contributions, Stock Consideration and Clear Channel’s available cash (such funds referred to as “Sources of Funds”).
Q:		How will the amount of the Additional Equity Consideration be determined?
A:		In certain circumstances, at the election of Holdings, the Cash Consideration may be reduced by the Additional Equity Consideration. The Additional Equity Consideration is an amount equal to the lesser of:

	•		$1.00, or
	•		a fraction equal to:

•

the positive difference between:

	•		the Uses of Funds, and
	•		the Sources of Funds, divided by,

•

the total number of Public Shares that will receive the Cash Consideration.

		Consequently, if Holdings’ Uses of Funds exceeds its Sources of Funds, Holdings may reduce the Cash Consideration to be paid to holders of Clear Channel common stock by an amount not to exceed 1/36 th of the amount of Cash Consideration that is otherwise converted into the right to receive the Cash Consideration and, in lieu thereof, issue shares of Holdings Class A common stock up to a cap of $1.00 for every share of Clear Channel common stock. If the Stock Election is fully subscribed, it is unlikely that any portion of the shares of Clear Channel stock for which a Cash Election is made will be exchanged for shares of Holdings’ Class A common stock, although Holdings retains the right to do so.
Q:		Will the shares of Class A common stock of Holdings be listed on a national securities exchange?
A:		No. Shares of Holdings Class A common stock will not be listed on the New York Stock Exchange, which we refer to as the “NYSE,” or any other national securities exchange. It is anticipated that, following the merger, the shares of Holdings Class A common stock will be quoted on the Over-the-Counter Bulletin Board. Holdings has agreed to register the Class A common stock under the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act,” and to file periodic reports (including reports on Forms 10-K, 10-Q and 8-K) for at least two years following the merger.
Q:		What if I previously elected to receive the Stock Consideration prior to the special meeting of shareholders held on September 25, 2007?
A:		All of the stock elections made in connection with the special shareholders meeting held on September 25, 2007 have been cancelled and the stock certificates and letters of transmittal evidencing the shares of Clear Channel common stock submitted for exchange have been returned to the record holders thereof. If you again wish to elect to receive some or all Stock Consideration in exchange for some or all of your shares of Clear Channel common stock, you are required to make a new election in connection with all shares of Clear Channel common stock held by you.
Q:		How and when do I make a Stock Election or Cash Election?
A:		A form of election and a letter of transmittal will be mailed with this proxy statement/prospectus to all shareholders as of the record date. Additional copies of the form of election and the letter of transmittal may be obtained from Clear Channel’s proxy solicitor, Innisfree M&A Incorporated, which we refer to as “Innisfree,” by calling toll free at (877) 456-3427. Clear Channel will also make a copy of the form of election and letter of transmittal available on its website at www.clearchannel.com/Investors. You should carefully review and follow the instructions in the letter of transmittal, which will include information regarding how to return of the form of election, the letter of transmittal, and any shares for which you have made a Stock Election for holders of shares of common stock held in “street name” through a bank, broker or other custodian or nominee. The form of election and the letter of transmittal will need to be properly completed, signed and delivered prior to 5:00 p.m., New York City time, on   , 2008, the fifth business day immediately preceding the date of the special meeting.

Q:		Can I revoke my form of election after I have submitted it to the paying agent?
A:		You may revoke your form of election and withdraw all or any portion of the shares submitted with your letter of transmittal and file a new form of election at any time prior to 5:00 p.m., New York City time, on           , 2008, the fifth business day immediately preceding the date of the special meeting, by submitting a written notice of revocation to the paying agent or a new form of election, in each case, together with a notice of withdrawal. Revocations must specify the name in which your shares are registered on the stock transfer books of Clear Channel and such other information as the paying agent may request. If you wish to submit a new election, you must do so in accordance with the election procedures described in this proxy statement/prospectus and the form of election and include a letter of transmittal with any shares which were not previously submitted. If you instructed a broker to submit an election for your shares, you must follow your broker’s directions for changing those instructions. Whether you revoke your election by submitting a written notice of revocation or by submitting a new form of election and notice of withdrawal, the notice or new form of election must be received by the paying agent by the election deadline of 5:00 p.m., New York City time, on           , 2008, the fifth business day immediately preceding the date of the special meeting, in order for the revocation to be valid. From and after such time, the elections will be irrevocable and you may no longer change or revoke your election or withdraw your shares.
Q:		What happens if I don’t make an election?
A:		If you do not make an election with respect to any of your shares of Clear Channel common stock or options to purchase Clear Channel common stock, you will be deemed to have made a Cash Election with respect to such shares.
Q:		What happens if I transfer my shares of Clear Channel common stock before the special meeting?
A:		The record date of the special meeting is earlier than the meeting date and earlier than the expected closing of the merger. If you transfer your shares of common stock after the record date, you will retain your right to vote the shares at the special meeting, but will have transferred your right to receive the Merger Consideration.
Q:		May I submit a form of election even if I do not vote to approve and adopt the merger agreement?
A:		Yes. You may submit a form of election even if you vote against the approval and adoption of the merger agreement or abstain or do not register any vote with respect to the approval and adoption of the merger agreement. However, all forms of election to be valid must be submitted prior to 5:00 p.m., New York City time, on    , 2008, the fifth business day immediately preceding the date of the special meeting, together with a letter of transmittal and the certificates or book-entry shares representing the shares of Clear Channel common stock for which you make a Stock Election.
Q:		Am I entitled to exercise appraisal rights instead of receiving the Merger Consideration for my shares?
A:		Yes. If you hold Clear Channel common stock, you are entitled to appraisal rights under Texas law in connection with the merger if you meet certain conditions, which are described under the caption “Dissenters’ Rights of Appraisal” beginning on page 184 of this proxy statement/prospectus.
Q:		When do you expect the merger to be completed?
A:		We anticipate that the merger will be completed by September 30, 2008, assuming satisfaction or waiver of all of the conditions to the merger. However, because the merger is subject to certain conditions the exact timing and likelihood of the completion of the merger cannot be predicted. Except in limited circumstances or unless amended after the date hereof, the merger agreement is subject to termination by either party after December 31, 2008 if the merger has not been consummated by that date.
Q:		What happens if the merger is not consummated?
A:		If the approved merger is not completed for any reason, shareholders and optionholders will not receive any payment for their shares and/or options in connection with the merger. Clear Channel will remain an independent public company, shares of Clear Channel common stock will continue to be listed and traded on the NYSE and options will remain outstanding (subject to their terms). Any certificates for shares or options and any book-entry shares delivered together with the form of election and letter of transmittal will be returned at no cost to you. Under specified circumstances, Clear Channel may be required to pay the Fincos a termination fee of up to $500 million or pay the Fincos certain agreed-upon amounts up to $150 million in respect of expenses as described in this proxy statement/prospectus under the caption “The Merger Agreement — Termination Fees.”

Q:		Will I continue to receive quarterly dividends?
A:		No, you will not continue to receive dividends between now and the close of the merger. See “The Merger Agreement — Conduct of Clear Channel's Business Pending the Merger” on page 149 and “Description of Holdings’ Capital Stock — Dividends” beginning on page 174 of this proxy statement/prospectus for a discussion of the dividend policy following the close of the merger.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

Q:		Where and when is the special meeting?
A:		The special meeting will be held at            on           , 2008, at      , local time.
Q:		What matters will be voted on at the special meeting?
A:		You will be asked to consider and vote on the following proposals:

	•		to approve and adopt the merger agreement; and
	•		to approve the adjournment or postponement of the special meeting, if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve and adopt the merger agreement.

Q:		How does Clear Channel’s board of directors recommend that I vote on the approval and adoption of the merger agreement?
A:		Clear Channel’s board of directors by unanimous vote recommends that you vote:

	•		“FOR” the approval and adoption of the merger agreement; and
	•		“FOR” the adjournment/postponement proposal.

Q:		Who is entitled to vote at the special meeting?
A:		All holders of Clear Channel common stock as of the record date are entitled to vote at the special meeting, or any adjournments or postponements thereof. As of the record date there were            shares of Clear Channel common stock outstanding and entitled to vote, held by approximately            holders of record. Each holder of Clear Channel common stock is entitled to one vote for each share the shareholder held as of the record date.
Q:		What constitutes a quorum?
A:		The presence, in person or by proxy, of shareholders holding a majority of the outstanding shares of Clear Channel common stock on the record date is necessary to constitute a quorum at the special meeting.
Q:		What vote of Clear Channel’s shareholders is required to approve and adopt the merger agreement?
A:		For us to complete the merger, shareholders holding two-thirds of the outstanding shares of Clear Channel common stock on the record date must vote “FOR” the approval and adoption of the merger agreement, with each share having a single vote for these purposes. Only votes cast “FOR” the merger proposal constitute affirmative votes. Abstentions are counted for quorum purposes, but since they are not votes cast “FOR” the merger proposal, they will have the same effect as a vote “AGAINST” the merger proposal. Accordingly, failure to vote or an abstention will have the same effect as a vote “AGAINST” the approval and adoption of the merger agreement.
Q:		What vote of Clear Channel’s shareholders is required to approve the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies?
A:		The proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies requires the affirmative vote of shareholders holding a majority of the outstanding shares of Clear Channel common stock present or represented by proxy at the special meeting and entitled to vote on the matter. Only votes cast “FOR” the adjournment/postponement proposal constitute affirmative votes. Abstentions are counted for quorum purposes, but since they are not votes cast “FOR” the adjournment/postponement proposal, they will have the same effect as a vote “AGAINST” the adjournment/postponement proposal. Broker non-votes are also counted for quorum purposes, but will not count as shares present and entitled to vote to adjourn or postpone the meeting. As a result, broker non-votes will have no effect on the vote to adjourn or postpone the special meeting.

Q:		How can I vote my shares in person at the special meeting?
A:		Shares held directly in your name as the shareholder of record may be voted by you in person at the special meeting. If you choose to do so, please bring the enclosed proxy card and proof of identification. Even if you plan to attend the special meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the special meeting. If you vote your shares in person at the special meeting any previously submitted proxies will be revoked. Shares held in “street name” may be voted in person by you at the special meeting only if you obtain a signed proxy from the shareholder of record giving you the right to vote the shares. Your vote is important. Accordingly, we urge you to sign and return the accompanying proxy card whether or not you plan to attend the special meeting.
		If you plan to attend the special meeting, please note that space limitations make it necessary to limit attendance to shareholders and one guest. Admission to the special meeting will be on a first-come, first-served basis. Registration and seating will begin at           . Each shareholder may be asked to present valid picture identification issued by a government agency, such as a driver’s license or passport. Shareholders holding stock in street name will need to bring a copy of a brokerage statement reflecting stock ownership as of the record date. Cameras (including cellular telephones with photographic capabilities), recording devices and other electronic devices will not be permitted at the special meeting.
Q:		How can I vote my shares without attending the special meeting?
A:		Whether you hold shares of Clear Channel common stock directly as the shareholder of record or beneficially in street name, when you return your proxy card or voting instructions accompanying this proxy statement/prospectus, properly signed, the shares represented will be voted in accordance with your direction unless you subsequently revoke such proxy or vote in person at the special meeting, as described above.
Q:		If my shares are held in “street name” by my broker, will my broker vote my shares for me?
A:		Your broker will not vote your shares on your behalf unless you provide instructions to your broker on how to vote. You should follow the directions provided by your broker regarding how to instruct your broker to vote your shares. Without those instructions, your shares will not be voted, which will have the same effect as voting “AGAINST” the approval and adoption of the merger agreement.
Q:		What do I need to do now?
A:		We urge you to read this proxy statement/prospectus carefully, including its annexes and the information incorporated by reference, and to consider how the merger affects you. If you are a shareholder as of the record date, then you can ensure that your shares are voted at the special meeting by completing, signing, dating and returning each proxy card in the postage-paid envelope provided, or if you hold your shares through a broker or bank, by submitting your proxy by telephone or the Internet prior to the special meeting.
Q:		If I have previously submitted a proxy, is it still valid?
A:		No. If you have previously submitted a proxy card in response to Clear Channel’s prior solicitations, these proxy cards will not be valid at this meeting and will not be voted. If your shares are held in “street name,” you should check the voting instruction card provided by your broker to see which voting options are available and the procedures to be followed. If you hold shares through a broker or other nominee, you should follow the procedures provided by your broker or nominee. Please complete and submit a validly executed proxy card for the special meeting, even if you have previously delivered a proxy. If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll free at (877) 456-3427.
Q:		How do I revoke or change my vote?
A:		You can change your vote at any time before your proxy is voted at the special meeting. You may revoke your proxy by notifying Clear Channel in writing or by submitting a later-dated new proxy by mail to Clear Channel c/o Innisfree M&A Incorporated at 501 Madison Avenue, 20th Floor, New York, NY 10022. In addition, your proxy may be revoked by attending the special meeting and voting in person. However, simply attending the special meeting will not revoke your proxy. If you hold your shares in “street name” and have instructed a broker to vote your shares, the above-described options for changing your vote do not apply, and instead you must follow the instructions received from your broker to change your vote.

Q:		What does it mean if I get more than one proxy card or vote instruction card?
A:		If your shares are registered differently and are in more than one account, you will receive more than one card. Please sign, date and return all of the proxy cards you receive (or if you hold your shares of Clear Channel common stock through a broker or bank by telephone or the Internet prior to the special meeting) to ensure that all of your shares are voted.
Q:		What if I return my proxy card without specifying my voting choices?
A:		If your proxy card is signed and returned without specifying choices, the shares will be voted as recommended by the Board.
Q:		Who will bear the cost of this solicitation?
A:		The expenses of preparing, printing and mailing this proxy statement/prospectus and the proxies solicited hereby will be borne by Clear Channel. Additional solicitation may be made by telephone, facsimile or other contact by certain directors, officers, employees or agents of Clear Channel, none of whom will receive additional compensation therefor. Clear Channel will, upon request, reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses for forwarding material to the beneficial owners of shares held of record by others. The Fincos, directly or through one or more affiliates or representatives, may at their own cost, also, make additional solicitation by mail, telephone, facsimile or other contact in connection with the merger.
Q:		Will a proxy solicitor be used?
A:		Yes. Clear Channel has engaged Innisfree to assist in the solicitation of proxies for the special meeting and Clear Channel estimates that it will pay Innisfree a fee of approximately $50,000. Clear Channel has also agreed to reimburse Innisfree for reasonable administrative and out-of-pocket expenses incurred in connection with the proxy solicitation and indemnify Innisfree against certain losses, costs and expenses. The Sponsors may hire an independent proxy solicitor and will pay such solicitor the customary fees for the proxy solicitation services rendered.

QUESTIONS

     If you have additional questions about the merger or other matters discussed in this proxy statement/prospectus after reading this proxy statement/prospectus, please contact Clear Channel’s proxy solicitor, Innisfree, at:

Innisfree M&A Incorporated
501 Madison Avenue
20th Floor
New York, NY 10022
Shareholders Call Toll-Free: (877) 456-3427
Banks and Brokers Call Collect: (212) 750-5833

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION

     This proxy statement/prospectus, and the documents to which we refer you to in this proxy statement/prospectus, contain “forward-looking” statements based on estimates and assumptions. Forward-looking statements include information concerning possible or assumed future results of operations of Holdings and Clear Channel, the expected completion and timing of the merger and other information relating to the merger. There are “forward-looking” statements throughout this proxy statement/prospectus, including, among others, under the headings “Questions and Answers About the Merger and the Special Meeting,” “Summary,” “The Merger,” “Opinion of Clear Channel’s Financial Advisor,” “Regulatory Approvals,” and “Merger Related Litigation,” and in statements containing the words “believes,” “estimates,” “expects,” “anticipates,” “intends,” “contemplates,” “may,” “will,” “could,” “should,” or “would” or other similar expressions.

     You should be aware that forward-looking statements involve known and unknown risks and uncertainties. Although we believe that the expectations reflected in these forward-looking statements are reasonable, we cannot assure you that the actual results or developments we anticipate will be realized, or even if realized, that they will have the expected effects on the business or operations of Holdings and Clear Channel. These forward-looking statements speak only as of the date on which the statements were made and we expressly disclaim any obligation to release publicly any updates or revisions to any forward-looking statements included in this proxy statement/prospectus or elsewhere.

     In addition to other factors and matters contained or incorporated in this document, the following factors could cause actual results to differ materially from those discussed in the forward-looking statements:

•

the financial performance of Clear Channel through the completion of the merger;

•

the satisfaction of the closing conditions set forth in the merger agreement;

•

the possibility that the parties will be unable to obtain the approval of Clear Channel’s shareholders;

•

the possibility that the merger may involve unexpected costs;

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, including a termination under circumstances that could require Clear Channel to pay a termination fee in the amount of $200 million or $500 million;

•

the outcome of any legal proceedings instituted against Holdings, Clear Channel and others in connection with the proposed merger;

•

the impact of planned divestitures;

•

the failure of the merger to close for any reason;

•

the effect of the announcement of the merger on Clear Channel’s customer relationships, operating results and business generally;

•

business uncertainty and contractual restrictions that may exist during the pendency of the merger;

•

changes in interest rates;

•

any significant delay in the expected completion of the merger;

•

the amount of the costs, fees, expenses and charges related to the merger;

•

diversion of management’s attention from ongoing business concerns;

•

the need to allocate significant amounts of Clear Channel’s cash flow to make payments on Clear Channel’s indebtedness, which in turn could reduce Clear Channel’s financial flexibility and ability to fund other activities;

and other risks set forth in Clear Channel’s current filings with the SEC, including Clear Channel’s most recent filings on Forms 10-Q and 10-K. See “Where You Can Find Additional Information” on page 187 of this proxy statement/prospectus. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty.

SUMMARY

     This summary highlights selected information from the proxy statement/prospectus and may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, its annexes and the documents referred to or incorporated by reference in this proxy statement/prospectus. You may obtain the information incorporated by reference in this proxy statement/prospectus without charge by following the instructions under “Where You Can Find Additional Information” beginning on page 187 of this proxy statement/prospectus.

     We encourage you to read the merger agreement, including Amendment No. 1, Amendment No. 2 and Amendment No. 3, carefully and in their entirety, because they are the legal documents that govern the parties’ agreement pursuant to which Clear Channel will be acquired by Holdings through a merger of Merger Sub with and into Clear Channel. The description in this section and elsewhere in this proxy statement/prospectus is qualified in its entirety by the merger agreement and does not purport to contain all of the information about the merger agreement that may be important to you. Each item in this summary includes a page reference directing you to a more complete description of that item.

The Merger (See “The Merger Agreement” on page 140)		The merger agreement provides that Merger Sub will be merged with and into Clear Channel. Each outstanding share of the common stock, par value $0.10 per share, of Clear Channel will be converted into the right to receive either (1) the Cash Consideration, including, if applicable, any Additional Equity Consideration, or (2) the Stock Consideration, subject to adjustment if the election to receive the Stock Consideration is oversubscribed and cutback if a holder would otherwise receive more than 11,111,112 shares of Holdings Class A common stock. The shares of common stock of Clear Channel which may be converted into the right to receive the Stock Consideration or the Cash Consideration, which we refer to as the “Public Shares,” include restricted shares, but exclude shares held in the treasury of Clear Channel or owned by Merger Sub or Holdings immediately prior to the effective time of the merger, shares held by shareholders who do not vote in favor of the approval and adoption of the merger agreement and who properly demand and perfect appraisal rights in accordance with Texas law, if any, and equity securities which are subject to agreements between certain directors or employees of Clear Channel and the Fincos pursuant to which such shares and options are to be converted into equity securities of Holdings in the merger.
		In addition, each holder of options to purchase Clear Channel common stock as of the record date shall have the right to make an election to convert all or any portion of such options into such number of shares of Clear Channel common stock, which we refer to as the “Net Electing Option Shares,” which would be issuable if such options were exercised net of a number of option shares having a value (based on the Cash Consideration) equal to the exercise price for such option shares and any required tax withholding. Each holder of Net Electing Option Shares will have the right to make a Stock Election for such Net Electing Option Shares (subject to the limitations described below).
		In addition, if the merger becomes effective after November 1, 2008, each holder of a Public Share and/or a Net Electing Option Share at the effective time of the merger (whether converted into the right to receive the Stock Consideration or the Cash Consideration) will also have the right to receive an amount in cash equal to the Additional Cash Consideration.
Effects of the Merger (See “The Merger Agreement — Effects of the Merger; Structure” on page 141)		If the merger agreement is adopted by Clear Channel’s shareholders and the other conditions to closing are satisfied, Merger Sub will merge with and into Clear Channel. The separate corporate existence of Merger Sub will cease, and Clear Channel will continue as the surviving corporation. Upon completion of the merger, your Public Shares and/or Net Electing Option Shares will be converted into the right to receive the Cash Consideration (including, if applicable, any Additional Equity Consideration) or Stock Consideration, in accordance with your election, and subject to any applicable pro rata adjustments or cutbacks, unless you have properly exercised your appraisal rights in accordance with Texas law. The surviving corporation will become an indirect wholly owned subsidiary of Holdings and you will cease to have any ownership interest in the surviving corporation, any rights as its shareholder and you will no longer have any interest in Clear Channel’s future earnings or growth (other than through your ownership of shares of Holdings Class A common stock, if any).
		Following completion of the merger, Clear Channel’s common stock will be delisted from the NYSE and will no longer be publicly traded and all Clear Channel stock options will cease to be outstanding. In addition, following completion of the merger, the registration of Clear Channel common stock and Clear Channel’s reporting obligations with respect to Clear Channel common stock under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) will be terminated upon application to the Securities and Exchange

		entities) up to an aggregate of $2.4 billion of equity securities of Holdings and to cause all or a portion of such cash to be contributed to Merger Sub as needed for the merger and related transactions (including payment of cash merger consideration to Clear Channel shareholders, repayment of certain Clear Channel debt, and payment of certain transaction fees and expenses), which we refer to as “Equity Financing.” Each of the equity commitments may be satisfied by compliance with the provisions of the Escrow Agreement and was reduced by half of the amount of any or all amounts actually contributed into escrow in accordance with the Escrow Agreement, by or on behalf of Merger Sub, Holdings or certain of their affiliates. The equity commitment letters entered into in connection with Amendment No. 3 superseded the equity commitment letters previously delivered by the Sponsors.
		Debt Financing. In connection with Amendment No. 3 and the Settlement Agreement, on May 13, 2008, Merger Sub entered into definitive agreements providing for $19.1 billion in aggregate debt financing (the “Debt Financing”). The Debt Financing consists of (i) senior secured credit facilities in an aggregate principal amount of approximately $15.8 billion, subject to increase in certain circumstances (the “Senior Secured Credit Facilities”), (ii) a receivables based facility of up to $1.0 billion (subject to reduction in certain circumstances) with availability limited by a “borrowing base” (the “Receivables Based Credit Facility”), and (iii) a note purchase agreement (together with the Senior Secured Credit Facilities and the Receivables Based Facility, the “Financing Agreements”) for the issuance of $980 million aggregate principal amount of its 10.75% senior cash pay notes due 2016 (the “Senior Cash Pay Notes”) and $1.33 billion aggregate principal amount of its 11.00%/11.75% senior toggle notes due 2016 (the “Senior Toggle Notes”). The proceeds of the Debt Financing on the closing date will be used to finance, in part, the payment of the merger consideration, the repayment or refinancing of certain of our debt outstanding on the closing date of the merger and the payment of fees and expenses in connection with the transactions contemplated by the merger agreement.
Regulatory Approvals (See “Regulatory Approvals” on page 138)		Under the Communications Act of 1934, as amended, which we refer to as the “Communications Act,” Clear Channel and the Fincos may not complete the merger unless they have first obtained the approval of the Federal Communications Commission, which we refer to as the “FCC,” to transfer control of Clear Channel’s FCC licenses to affiliates of the Fincos. FCC approval is sought through the filing of applications with the FCC, which are subject to public comment and objections from third parties. Pursuant to the merger agreement, the parties filed on December 12, 2006 the applications to transfer control of Clear Channel’s FCC licenses to affiliates of the Fincos. On June 19, 2007, Clear Channel filed applications to place certain of its FCC licenses into a divestiture trust to facilitate closing of the merger in compliance with FCC media ownership rules. On January 24, 2008, the FCC granted the applications to transfer Clear Channel. The FCC consents to the transfer of control of Clear Channel are subject to certain conditions which the parties intend to satisfy prior to the closing of the merger and remain in effect as granted or as extended. The FCC grants extensions of authority to consummate previously approved transfers of control either by right or for good cause shown. We anticipate that the FCC will grant any necessary extensions of the effective period of the previously issued consents for consummation of the transfer.
		Under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which we refer to as the “HSR Act,” and the rules promulgated thereunder, Clear Channel cannot complete the merger until it notifies and furnishes information to the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice, and the applicable waiting period has expired or been terminated.

Following the closing of the merger, Holdings will provide each U.S. holder with sufficient information to determine (i) the number of shares of Clear Channel stock disposed of by such U.S. holder in each of the deemed redemption transaction and the deemed exchange transaction, (ii) the amount of cash such U.S. holder received in the deemed redemption transaction and (iii) the number of shares of Holdings Class A common stock and the amount of cash such U.S. holder received in the deemed exchange transaction. Such information will not be ascertainable until after the closing of the merger.

Conditions to the Merger (See “The Merger Agreement — Conditions to		Before the merger can be completed, a number of conditions must be satisfied. These conditions include:
the Merger” on page 157)

	•		approval and adoption of the merger agreement by Clear Channel’s shareholders;
	•		the expiration or termination of any applicable waiting period under the HSR Act and any applicable foreign antitrust laws (which the parties have acknowledged have been satisfied); and such expiration or termination continuing to be in effect on the closing date of the merger;
	•		no governmental authority having enacted any law or order making the merger illegal or otherwise prohibiting the consummation of the merger;
	•		the receipt of the approval of the FCC to transfer control of Clear Channel’s FCC licenses to affiliates of the Fincos, which we refer to as the “FCC Consent” (which the parties have acknowledged have been satisfied), and the FCC Consent shall not have been revoked and shall continue to be in effect as of the closing date;
	•		the performance, in all material respects, by Clear Channel of certain specified operating covenants set forth in the merger agreement, and no “Material Adverse Effect on Clear Channel” (as defined on page 147 of this proxy statement/prospectus) having occurred as a result of Clear Channel’s failure to perform or comply with any other agreement or covenant in the merger agreement; and
	•		the performance in all material respects, by the Fincos, Holdings and Merger Sub of their respective agreements and covenants in the merger agreement.

If a failure to satisfy one of these conditions to the obligations of Clear Channel to complete the merger is not considered by Clear Channel’s board of directors to be material to its shareholders, the board of directors may waive compliance with that condition. Clear Channel’s board of directors is not aware of any condition to the merger that cannot be satisfied. Under Texas law, after the merger agreement has been approved and adopted by Clear Channel’s shareholders, the Merger Consideration cannot be changed and the merger agreement cannot be altered in a manner adverse to Clear Channel’s shareholders without re-submitting the revisions to Clear Channel’s shareholders for their approval. To the extent that either party to the merger waives any material condition to the merger and such change in the terms of the transaction renders the disclosure previously provided to Clear Channel’s shareholders materially misleading, Clear Channel will recirculate this proxy statement/prospectus and resolicit proxies from its shareholders.

Solicitation of Alternative Proposals (See “The Merger Agreement — Solicitation of Alternative Proposals” on page 152)		Following execution of the merger agreement and until 11:59 p.m., Eastern Standard Time, on December 7, 2006, Clear Channel was permitted to initiate, solicit and encourage a Competing Proposal from third parties (including by way of providing access to non-public information and participating in discussions or negotiations regarding, or taking any other action to facilitate a Competing Proposal). During this period 22 parties were contacted, including 16 potential strategic buyers and six private equity firms (two of which had previously been contacted, but had not entered into confidentiality agreements). Clear Channel did not receive any Competing Proposals from the parties that were contacted or any other person prior to 11:59 p.m. Eastern Standard Time on December 7, 2006.
		From and after 11:59 p.m., Eastern Standard Time, on December 7, 2006 Clear Channel has agreed not to:

	•		initiate, solicit, or knowingly facilitate or encourage the submission of any inquiries proposals or offers with respect to a Competing Proposal (including by way of furnishing information);
	•		participate in any negotiations regarding, or furnish to any person any information in connection with, any Competing Proposal;
	•		engage in discussions with any person with respect to any Competing Proposal;
	•		approve or recommend any Competing Proposal;
	•		enter into any letter of intent or similar document or any agreement or commitment providing for any Competing Proposal;
	•		otherwise cooperate with, or assist or participate in, or knowingly facilitate or encourage any effort or attempt by any person (other than the Fincos or their representatives) with respect to, or which would reasonably be expected to result in, a Competing Proposal; or
	•		exempt any person from the restrictions contained in any state takeover or similar law or otherwise cause such restrictions not to apply to any person or to any Competing Proposal.

From and after 11:59 p.m. Eastern Standard Time on December 7, 2006 Clear Channel agreed to:

	•		immediately cease and cause to be terminated any solicitation, encouragement, discussion or negotiation with any persons conducted prior to November 16, 2006 with respect to any actual or potential Competing Proposal; and
	•		with respect to parties with whom discussions or negotiations have been terminated on, prior to or subsequent to November 16, 2006, use its reasonable best efforts to obtain the return or the destruction of, in accordance with the terms of the applicable confidentiality agreement, any confidential information previously furnished by it.

Notwithstanding these restrictions, at any time prior to the approval of the merger agreement by Clear Channel shareholders (which for these purposes does not include the vote held at the September 25, 2007 special meeting of Clear Channel shareholders), if Clear Channel receives a written Competing Proposal that Clear Channel’s board of directors determines in good faith, after consultation with Clear Channel’s outside legal counsel and financial advisors, constitutes a proposal that satisfies certain criteria described on page 154 of this proxy statement/prospectus and is on terms more favorable to the holders of Clear Channel’s common stock from a financial point of view than the terms set forth in the merger agreement or any other proposal made by the Fincos, which we refer to as a “Superior Proposal,” Clear Channel may, subject to certain conditions:

	•		furnish information to the third party making the Competing Proposal; and
	•		engage in discussions or negotiations with the third party with respect to the Competing Proposal.

In addition, Clear Channel may terminate the merger agreement and enter into a definitive agreement with respect to a Competing Proposal if it receives a bona fide written Competing Proposal that Clear Channel’s board of directors determines in good faith, after consultation with Clear Channel’s outside counsel and financial advisors, is a Superior Proposal (after giving effect to any adjustments to the terms of the merger agreement offered by the Fincos in response to the Competing Proposal) and if Clear Channel’s board of directors determines in good faith, after consultation with Clear Channel’s outside counsel, that the failure to take such action would reasonably be expected to be a breach of the board of directors’ fiduciary duties under applicable law.

•

by either the Fincos or Clear Channel, if:

	•		the closing of the merger has not occurred on or before December 31, 2008, which may be extended under certain limited circumstances, which we refer to as the “Termination Date”;
	•		any governmental entity has issued an order, decree or ruling or taken any other action permanently restraining, enjoining or otherwise prohibiting the merger and that order or other action is final and non-appealable;
	•		Clear Channel’s shareholders do not approve and adopt the merger agreement at the special meeting or any postponement or adjournment thereof; or
	•		there is a material breach by the non-terminating party of any of its covenants or agreements in the merger agreement that would result in the failure of certain closing conditions and that breach has not been cured within 30 days following delivery of written notice by the terminating party;

	•		by Clear Channel, if, prior to the approval and adoption of the merger agreement by the shareholders, the board of directors has concluded in good faith, after consultation with outside legal and financial advisors, that a Competing Proposal is a Superior Proposal;
	•		by the Fincos, if the board of directors changes, qualifies, withdraws or modifies in a manner adverse to the Fincos its recommendation that Clear Channel’s shareholders approve and adopt the merger agreement, or fails to reconfirm its recommendation within five business days of receipt of a written request from the Fincos; or
	•		by the Fincos, if the board of directors fails to include in the proxy statement/prospectus distributed to Clear Channel’s shareholders, its recommendation that Clear Channel’s shareholders approve and adopt the merger agreement.

		(iii) the Fincos, if the Fincos are not in material breach of their obligations under the merger agreement and if Clear Channel has breached its obligations under the merger agreement, which breach has not been cured within 30 days; and
		within twelve (12) months after such termination (i) Clear Channel or any of its subsidiaries consummates a transaction based on a proposal submitted by certain agreed third parties (we refer to such third parties as “Contacted Parties” and such a proposal as a “Contacted Parties Proposal”), (ii) Clear Channel or any of its subsidiaries enters into a definitive agreement with respect to a Contacted Party Proposal, or (iii) one or more Contacted Parties acting alone or as a group (as defined in Section 13(d) of the Exchange Act, with certain exceptions), commences a tender offer with respect to a Contacted Party Proposal, and, in the case of each of clause (ii) and (iii) above, subsequently consummates (whether during or after such twelve (12) month period) such Contacted Party Proposal (all as described on page 160 of this proxy/prospectus).
		The merger agreement and the Escrow Agreement provide that, upon termination of the merger agreement under specified circumstances, Clear Channel will be entitled to receive a termination fee that will be funded pursuant to the terms of the Escrow Agreement. The circumstances under which that fee will be payable are as follows:
		(i) if Clear Channel or the Fincos terminate the merger agreement, because the effective time of the merger has not occurred on or before the Termination Date, the terminating party has not breached in any material respect its obligations under the merger agreement that proximately caused the failure to consummate the merger on or before the Termination Date, and all conditions to the Fincos’ and Merger Sub’s obligation to consummate the merger have been satisfied, then Clear Channel will be entitled to receive a termination fee of $600 million in cash that will be paid pursuant to the Escrow Agreement; and
		(ii) if Clear Channel terminates the merger agreement, due to the Fincos, Holdings and Merger Sub having breached or failed to perform in any material respect any of their obligations under the merger agreement such that certain closing conditions would not be satisfied, which breach has not been cured within 30 days and all conditions to the Fincos’ and Merger Sub’s obligation to consummate the merger have been satisfied, then Clear Channel will be entitled to receive a termination fee of $150 million in cash that will be paid pursuant to the Escrow Agreement. The amount of the termination fee is increased to $600 million in cash if such termination is due to a willful and material breach by the Fincos, Holdings and Merger Sub;
		In the event that the merger agreement is terminated by Clear Channel or the Fincos because of the failure to obtain the approval of Clear Channel’s shareholders at the special meeting or any adjournment or postponement thereof, and a termination fee is not otherwise then payable by Clear Channel under the merger agreement, Clear Channel has agreed to pay reasonable out-of-pocket fees and expenses incurred by the Fincos, Merger Sub and Holdings in connection with the merger agreement and this proxy statement/prospectus, not to exceed an amount equal to $45 million. If Clear Channel becomes obligated to pay a termination fee under the merger agreement after payment of the expenses, the amount previously paid to the Fincos as expenses will be credited toward the termination fee amount payable by Clear Channel.
		In addition, Clear Channel will promptly pay the Fincos a set amount in respect of the expenses incurred by Merger Sub and the Fincos (which amount will be in addition to any termination fees that may become payable by Clear Channel) as follows:

		(i) $150 million if the Fincos terminate the merger agreement because Clear Channel has breached or failed to perform in any material respect any of its covenants or other agreements set forth in the merger agreement such that the corresponding closing condition would not be satisfied, which breach has not been cured within 30 days; and
		(ii) $100 million if the merger agreement is terminated:
		(a) by Clear Channel, prior to approval and adoption of the merger agreement by Clear Channel’s shareholders, in order to enter into a definitive agreement relating to a Superior Proposal; (b) by the Fincos, if the board of directors effects a Change of Recommendation, fails to reconfirm Company Recommendation, or fails to include the Company Recommendation in this proxy statement/prospectus; or (c) by either the Fincos or Clear Channel if the closing of the merger has not occurred on or before the Termination Date, and the party seeking termination has not breached in any material respect its obligations under the merger agreement that shall have proximately caused the failure to consummate the merger on or before the Termination Date.
Limited Guarantee of the Sponsors (See “The Merger Agreement — Limited Guarantees” on page 161)		In connection with Amendment No. 3, each of the Sponsors and Clear Channel entered into an amended and restated limited guarantee pursuant to which, among other things, each of the Sponsors is providing Clear Channel a guarantee of payment of its pro rata portion of the termination fees payable by Merger Sub. The amended and restated limited guarantees entered into in connection with Amendment No. 3 superseded the limited guarantees previously delivered by the Sponsors. The Sponsors’ obligations under the amended and restated limited guarantees was reduced ratably to the extent that they paid any amount, or caused any amount to be paid, into escrow under the Escrow Agreement.
Transaction Fees and Certain Affiliate Transactions (See “The Merger Agreement — Transaction Fees” on page 156 and “Certain Affiliate Transactions” on page 116)		As part of the merger agreement, the Fincos have agreed that the transaction fees paid to or to be paid to the Fincos or their affiliates in connection with the closing of the merger will not exceed $87.5 million. Other than those fees, unless otherwise approved by Clear Channel’s independent directors or holders of a majority of the outstanding shares of Class A common stock of Holdings, none of Holdings or any of its subsidiaries will pay management, transaction, monitoring or any other fees to the Fincos or their affiliates except pursuant to an arrangement whereby the holders of shares of Holdings Class A common stock are made whole for any portion of such fees paid by Holdings or any of its subsidiaries.
Settlement Agreement (See “Settlement and Escrow Agreements” on page 162)		On May 13, 2008, Clear Channel, Merger Sub, the Fincos, Holdings and Clear Channel Capital IV, LLC (“CCC IV”) entered a settlement agreement with a bank syndicate comprised of Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc., Morgan Stanley Senior Funding, Inc., Credit Suisse, Cayman Islands Branch, Credit Suisse Securities (USA) LLC, The Royal Bank of Scotland PLC, RBS Securities Corporation, Wachovia Bank, National Association, Wachovia Investment Holdings, LLC, Wachovia Capital Markets, LLC, Deutsche Bank AG New York Branch, Deutsche Bank AG Cayman Island Branch and Deutsche Bank Securities Inc. (collectively, the “Banks”) pursuant to which they settled certain ongoing litigation initiated in New York and Texas (the “Settlement Agreement”).
		Clear Channel, Merger Sub, the Fincos, Holdings, CCC IV and the Sponsors agreed to release their outstanding claims against the Banks in exchange for the Banks agreeing:

Resale of Holdings Class A Common Stock (See “Resale of Holdings Class A Common Stock” on page 139)		The shares of Holdings Class A common stock issued in the merger will not be subject to any restrictions on transfer arising under the Securities Act of 1933, as amended, which we refer to as the “Securities Act,” except for shares issued to any Clear Channel shareholder who may be deemed to be an “affiliate” of Clear Channel or Holdings for purposes of Rule 144 or Rule 145 under the Securities Act.
Holdings Stockholders Agreement (See “Stockholders Agreements” on page 171)		Holdings expects, prior to the consummation of the merger, to enter into a stockholders agreement with Merger Sub, certain of Clear Channel’s executive officers and directors who are expected to become stockholders of Holdings (including Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays), CCC IV and Clear Channel Capital V, L.P., a newly-formed limited partnership that is jointly controlled by affiliates of the Sponsors and is expected to hold all of the shares of Holdings non-voting Class C common stock that will be outstanding as of the closing of the merger (“CCC V”). It is anticipated that the stockholders agreement, among other things, (i) would specify how the parties would vote in elections of the board of directors of Holdings, (ii) restrict the transfer of shares subject to the agreement, (iii) include the ability of CCC IV to compel the parties to sell their shares in a change-of-control transaction or participate in a recapitalization of Holdings, (iv) give the parties the right to subscribe for their pro rata share of proposed future issuances of equity securities by Holdings or its subsidiaries to the Sponsors or their affiliates, (v) require the parties to agree to customary lock-up agreements in connection with underwritten public offerings and (vi) provide the parties with customary demand and “piggy-back” registration rights.
		Holdings, CCC IV and CCC V also expect to enter into a separate agreement with Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays that would set forth terms and conditions under which certain of their shares of Holdings common stock would be repurchased by Holdings following the termination of their employment (through the exercise of a “call option” by Holdings or a “put option” by Messrs. Mark P. Mays, Randall T. Mays and L. Lowry Mays, as applicable).
Description of Holdings’ Capital Stock (See “Description of Holdings’ Capital Stock” on page 174)		Pursuant to its third amended and restated certificate of incorporation, Holdings has the authority to issue 650,000,000 shares of common stock, of which (i) 400,000,000 shares will be Class A common stock, (ii) 150,000,000 shares will be Class B common stock and (iii) 100,000,000 shares will be Class C common stock.
		Voting. Every holder of shares of Class A common stock will be entitled to one vote for each share of Class A common stock. Every holder of shares of Class B common stock will be entitled to a number of votes per share equal to the number obtained by dividing (a) the sum of total number of shares of Class B common stock outstanding as of the record date for such vote and the number of Class C common stock outstanding as of the record date for such vote by (b) the number of shares of Class B common stock outstanding as of the record date for such vote. Except as otherwise required by law, the holders of outstanding shares of Class C common stock will not be entitled to any votes upon any questions presented to stockholders of Holdings.
		Other rights. Except with respect to voting as described above, and as otherwise required by law, all shares of Class A common stock, Class B common stock and Class C common stock will have the same powers, privileges, preferences and relative participating, optional or other special rights, and the qualifications,

		limitations or restrictions thereof, and will be identical to each other in all respects.
Comparison of Shareholder Rights (See “Comparison of Shareholder Rights” on page 177)		The rights of Clear Channel shareholders are currently governed by the Texas Business Corporation Act and the Texas Miscellaneous Corporate Laws Act, and Clear Channel’s restated articles of incorporation, as amended, and seventh amended and restated bylaws. The rights of Holdings shareholders are governed by the Delaware General Corporation Law, which we refer to as the “DGCL,” and Holdings’ third amended and restated certificate of incorporation and amended and restated bylaws. Upon completion of the merger, Clear Channel shareholders who receive Holdings Class A common stock will be stockholders of Holdings, and their rights will be governed by the DGCL and Holdings’ third amended and restated certificate of incorporation and amended and restated bylaws.
Management of Holdings (See “Board of Directors and Management of Holdings” on page 58 and “The Merger — Voting Agreements” on page 113)		Following the completion of the merger and the issuance of the Class A common stock of Holdings, Holdings will increase the size of its board of directors from eight members to twelve members. Holders of Holdings Class A common stock, voting as a separate class, will be entitled to elect two (2) members of Holdings’ board of directors. These directors are referred to in this proxy statement/prospectus as the “independent directors.” Because the Sponsors and their affiliates will hold a majority of the outstanding capital stock and voting power of Holdings after the merger, holders of Holdings Class A common stock, including shareholders and option holders who elect to receive Stock Consideration will not have the voting power to elect the remaining 10 members of Holdings’ board of directors. Pursuant to a voting agreement (the “Highfields Voting Agreement”) entered into among the Fincos, Merger Sub, Holdings and Highfields Capital I LP, a Delaware limited partnership, Highfields Capital II LP, a Delaware limited partnership, Highfields Capital III LP, an exempted limited partnership organized under the laws of the Cayman Islands, B.W.I. (together with Highfields Capital I, LP and Highfields Capital II, LP the “Highfields Funds,”) and Highfields Management, immediately following the effective time of the merger one of the independent directors of Holdings, who will also be named to Holdings’ nominating committee, will be Mr. Jonathon Jacobson, who is associated with Highfields Management, and the other independent director of Holdings will be Mr. David Abrams, who is associated with the Abrams Investors. In addition, until the Highfields Funds own less than 5% of the outstanding voting securities of Holdings issued as Stock Consideration, in connection with each election of independent directors, Holdings will nominate two candidates as independent directors, of which one candidate will be selected by Highfields Management (who initially will be Mr. Jonathon Jacobson) and one candidate will be selected by Holdings’ nominating committee after consultation with Highfields Management (who initially will be Mr. David Abrams). Holdings’ will recommend and solicit proxies for the election of such candidates, and to the extent authorized by stockholders granting proxies, vote the securities represented by all proxies granted by stockholders in favor of such candidates. Holdings has also agreed that until the termination of the Highfields Voting Agreement and subject to the fiduciary duties of Holdings’ board of directors, Holdings shall cause at least one of the independent directors to be appointed to each committee of the board of directors of Holdings, and if such independent director shall cease to serve as a director of Holdings or otherwise is unable to fulfill his or her duties on any such committee, Holdings shall cause the director to be succeeded by another independent director. Pursuant to the terms of the Escrow Agreement, the Highfield Funds delivered 11,111,112 shares of Clear Channel common stock into escrow to be exchanged for shares of Holdings Class A common stock. These shares represent the maximum number of shares issuable to the Highfield

		Funds pursuant to the Individual Cap.
		Holdings anticipates that after completion of the merger, the current executive officers of Clear Channel will be appointed as officers of Holdings by the board of directors of Holdings.

RISK FACTORS

     In addition to the other information included in, incorporated by reference in and found in the Annexes attached to this proxy statement/prospectus, including the matters addressed in the “Cautionary Statement Concerning Forward-Looking Information” on page 12, you should carefully consider the following risk factors in deciding whether to vote for approval of the merger agreement. In addition, you should read and consider the risks associated with the businesses of Clear Channel. You should also read and consider the other information in this proxy statement/prospectus and the other documents incorporated by reference in this proxy statement/prospectus. Please see “Where You Can Find Additional Information” on page 187. Additional risks and uncertainties not presently known to Clear Channel and Holdings or that are not currently believed to be important also may adversely affect the transaction and Holdings following the consummation of the merger.

Risks Relating to the Merger

      You may not receive the form of Merger Consideration that you elect for all of your shares. If you elect to receive Holdings Class A common stock, you may not receive that stock for all of your shares of Clear Channel common stock. The merger agreement contains provisions that are designed to ensure that, in the aggregate, no more than 30% of the total number of shares of Holdings capital stock will be issued pursuant to Stock Elections in exchange for outstanding shares of Clear Channel common stock (excluding Rollover Shares) and options to purchase shares of Clear Channel common stock. In the event that shareholders elect to receive a greater number of shares of Holdings Class A common stock, the number of shares of Holdings Class A common stock received by shareholders electing Holdings Class A common stock would be reduced, and you may receive all or a larger portion of your consideration in the form of cash. Accordingly, it is possible that a substantial number of holders of Clear Channel common stock who elect to receive Stock Consideration will not receive a portion of that Stock Consideration.

     If you elect to receive cash in exchange for some or all of your shares of Clear Channel common stock, you may nevertheless receive some shares of Holdings Class A common stock in exchange for your shares of Clear Channel common stock. If the total Sources of Funds are less than the total Uses of Funds, then shareholders electing to receive the Cash Consideration for some or all of their shares, on a pro rata basis, will be issued shares of Holdings Class A common stock in exchange for some of their shares of Clear Channel common stock, for which they make a Cash Election, up to a cap of 1/36 ^th of the total number for some of their shares of Clear Channel common stock for which such shareholder makes a Cash Election (rounded down to the nearest whole share). If you receive Class A common stock of Holdings, you will be subject to the risks applicable to a stockholder of Holdings identified in this proxy statement/prospectus and such other risks as may develop over time. Please see “Risk Factors — Risks Relating to Ownership of Holdings Class A Common Stock.”

      If you elect to receive Class A common stock of Holdings, your election will be irrevocable after           , 2008. You are being asked to make a Stock Election by 5:00 p.m. New York City time on           , 2008, the fifth business day immediately prior to the date of the special meeting (the “Election Deadline”), following which time, you may not revoke or change your election. If you are allocated shares of Holdings Class A common stock pursuant to a Stock Election, you will not be permitted to transfer your Public Shares or any options underlying your Net Electing Option Shares from and after the Election Deadline. There may be a substantial amount of time between the Election Deadline and the time the merger is completed. Accordingly, there can be no assurance that the value of the Stock Consideration at the time of the merger (or, if the merger agreement is terminated, shares of Clear Channel common stock subject to such Stock Election) will be the same as it was at the time of the Election Deadline or that the value of the Stock Consideration will not be lower than the value of the Cash Consideration at the time of the completion of the merger or termination of the merger agreement. You should carefully consider such factors in making your Merger Consideration election.

      If you make a Stock Election Prior to the Election Deadline, you will not be able to register the transfer of your shares of Clear Channel stock without revoking your election and withdrawing your shares and subsequent to the Election Deadline, you will not be able to register the transfer of your shares of Clear Channel stock. All Stock Elections will be irrevocable as of the Election Deadline. You will be required to deliver a letter of transmittal together with stock certificates or book-entry shares evidencing all of the shares for which you make a Stock Election prior to the Election Deadline. In order to register a transfer of your Public Shares after you submit a Stock Election (but prior to the Election Deadline), you must first revoke your Stock Election and withdraw your Public Shares. There may be a delay in your ability to register the transfer of your shares because of the revocation requirement and the withdrawal process. If you do not deliver the letter of transmittal together with the stock certificates or book-entry shares as required, the paying agent may reject your Stock Election and you will receive the Cash Consideration including, if applicable, any Additional Equity Consideration. There may be a substantial period of time between the Election Deadline and the date the merger is completed. During this period, you will not be able to sell or otherwise transfer any shares of Clear Channel stock so delivered.

      The value of your shares of Clear Channel common stock may change after the time you make an investment decision. We anticipate that the merger will be completed by the end of the third quarter of 2008, assuming receipt of the Shareholder Approval and satisfaction or waiver of the other conditions to the merger. However, the exact timing and likelihood of the completion of the merger cannot be predicted. The parties to the merger agreement agreed to the amount and terms of the merger consideration on May 13, 2008, and you are being asked to vote on the merger proposal and make an investment decision as of           , 2008. Between that date and the completion of the merger, there may be significant changes in the business, financial condition, results of operations, prospects or competitive position of Clear Channel or changes in conditions in the financial markets. Consequently, the value of your shares of Clear Channel common stock may increase or decrease after the date of the shareholders meeting. If the value of the shares of Clear Channel common stock increases during this time, you will not be entitled to any portion of the increase (other than through your ownership of shares of Holdings Class A common stock (if any) subsequent to the completion of the merger).

      Clear Channel’s board of directors has not made any recommendation with respect to whether a shareholder should make a Stock Election or regarding the Class A common stock of Holdings, attempted to value the Class A common stock of Holdings or received an opinion from a financial advisor as to Class A common stock of Holdings. Clear Channel’s board of directors makes no recommendation as to whether any shareholder should make a Stock Election and makes no recommendation regarding the Class A common stock of Holdings. Clear Channel’s board of directors has not received an opinion from Goldman Sachs or any other advisor as to the fairness, from a financial point of view, of the Stock Consideration to the unaffiliated shareholders. Clear Channel’s board of directors did not obtain an independent valuation or appraisal of the value of the Stock Consideration or the consolidated assets and liabilities of Holdings subsequent to the completion of the merger. A shareholder’s determination to make a Stock Election is a purely voluntary decision, and in limited circumstances, you may receive Holdings Class A common stock in exchange for some of your shares of Clear Channel common stock, despite that you did not make a Stock Election. In making a Stock Election, or if you otherwise receive Holdings Class A common stock, you will not have the benefit of any recommendation of Clear Channel’s board of directors or any opinion of the board of directors’ financial advisor. You should carefully consider all of the information included or incorporated in this proxy statement/prospectus, including the risk factors set forth in this section.

      Officers and directors of Clear Channel have certain interests in the merger that are different from, or in addition to, interests of Clear Channel shareholders. These interests may be perceived to have affected their decision to support or approve the merger. Clear Channel officers and directors have certain interests in the merger that are different from, or in addition to, interests of Clear Channel shareholders. These interests include, but are not limited to, the treatment of Clear Channel stock options held by directors and executive officers of Clear Channel in the merger, the vesting and accelerated payment of certain retirement benefits and the potential payment of certain severance benefits to executive officers, the continued employment after the merger of Mark P. Mays, as Chief Executive Officer, Randall T. Mays as President, and L. Lowry Mays as Chairman Emeritus of Holdings, and the indemnification of former Clear Channel officers and directors by Holdings. Clear Channel shareholders should be aware of these interests when considering Clear Channel’s board of directors’ recommendation to approve the merger agreement. Please see “The Merger — Interests of Clear Channel’s Board of Directors and Executive Officers in the Merger.”

      The merger agreement contains provisions that could affect the decisions of a third party considering making an alternative acquisition proposal to the merger. Under the terms of the merger agreement, in certain circumstances Clear Channel may be required to pay to the Fincos a termination fee of $500 million, in addition to payment of certain fees of the Sponsors up to a maximum of $150 million, in connection with termination of the merger agreement. In addition, the merger agreement limits the ability of Clear Channel to initiate, solicit, encourage or facilitate certain acquisition or merger proposals from a third party. These provisions could affect the decision by a third party to make a competing acquisition proposal, or the structure, pricing and terms proposed by a third party seeking to acquire or merge with Clear Channel. Please see “The Merger Agreement — Termination Fees” and “The Merger Agreement — Solicitation of Alternative Proposals.”

      Purported shareholder class action complaints have been filed against Clear Channel and the members of its board of directors challenging the merger and an unfavorable judgment or ruling in this lawsuit could prevent or delay the consummation of the merger and result in substantial costs. Clear Channel and the members of its board of directors were named in a purported shareholder class action complaints filed in Texas state court. The complaint seeks, among other things, to enjoin the merger, and alleges, among other things, that the directors have breached their fiduciary duties owed to Clear Channel’s shareholders. Clear Channel is obliged under certain circumstances to indemnify and hold harmless each director and officer from and against any and all claims and liabilities to which such director or officer shall have become subject by reason of being a director or officer, to the full extent permitted under Texas law. An adverse outcome in this lawsuit could prevent or delay the consummation of the merger or result in substantial costs to Clear Channel. It is also possible that other similar lawsuits may be filed in the future. Clear Channel cannot estimate any possible adverse consequence or loss from current or future litigation at this time.

      Clear Channel’s business may be adversely affected if the merger is not completed. There is no assurance that the merger will be approved by Clear Channel’s shareholders or that the other conditions to the completion of the merger will be satisfied. In the event that the merger is not completed, Clear Channel may be subject to several risks, including the following:

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the current market price of Clear Channel common stock may reflect a market assumption that the merger will occur and a failure to complete the merger could result in a decline in the market price of shares of Clear Channel common stock;

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management’s attention from Clear Channel’s day-to-day business may be diverted;

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uncertainties with regard to the merger may adversely affect Clear Channel’s relationships with its employees, vendors and customers; and

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Clear Channel may be required to pay significant transactions costs related to the merger, including under certain circumstances, a termination fee, as well as legal, accounting and other fees of the Sponsors, up to a maximum of $150 million.

      Uncertainties associated with the merger may cause a loss of employees. The ability to attract and retain experienced and skilled employees is one of the key drivers of our business and results. The success of Holdings subsequent to the merger will depend in part upon the ability of Clear Channel to retain key employees. Competition for qualified personnel can be very intense. In addition, key employees may depart because of issues relating to the uncertainty and difficulty of the consummation of the merger or a desire not to remain with the business subsequent to the completion of the merger. Accordingly, Clear Channel may be unable to retain key personnel to the same extent that Clear Channel was able to do so in the past.

      If you elect to receive Class A common stock of Holdings (or a combination of Class A common stock of Holdings and cash) and you hold Clear Channel common stock at a loss, you will not be able to recognize all or a portion of that loss for federal income tax purposes. If you exchange Clear Channel common stock solely for Holdings Class A common stock, and you hold your Clear Channel common stock at a loss, you will not be able to recognize any portion of that loss for federal income tax purposes. If you exchange Clear Channel common stock held at a loss for a combination of Holdings Class A common stock and cash, you will be treated as having exchanged a portion of your Clear Channel common stock for Holdings Class A common stock and cash, and you will not be able to recognize your loss for federal income tax purposes to the extent that you are deemed to have disposed of your Clear Channel common stock in this manner. See “Material United States Federal Income Tax Consequences” beginning on page 135 of this proxy statement/prospectus. Notwithstanding your election to exchange a certain number of your shares of Clear Channel common stock for Holdings Class A common stock, the number of shares of Class A common stock of Holdings that you ultimately receive will depend on several factors including the election of other holders of Clear Channel common stock and, therefore, is currently uncertain. If you receive any Class A common stock of Holdings in the merger, however, you will be deemed for federal income tax purposes to have exchanged more shares of Clear Channel common stock for Class A common stock of Holdings and cash than the actual number of your shares of Clear Channel common stock that are accepted in the merger in exchange for Class A common stock of Holdings. This is because, in addition to actually exchanging Clear Channel common stock for Class A common stock of Holdings, you will be deemed to have exchanged Clear Channel common stock for your pro rata share of the Cash Merger Consideration attributable to the Equity Financing. See “Financing” beginning on page 117 of this proxy statement/prospectus. Thus, you will be unable to recognize a loss for federal income tax purposes not only on your Clear Channel common stock actually exchanged for Class A common stock of Holdings, but also on your Clear Channel common stock that is deemed exchanged for cash attributable to the Equity Financing.

Risks Relating to Ownership of Holdings Class A Common Stock

      Former Clear Channel shareholders who become stockholders of Holdings will be governed by the third amended and restated certificate of incorporation and the amended and restated by-laws of Holdings. Clear Channel shareholders who receive Holdings Class A common stock in the merger will become Holdings shareholders, and their rights as shareholders will be governed by the third amended and restated certificate of incorporation and amended and restated bylaws of Holdings and Delaware corporate law. As a result, there will be material differences between the current rights of Clear Channel shareholders and the rights they can expect to have as Holdings shareholders. For example, under Delaware corporate law, the affirmative vote of the holders of a majority of the outstanding stock of the corporation is required to approve a merger, sale of all or substantially all of the assets of the corporation or an amendment to the corporation’s certificate of incorporation, while under Texas law, the affirmative vote of the holders of two-thirds of the shares entitled to vote is required to approve the same actions. For a more detailed discussion of the material differences between the current rights of Clear Channel shareholders and the rights they can expect to have as Holdings shareholders see “Comparison of Shareholder Rights” on page 177 of this proxy statement/prospectus.

      Entities affiliated with the Sponsors will control Holdings. The holders of Holdings Class A common stock will not control Holdings. Upon completion of the merger, entities affiliated with the Sponsors will control the voting power of Holdings. As a consequence, entities affiliated with the Sponsors will have the power to elect all but two of its directors, appoint new management and approve any action requiring the approval of the holders of Holdings’ capital stock, including adopting any amendments to Holdings’ third amended and restated certificate of incorporation, and approving mergers or sales of substantially all of Holdings’ capital stock or its assets. The directors elected by the Sponsors will have significant authority to effect decisions affecting the capital structure of Holdings, including, the issuance of additional capital stock, incurrence of additional indebtedness, the implementation of stock repurchase programs and the decision of whether or not to declare dividends. There can be no assurance that the business, financial and operational policies of Clear Channel in effect prior to the merger including, for example, Clear Channel’s business strategy, will continue after the merger. For additional information concerning the equity investments to be made in Holdings by the Fincos, see “Financing — Equity Financing.”

      Because there has not been any public market for Holdings Class A common stock, the market price and trading volume of Holdings Class A common stock may be volatile, and holders of Holdings may not be able to sell shares of Holdings at or above $36.00 following the merger. As Holdings is a newly formed corporation neither Clear Channel nor Holdings can predict the extent to which investor interest will lead to a liquid trading market in Holdings Class A common stock or whether the market price of Holdings Class A common stock will be volatile following the merger. The market price of Holdings Class A common stock could fluctuate significantly for many reasons, including, without limitation:

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as a result of the risk factors listed in this proxy statement/prospectus;

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actual or anticipated fluctuations in our operating results;

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for reasons unrelated to operating performance, such as reports by industry analysts, investor perceptions, or negative announcements by our customers or competitors regarding their own performance;

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regulatory changes that could impact Holdings’ or Clear Channel’s business; and

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general economic and industry conditions.

     Following the consummation of the merger, shares of Holdings capital stock will not be listed on a national securities exchange. It is anticipated that the shares of Holdings Class A common stock will be quoted on the Over-the-Counter Bulletin Board. The lack of an active market may impair the ability of investors in Holdings to sell their shares of Class A common stock at the time they wish to sell them or at a price that they consider reasonable. The lack of an active market may also reduce the fair market value of the shares of Holdings Class A common stock.

      Holdings has the ability to terminate its Exchange Act reporting, if permitted by applicable law, two years after the completion of the merger. Holdings is obligated by the merger agreement to use its reasonable efforts to continue to be a reporting company under the Exchange Act, and to continue to file periodic reports (including annual and quarterly reports) for at least two years after the completion of the merger. After such time, if Holdings were to cease to be a reporting company under the Exchange Act, and to the extent not required in connection with any other debt or equity securities of Clear Channel registered or required to be registered under the Exchange Act, the information now available to Clear Channel shareholders in the annual, quarterly and other reports required to be filed by Clear Channel with the SEC would not be available to them as a matter of right.

      There is no assurance that you will ever receive cash dividends on the Holdings Class A common stock. There is no guarantee that Holdings will ever pay cash dividends on the Holdings Class A common stock. The terms of the Financing Agreements restrict Holdings ability to pay cash dividends on the Holdings Class A common stock. In addition to those restrictions, under Delaware law, Holdings is permitted to pay cash dividends on its capital stock only out of its surplus, which in general terms means the excess of its net assets over the original aggregate par value of its stock. In the event Holdings has no surplus, it is permitted to pay these cash dividends out of its net profits for the year in which the dividend is declared or in the immediately preceding year. Accordingly, there is no guarantee that, if Holdings decides to pay cash dividends, Holdings will be able to pay you cash dividends on the Holdings Class A common stock. Also, even if Holdings is not prohibited from paying cash dividends by the terms of its debt or by law, other factors such as the need to reinvest cash back into Holdings’ operations may prompt Holdings’ board of directors to elect not to pay cash dividends.

      The incurrence of indebtedness to pay the cash portion of the Merger Consideration will significantly increase Clear Channel’s interest expense, financial leverage and debt service requirements. Clear Channel, some of its subsidiaries and Clear Channel Capital I, LLC, which will be the direct parent company of Clear Channel upon the consummation of the merger, will, at the closing of the merger, have executed and delivered a joinder and become a party under a senior secured credit facility and a receivables based credit facility and have executed and delivered a purchase agreement for the purchase and sale of new senior notes to finance the cash consideration to be paid to the shareholders of Clear Channel in the merger, to refinance certain existing indebtedness, to pay related fees, costs and expenses and to provide for working capital requirements. Upon completion of the merger and related financings (whether as described herein or otherwise), Holdings will have consolidated indebtedness that will be substantial in relation to its shareholders’ equity and substantially greater than Clear Channel’s pre-merger indebtedness. As of March 31, 2008, on a pro forma basis, upon consummation of the merger and the related transactions, it is anticipated that Holdings will have consolidated indebtedness of approximately $19.9 billion. Holdings’ pro forma ratio of indebtedness to total capital at March 31, 2008 was 7.5. The pro forma ratios of earnings to fixed charges of Holdings at March 31, 2008 and December 31, 2007 were 0.64 and 0.95. These ratios were computed using actual results for the periods and include the financing effects on a pro forma basis.

     The increased indebtedness and substantially higher debt-to-cash flow ratio of the combined business of Holdings and Clear Channel could have negative consequences for Holdings and Clear Channel, including without limitation:

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making it more difficult to make payments on indebtedness as they become due;

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requiring a substantial portion of Clear Channel’s cash flow to be dedicated to the payment of principal and interest on indebtedness (with the minimum average annual amount during the first five years after the consummation of the merger anticipated to be at least $2.2 billion based on assumptions set forth under “Notes to Unaudited Pro Forma Condensed Consolidated Financial Data” beginning on page 50 of this proxy statement/prospectus and under “Contractual Obligations: Indebtedness and Dividend Policy Following the Merger” beginning on page 56 of this proxy statement/prospectus), thereby reducing cash available for other purposes, including to fund operations and capital expenditures, invest in new technology and pursue other business opportunities;

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limiting Holdings’ and Clear Channel’s liquidity and operational flexibility and limiting Holdings’ and Clear Channel’s ability to obtain additional financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;

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limiting Holdings’ and Clear Channel’s ability to adjust to changing economic, business and competitive conditions;

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requiring Holdings and Clear Channel to consider deferring planned capital expenditures, reducing discretionary spending, selling assets, restructuring existing indebtedness or deferring acquisitions or other strategic opportunities;

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limiting Holdings’ and Clear Channel’s ability to refinance any of its indebtedness or increasing the cost of any such financing in any downturn in its operating performance or decline in general economic condition;

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exposing Holdings and Clear Channel to the risk of increased interest rates as a substantial portion of Holdings’ and Clear Channel’s indebtedness will be at variable rates of interest; and

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making Holdings and Clear Channel more vulnerable to a downturn in its operating performance or a decline in general economic or industry conditions.

     The terms of the financing documents allow Clear Channel, under specified conditions, to incur further indebtedness, which heightens the foregoing risks. If Clear Channel’s compliance with its debt obligations materially hinders its ability to operate its business and adapt to changing industry conditions, Clear Channel may lose market share, its revenue may decline and its operating results may suffer.

     In addition, the substantial leverage will have a negative effect on Holdings’ net income. For the fiscal year ended December 31, 2007, Holdings’ net loss from continuing operations on a pro forma basis, as adjusted to give effect to the merger and the debt financings, would have been $16.5 million, compared to Clear Channel’s historical net income from continuing operations of $792.7 million, and for the three months ended March 31, 2008, Holdings’ pro forma net loss from continuing operations would have been $49.8 million as compared to Clear Channel’s historical net income from continuing operations of $161.4 million for that period. Pro

forma interest expense would have been $1,633.0 million for the year ended December 31, 2007 as compared to $451.9 million for the same period on a historical basis and, for the three months ended March 31, 2008, pro forma interest expense would have been $408.3 million as compared to $100.0 million on a historical basis.

     After the merger is consummated, we expect that Holdings’ principal sources of liquidity will be cash flow from operations and borrowings under the revolving credit portion of its senior secured credit facilities. We anticipate that Holdings’ principal uses of liquidity will be to provide working capital, meet debt service requirements, finance capital expenditures and finance Holdings’ strategic plans. For a more detailed description of the debt financings Holdings expects to incur in the merger, see “Financing — Debt Financing” on page 117.

     While Holdings believes that its cash flows will be sufficient to service its debt, there may be circumstances in which required payments of principal and/or interest on this new debt could adversely affect Holdings’ cash flows and operating results. If Holdings is unable to generate sufficient cash flow from operations in the future to service its debt, it may have to refinance all or a portion of its debt or to obtain additional financing. There can be no assurance that any refinancing of this kind would be possible or that any additional financing could be obtained. Since Holdings’ primary asset will be shares of Clear Channel common stock, any adverse impact on the cash flows and operating results of Clear Channel may have an adverse affect on the value of Holdings Class A common stock.

      The documents governing Clear Channel’s indebtedness contain restrictions that limit Clear Channel’s flexibility in operating its business. The definitive documentation governing Clear Channel’s debt financing arrangements following the consummation of the merger contain various covenants that limit Clear Channel’s ability to engage in specified types of transactions. These covenants limit the ability of Clear Channel and its subsidiaries to, among other things, incur or guarantee additional indebtedness, incur or permit liens, merge or consolidate with or into, another company, sell assets, pay dividends and other payments in respect its capital stock, including to redeem or repurchase its capital stock, make certain acquisitions and investments and enter into transactions with affiliates.

      Clear Channel’s failure to comply with the covenants in the documents governing the terms of Clear Channel’s indebtedness could be an event of default and could accelerate the payment obligations and, in some cases, could affect other obligations with cross-default and cross-acceleration provisions. In addition to covenants imposing restrictions on Clear Channel’s business and operations, Clear Channel’s senior secured credit facility includes covenants relating to financial ratios and tests. Clear Channel’s ability to comply with these covenants may be affected by events beyond its control, including prevailing economic, financial and industry conditions. The breach of any covenants set forth in Clear Channel’s definitive financing documentation would result in a default thereunder. An event of default would permit Clear Channel’s lenders and holders of its debt to declare all indebtedness owed them to be due and payable. Moreover, the lenders under the revolving credit portion of Clear Channel’s senior secured credit facilities would have the option to terminate any obligation to make further extensions of credit thereunder. If Clear Channel is unable to repay its obligations under any senior secured credit facilities or the receivables based credit facility, the lenders under such senior secured credit facilities or receivables based credit facility could proceed against any assets that were pledged to secure such senior secured credit facilities or receivables based credit facility. In addition, a default under Clear Channel’s definitive financing documentation could cause a default under other obligations of Clear Channel that are subject to cross-default and cross-acceleration provisions.

      Holdings’ executive compensation program will not be finalized until after the merger. While certain aspects of our general executive compensation programs and philosophies are set to be implemented upon consummation of the merger and while we have agreed to the forms of employment agreements that will be effective upon consummation of the merger for our Chief Executive Officer, President and Chairman Emeritus, our general executive compensation program as a whole will not be finalized until after we consummate the merger and will be subject to the review and approval of our compensation committee. See “Board of Directors and Management of Holdings — Compensation Discussion and Analysis.” While we anticipate that these programs and policies will cover our named executive officers (with certain enumerated exceptions) and we are designing the programs with an aim to motivate and retain employees, we cannot guarantee that the executive compensation programs and policies will cover all named executives or that these programs and policies will accomplish our goals of motivating and retaining our executives. If our executives are not satisfied with our compensation program or policies, they may not perform at their highest level or they may choose to leave Holdings. This would be detrimental to our business.

Risks Relating to Clear Channel’s Business

      Clear Channel’s business is dependent upon the performance of on-air talent and program hosts, as well as Clear Channel’s management team and other key employees. Clear Channel employs or independently contracts with several on-air personalities and hosts of syndicated radio programs with significant loyal audiences in their respective markets. Although Clear Channel had entered into long-term agreements with some of its key on-air talent and program hosts to protect its interests in those relationships, Clear Channel can give no assurance that all or any of these persons will remain with Clear Channel or will retain their audiences. Competition for these individuals is intense and many of these individuals are under no legal obligation to remain with Clear Channel. Our competitors may choose to extend offers to any of these individuals on terms which Clear Channel may be unwilling to meet. Furthermore, the popularity and audience loyalty of our key on-air talent and program hosts is highly sensitive to rapidly changing public tastes. A loss of such popularity or audience loyalty is beyond our control and could limit our ability to generate revenue.

     Clear Channel’s business is also dependent upon the performance of its management team and other key employees. Although Clear Channel has entered into long-term agreements with some of these individuals, Clear Channel can give no assurance that all or any of its executive officers or key employees will remain with Clear Channel. Competition for these individuals is intense and many of Clear Channel’s key employees are at-will employees who are under no legal obligation to remain with Clear Channel. In addition, any or all of Clear Channel’s executive officers or key employees may decide to leave for a variety of personal or other reasons beyond Clear Channel’s control. The loss of members of Clear Channel’s management team or other key employees could have a negative impact on our business and results of operations.

      Doing business in foreign countries creates certain risks not found in doing business in the United States. Doing business in foreign countries carries with it certain risks that are not found in doing business in the United States. The risks of doing business in foreign countries that could result in losses against which Clear Channel are not insured include:

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exposure to local economic conditions;

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potential adverse changes in the diplomatic relations of foreign countries with the United States;

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hostility from local populations;

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the adverse effect of currency exchange controls;

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restrictions on the withdrawal of foreign investment and earnings;

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government policies against businesses owned by foreigners;

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investment restrictions or requirements;

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expropriations of property;

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the potential instability of foreign governments;

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the risk of insurrections;

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risks of renegotiation or modification of existing agreements with governmental authorities;

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foreign exchange restrictions;

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withholding and other taxes on remittances and other payments by subsidiaries; and

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changes in taxation structure.

      Exchange rates may cause future losses in Clear Channel’s international operations. Because Clear Channel owns assets in foreign countries and derives revenues from Clear Channel’s international operations, Clear Channel may incur currency translation losses due to changes in the values of foreign currencies and in the value of the U.S. dollar. Clear Channel cannot predict the effect of exchange rate fluctuations upon future operating results.

      Extensive government regulation may limit Clear Channel’s broadcasting operations. The federal government extensively regulates the domestic broadcasting industry, and any changes in the current regulatory scheme could significantly affect Clear Channel. Clear Channel’s broadcasting businesses depend upon maintaining broadcasting licenses issued by the FCC for maximum terms of eight years. Renewals of broadcasting licenses can be attained only through the FCC’s grant of appropriate applications. Although the FCC rarely denies a renewal application, the FCC could deny future renewal applications resulting in the loss of one or more of Clear Channel’s broadcasting licenses.

     The federal communications laws limit the number of broadcasting properties Clear Channel may own in a particular area. While the Telecommunications Act of 1996 relaxed the FCC’s multiple ownership limits, any subsequent modifications that tighten those limits could make it impossible for Clear Channel to complete potential acquisitions or require Clear Channel to divest stations Clear Channel has already acquired. Most significantly, in June 2003 the FCC adopted a decision comprehensively modifying its media ownership rules. The modified rules significantly changed the FCC’s regulations governing radio ownership, allowed increased ownership of TV stations at the local and national level, and permitted additional cross-ownership of daily newspapers, television stations and radio stations. Soon after their adoption, however, a federal court issued a stay preventing the implementation of the modified media ownership rules while it considered appeals of the rules by numerous parties (including Clear Channel). In a June 2004 decision, the court upheld the modified rules in certain respects, remanded them to the FCC for further justification in other respects, and left in place the stay on their implementation. In September 2004, the court partially lifted its stay on the modified radio ownership rules, putting into effect aspects of those rules that establish a new methodology for defining local radio markets and counting stations within those markets, limit Clear Channel’s ability to transfer intact combinations of stations that do not comply with the new rules, and require Clear Channel to terminate within two years certain of Clear Channel’s agreements whereby Clear Channel provides programming to or sell advertising on radio stations Clear Channel does not own. In June 2006, the FCC commenced its proceeding on remand of the modified media ownership rules. In December 2007, the FCC adopted a decision in that proceeding which revised the newspaper/broadcast cross-ownership rule to allow a degree of same market newspaper/broadcast ownership based on certain presumptions, criteria and limitations, while making no changes to the local radio ownership rules or the radio/television cross-ownership rules currently in effect. The FCC also adopted rules to promote diversification of broadcast ownership. The media ownership rules, as modified by the FCC’s 2003 decision and by the FCC’s December 2007 actions are subject to various further FCC and court proceedings and recent and possible future actions by Congress. Clear Channel cannot predict the ultimate outcome of the media ownership proceeding or its effect on Clear Channel’s ability to acquire broadcast stations in the future, to complete acquisitions that Clear Channel has agreed to make, to continue to own and freely transfer groups of stations that Clear Channel has already acquired, or to continue Clear Channel’s existing agreements to provide programming to or sell advertising on stations Clear Channel does not own.

      Clear Channel may be adversely affected by new statutes dealing with indecency. Provisions of federal law regulate the broadcast of obscene, indecent or profane material. The FCC has substantially increased its monetary penalties for violations of these regulations. Congressional legislation enacted in 2006 provides the FCC with authority to impose fines of up to $325,000 per violation for the broadcast of such material. Clear Channel therefore faces increased costs in the form of fines for indecency violations, and cannot predict whether Congress will consider or adopt further legislation in this area.

      Antitrust regulations may limit future acquisitions. Additional acquisitions by Clear Channel of radio and television stations and outdoor advertising properties may require antitrust review by federal antitrust agencies and may require review by foreign antitrust agencies under the antitrust laws of foreign jurisdictions. Clear Channel can give no assurances that the U.S. Department of Justice (“DOJ”) or the Federal Trade Commission or foreign antitrust agencies will not seek to bar Clear Channel from acquiring additional radio or television stations or outdoor advertising properties in any market where Clear Channel already has a significant position. Following passage of the Telecommunications Act of 1996, the DOJ has become more aggressive in reviewing proposed acquisitions of radio stations, particularly in instances where the proposed acquiror already owns one or more radio station properties in a particular market and seeks to acquire another radio station in the same market. The DOJ has, in some cases, obtained consent decrees requiring radio station divestitures in a particular market based on allegations that acquisitions would lead to unacceptable concentration levels. The DOJ also actively reviews proposed acquisitions of outdoor advertising properties. In addition, the antitrust laws of foreign jurisdictions will apply if Clear Channel acquires international broadcasting properties.

      Environmental, health, safety and land use laws and regulations may limit or restrict some of Clear Channel’s operations. As the owner or operator of various real properties and facilities, especially in Clear Channel’s outdoor advertising operations, Clear Channel must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations. Clear Channel and its properties are subject to such laws and regulations relating to the use, storage, disposal, emission and release of hazardous and non-hazardous substances and employee health and safety as well as zoning restrictions. Historically, Clear Channel

has not incurred significant expenditures to comply with these laws. However, additional laws, which may be passed in the future, or a finding of a violation of or liability under existing laws, could require Clear Channel to make significant expenditures and otherwise limit or restrict some of Clear Channel’s operations.

      Government regulation of outdoor advertising may restrict Clear Channel’s outdoor advertising operations. U.S. federal, state and local regulations have a significant impact on the outdoor advertising industry and Clear Channel’s outdoor advertising business. One of the seminal laws was The Highway Beautification Act of 1965 (“HBA”), which regulates outdoor advertising on the 306,000 miles of Federal-Aid Primary, Interstate and National Highway Systems (“controlled roads”). HBA regulates the size and location of billboards, mandates a state compliance program, requires the development of state standards, promotes the expeditious removal of illegal signs and requires just compensation for takings. Construction, repair, maintenance, lighting, upgrading, height, size, spacing and the location of billboards and the use of new technologies for changing displays, such as digital displays, are regulated by federal, state and local governments. From time to time, states and municipalities have prohibited or significantly limited the construction of new outdoor advertising structures and also permitted non-conforming structures to be rebuilt by third parties. Changes in laws and regulations affecting outdoor advertising at any level of government, including laws of the foreign jurisdictions in which Clear Channel operates, could have a significant financial impact on Clear Channel by requiring Clear Channel to make significant expenditures or otherwise limiting or restricting some of Clear Channel’s operations.

     From time to time, certain state and local governments and third parties have attempted to force the removal of Clear Channel’s displays under various state and local laws, including condemnation and amortization. Amortization is the attempted forced removal of legal but non-conforming billboards (billboards which conformed with applicable zoning regulations when built, but which do not conform to current zoning regulations) or the commercial advertising placed on such billboards after a period of years. Pursuant to this concept, the governmental body asserts that just compensation is earned by continued operation of the billboard over time. Amortization is prohibited along all controlled roads and generally prohibited along non-controlled roads. Amortization has, however, been upheld along non-controlled roads in limited instances where provided by state and local law. Other regulations limit Clear Channel’s ability to rebuild, replace, repair, maintain and upgrade non-conforming displays. In addition, from time to time third parties or local governments assert that Clear Channel owns or operates displays that either are not properly permitted or otherwise are not in strict compliance with applicable law. Although Clear Channel believes that the number of Clear Channel’s billboards that may be subject to removal based on alleged noncompliance is immaterial, from time to time Clear Channel has been required to remove billboards for alleged noncompliance. Such regulations and allegations have not had a material impact on Clear Channel’s results of operations to date, but if Clear Channel is increasingly unable to resolve such allegations or obtain acceptable arrangements in circumstances in which Clear Channel’s displays are subject to removal, modification or amortization, or if there occurs an increase in such regulations or their enforcement, Clear Channel’s operating results could suffer.

     A number of state and local governments have implemented or initiated legislative billboard controls, including taxes, fees and registration requirements in an effort to decrease or restrict the number of outdoor signs and/or to raise revenues. While these controls have not had a material impact on Clear Channel’s business and financial results to date, Clear Channel expects state and local governments to continue these efforts. The increased imposition of these controls and Clear Channel’s inability to pass on the cost of these items to Clear Channel’s clients could negatively affect Clear Channel’s operating income.

     International regulation of the outdoor advertising industry varies by region and country, but generally limits the size, placement, nature and density of out-of-home displays. Significant international regulations include the Law of December 29, 1979 in France, the Town and Country Planning (Control of Advertisements) Regulations 1992 in the United Kingdom, and Règlement Régional Urbain de l’agglomération Bruxelloise in Belgium. These laws define issues such as the extent to which advertisements can be erected in rural areas, the hours during which illuminated signs may be lit and whether the consent of local authorities is required to place a sign in certain communities. Other regulations limit the subject matter and language of out-of-home displays. For instance, the United States and most European Union countries, among other nations, have banned outdoor advertisements for tobacco products. Clear Channel’s failure to comply with these or any future international regulations could have an adverse impact on the effectiveness of Clear Channel’s displays or their attractiveness to clients as an advertising medium and may require Clear Channel to make significant expenditures to ensure compliance. As a result, Clear Channel may experience a significant impact on Clear Channel’s operations, revenues, international client base and overall financial condition.

      Additional restrictions on outdoor advertising of tobacco, alcohol and other products may further restrict the categories of clients that can advertise using Clear Channel’s products. Out-of-court settlements between the major U.S. tobacco companies and all 50 states, the District of Columbia, the Commonwealth of Puerto Rico and four other U.S. territories include a ban on the outdoor advertising of tobacco products. Other products and services may be targeted in the future, including alcohol products. Legislation regulating tobacco and alcohol advertising has also been introduced in a number of European countries in which Clear Channel

conducts business and could have a similar impact. Any significant reduction in alcohol-related advertising due to content-related restrictions could cause a reduction in Clear Channel’s direct revenues from such advertisements and an increase in the available space on the existing inventory of billboards in the outdoor advertising industry.

      Future acquisitions could pose risks. Clear Channel may acquire media-related assets and other assets or businesses that Clear Channel believes will assist its customers in marketing their products and services. Clear Channel’s acquisition strategy involves numerous risks, including:

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certain of Clear Channel’s acquisitions may prove unprofitable and fail to generate anticipated cash flows;

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to successfully manage Clear Channel’s large portfolio of broadcasting, outdoor advertising and other properties, Clear Channel may need to:

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recruit additional senior management as Clear Channel cannot be assured that senior management of acquired companies will continue to work for Clear Channel and, in this highly competitive labor market, Clear Channel cannot be certain that any of its recruiting efforts will succeed, and

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expand corporate infrastructure to facilitate the integration of Clear Channel’s operations with those of acquired properties, because failure to do so may cause Clear Channel to lose the benefits of any expansion that it decides to undertake by leading to disruptions in Clear Channel’s ongoing businesses or by distracting its management;

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entry into markets and geographic areas where Clear Channel has limited or no experience;

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Clear Channel may encounter difficulties in the integration of operations and systems;

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Clear Channel’s management’s attention may be diverted from other business concerns; and

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Clear Channel may lose key employees of acquired companies or stations.

     Clear Channel frequently evaluates strategic opportunities both within and outside Clear Channel’s existing lines of business. Clear Channel expects from time to time to pursue additional acquisitions and may decide to dispose of certain businesses. These acquisitions or dispositions could be material.

      Capital requirements necessary to implement strategic initiatives could pose risks. The purchase price of possible acquisitions and/or other strategic initiatives could require additional debt or equity financing on Clear Channel’s part. Since the terms and availability of this financing depend to a large degree upon general economic conditions and third parties over which Clear Channel has no control, Clear Channel can give no assurance that it will obtain the needed financing or that it will obtain such financing on attractive terms. In addition, Clear Channel’s ability to obtain financing depends on a number of other factors, many of which are also beyond Clear Channel’s control, such as interest rates and national and local business conditions. If the cost of obtaining needed financing is too high or the terms of such financing are otherwise unacceptable in relation to the strategic opportunity Clear Channel is presented with, Clear Channel may decide to forego that opportunity. Additional indebtedness could increase Clear Channel’s leverage and make it more vulnerable to economic downturns and may limit Clear Channel’s ability to withstand competitive pressures.

      Clear Channel faces intense competition in the broadcasting and outdoor advertising industries. Clear Channel’s business segments are in highly competitive industries, and it may not be able to maintain or increase Clear Channel’s current audience ratings and advertising and sales revenues. Clear Channel’s radio stations and outdoor advertising properties compete for audiences and advertising revenues with other radio stations and outdoor advertising companies, as well as with other media, such as newspapers, magazines, television, direct mail, satellite radio and Internet based media, within their respective markets. Audience ratings and market shares are subject to change, which could have the effect of reducing Clear Channel’s revenues in that market. Clear Channel’s competitors may develop services or advertising media that are equal or superior to those Clear Channel provides or that achieves greater market acceptance and brand recognition than Clear Channel achieves. It is possible that new competitors may emerge and rapidly acquire significant market share in any of Clear Channel’s business segments. An increased level of competition for advertising dollars may lead to lower advertising rates as Clear Channel attempts to retain customers or may cause Clear Channel to lose customers to Clear Channel’s competitors who offer lower rates that Clear Channel is unable or unwilling to match;

      Clear Channel’s financial performance may be adversely affected by certain variables which are not in Clear Channel’s control. Certain variables that could adversely affect Clear Channel’s financial performance by, among other things, leading to decreases in overall revenues, the numbers of advertising customers, advertising fees, or profit margins include:

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unfavorable economic conditions, both general and relative to the radio broadcasting, outdoor advertising and all related media industries, which may cause companies to reduce their expenditures on advertising;

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unfavorable shifts in population and other demographics which may cause Clear Channel to lose advertising customers as people migrate to markets where Clear Channel has a smaller presence, or which may cause advertisers to be willing to pay less in advertising fees if the general population shifts into a less desirable age or geographical demographic from an advertising perspective;

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an increased level of competition for advertising dollars, which may lead to lower advertising rates as Clear Channel attempts to retain customers or which may cause Clear Channel to lose customers to Clear Channel’s competitors who offer lower rates that Clear Channel is unable or unwilling to match;

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unfavorable fluctuations in operating costs which Clear Channel may be unwilling or unable to pass through to Clear Channel customers;

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technological changes and innovations that Clear Channel is unable to adopt or is late in adopting that offer more attractive advertising or listening alternatives than what Clear Channel currently offers, which may lead to a loss of advertising customers or to lower advertising rates;

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the impact of potential new royalties charged for terrestrial radio broadcasting which could materially increase Clear Channel’s expenses;

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unfavorable changes in labor conditions which may require Clear Channel to spend more to retain and attract key employees; and

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changes in governmental regulations and policies and actions of federal regulatory bodies which could restrict the advertising media which Clear Channel employs or restrict some or all of Clear Channel’s customers that operate in regulated areas from using certain advertising media, or from advertising at all.

      New technologies may affect Clear Channel’s broadcasting operations. Clear Channel’s broadcasting businesses face increasing competition from new broadcast technologies, such as broadband wireless and satellite television and radio, and new consumer products, such as portable digital audio players and personal digital video recorders. These new technologies and alternative media platforms compete with Clear Channel radio stations for audience share and advertising revenue, and in the case of some products, allow listeners and viewers to avoid traditional commercial advertisements. The FCC has also approved new technologies for use in the radio broadcasting industry, including the terrestrial delivery of digital audio broadcasting, which significantly enhances the sound quality of radio broadcasts. Clear Channel has converted approximately 441 of Clear Channel’s radio stations to digital broadcasting. Clear Channel is unable to predict the effect such technologies and related services and products will have on Clear Channel’s broadcasting operations, but the capital expenditures necessary to implement such technologies could be substantial and other companies employing such technologies could compete with Clear Channel’s businesses.

      Clear Channel may be adversely affected by a general deterioration in economic conditions. The risks associated with Clear Channel’s businesses become more acute in periods of a slowing economy or recession, which may be accompanied by a decrease in advertising. A decline in the level of business activity of Clear Channel’s advertisers could have an adverse effect on Clear Channel’s revenues and profit margins. During economic slowdowns in the United States, many advertisers have reduced their advertising expenditures. The impact of slowdowns on Clear Channel’s business is difficult to predict, but they may result in reductions in purchases of advertising.

      Clear Channel may be adversely affected by the occurrence of extraordinary events, such as terrorist attacks. The occurrence of extraordinary events, such as terrorist attacks, intentional or unintentional mass casualty incidents or similar events may substantially decrease the use of and demand for advertising, which may decrease Clear Channel’s revenues or expose it to substantial liability. The September 11, 2001 terrorist attacks, for example, caused a nationwide disruption of commercial activities. As a result of the expanded news coverage following the attacks and subsequent military actions, Clear Channel experienced a loss in advertising

revenues and increased incremental operating expenses. The occurrence of future terrorist attacks, military actions by the United States, contagious disease outbreaks or similar events cannot be predicted, and their occurrence can be expected to further negatively affect the economies of the United States and other foreign countries where Clear Channel does business generally, specifically the market for advertising.

SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

Clear Channel Summary Historical Consolidated Financial Data

     The following sets forth summary historical consolidated financial data for Clear Channel as of and for the five years ended December 31, 2007, and as of and for the three month periods ended March 31, 2008 and 2007. The summary historical consolidated financial data as of and for the five years ended December 31, 2007 are derived from audited consolidated financial statements and related notes of Clear Channel incorporated by reference in this proxy statement/prospectus. The financial data has been revised to reflect, for all periods presented, the reclassification of the assets, liabilities, revenues and expenses of Clear Channel’s television business and certain radio stations as discontinued operations in accordance with Statement of Financial Accounting Standards No. 144, Accounting for the Impairment or Disposal of Long-lived Assets . The summary historical consolidated financial data as of and for the three month periods ended March 31, 2008 and 2007 are derived from unaudited consolidated financial statements and related notes incorporated by reference in this proxy statement/prospectus. The unaudited consolidated financial statements include all adjustments, consisting of normal recurring accruals, which Clear Channel considers necessary for a fair presentation of its consolidated financial position and its consolidated results of operations for these periods. Due to seasonality and other factors, operating results for the three month period ended March 31, 2008 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2008.

     Acquisitions and dispositions significantly impact the comparability of the historical consolidated financial data reflected in this financial data. This information is only a summary and you should read the information presented below in conjunction with Clear Channel’s historical consolidated financial statements and related notes incorporated by reference into this proxy statement/prospectus, as well as the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Clear Channel’s annual and quarterly reports incorporated by reference into this proxy statement/prospectus, which qualify the information presented below in its entirety. See “Where You Can Find Additional Information” on page 187.

Unaudited Pro Forma Condensed Consolidated Financial Data

     The following unaudited pro forma condensed consolidated financial data has been derived by the application of pro forma adjustments to Clear Channel’s audited historical consolidated financial statements for the year ended December 31, 2007 and Clear Channel’s unaudited historical consolidated financial statements for the three months ended March 31, 2008.

     The following unaudited pro forma condensed consolidated financial data gives effect to the merger which will be accounted for as a purchase in conformity with Statement of Financial Accounting Standards No. 141, Business Combinations (“Statement 141”), and Emerging Issues Task Force Issue 88-16, Basis in Leveraged Buyout Transactions (“EITF 88-16”). As a result of the potential continuing ownership in Holdings by certain members of Clear Channel’s management and large shareholders, Holdings expects to allocate a portion of the consideration to the assets and liabilities at their respective fair values with the remaining portion recorded at the continuing shareholders’ historical basis. The pro forma adjustments are based on the preliminary assessments of allocation of the consideration paid using information available to date and certain assumptions believed to be reasonable. The allocation will be determined following the close of the merger based on a formal valuation analysis and will depend on a number of factors, including: (i) the final valuation of Clear Channel’s assets and liabilities as of the effective time of the merger, (ii) the number of equity securities which are subject to agreements between certain officers or employees of Clear Channel and Holdings pursuant to which such shares or options are to be converted into equity securities of Holdings in the merger, (iii) the identity of the shareholders who elect to receive Stock Consideration in the merger and the number of shares of Holdings Class A common stock allocated to them, after giving effect to the 30% aggregate cap and 11,111,112 share individual cap governing the Stock Election, (iv) the extent to which Holdings determines that Additional Equity Consideration is needed, and (v) the historical basis of continuing ownership under EITF 88-16. Differences between the preliminary and final allocation may have a material impact on amounts recorded for total assets, total

liabilities, shareholders’ equity and income (loss). For purposes of the unaudited pro forma condensed consolidated financial data, the management of Holdings has assumed that the fair value of equity after the merger is $3.4 billion. Based on the commitments of certain affiliated shareholders and discussions with certain other large shareholders that could materially impact the EITF 88-16 calculation, management assumed that Clear Channel shareholders will elect to receive Stock Consideration with a value of approximately $740.1 million in connection with the merger and an additional $308.9 million of Stock Consideration will be distributed as Additional Equity Consideration. Based on these assumptions, it is anticipated that 9.9% of each asset and liability will be recorded at historic carryover basis and 90.1% at fair value. For purposes of the pro forma adjustment, the historical book basis of equity was used as a proxy for historical or predecessor basis of the control group’s ownership. The actual predecessor basis will be used, to the extent practicable, in the final purchase adjustments.

     The unaudited pro forma condensed consolidated balance sheet was prepared based upon the historical consolidated balance sheet of Clear Channel, adjusted to reflect the merger as if it had occurred on March 31, 2008.

     The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2007 and the three months ended March 31, 2008 were prepared based upon the historical consolidated statements of operations of Clear Channel, adjusted to reflect the merger as if it had occurred on January 1, 2007.

     The unaudited pro forma condensed consolidated statements of operations do not reflect nonrecurring charges that have been or will be incurred in connection with the merger, including (i) compensation charges of $44.0 million for the acceleration of vesting of stock options and restricted shares, (ii) certain non-recurring advisory and legal costs of $204.0 million, and (iii) costs for the early redemption of certain Clear Channel debt of $51.9 million. In addition, Clear Channel currently anticipates approximately $311.0 million will be used to fund certain liabilities and post closing transactions. These funds will be provided through either additional equity contributions from the Sponsors or their affiliates or Clear Channel’s available cash balances.

     The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical financial statements and the notes thereto of Clear Channel included in this proxy statement/prospectus and the other financial information included herein.

     The unaudited pro forma condensed consolidated data is not necessarily indicative of the actual results of operations or financial position had the above described transactions occurred on the dates indicated, nor are they necessarily indicative of future operating results or financial position.