DEFA14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

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

Date Of Report (Date Of Earliest Event Reported): May 3, 2007

CLEAR CHANNEL COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in its Charter)

Texas
(State or Other Jurisdiction of Incorporation)

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

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

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

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

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

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

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

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

INFORMATION TO BE INCLUDED IN THIS REPORT

Item 8.01 Other Events.

     On May 3, 2007, Clear Channel Communications, Inc. (the “Company”) issued a press release, a copy of which is furnished as Exhibit 99.1, announcing that the Company’s board of directors had received a term sheet, a copy of which is furnished as Exhibit 99.2, contemplating a change in the terms and structure of the proposed merger with the private equity group co-led by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC.

Important Additional Information Regarding the Merger has been filed with the SEC:

The Company has filed a definitive proxy statement, and supplements thereto, and other documents regarding the proposed merger of the Company with the Securities and Exchange Commission (the “SEC”). BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS OF CLEAR CHANNEL COMMUNICATIONS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO REGARDING THE PROPOSED MERGER, CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. Investors and security holders may obtain free copies of the definitive proxy statement, and other documents filed with, or furnished to, the SEC by the Company at the SEC’s website at http://www.sec.gov. In addition, a stockholder who wishes to receive a copy of the proxy materials, without charge, should submit this request to the Company’s proxy solicitor, Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, New York 10022 or by calling Innisfree toll-free at (877) 456-3427.

The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the proposed acquisition. Information concerning the interests of the Company and the other participants in the solicitation is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission in connection with the proposed merger and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission.

B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (collectively, the “Fincos”) and certain affiliates and representatives of the Fincos may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the transactions. Information concerning the interests of the Fincos and their affiliates and representatives in the solicitation is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission in connection with the transactions.

Item 9.01 Financial Statements And Exhibits.

99.1	Press Release of Clear Channel Communications, Inc. issued May 3, 2007.
99.2	Cash Stock Election Term Sheet

SIGNATURE

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

	CLEAR CHANNEL COMMUNICATIONS, INC.
Date: May 4, 2007	By:	/s/ Herbert W. Hill
		Herbert W. Hill,
		SVP Chief Accounting Officer

INDEX TO EXHIBITS

99.1	Press Release of Clear Channel Communications, Inc. issued May 3, 2007.
99.2	Cash Stock Election Term Sheet

EX-99.1

Exhibit 99.1

Clear Channel Communications, Inc. Announces Receipt of Term Sheet Contemplating Change in the Terms
and Structure of the Proposed Merger with Private Equity Group Co-Led by Thomas H. Lee Partners, L.P.
and Bain Capital Partners, LLC

New Terms and Structure Not Accepted by Board

SAN ANTONIO—(BUSINESS WIRE)—Clear Channel Communications, Inc. (NYSE: CCU — News) today announced that the board of directors received a term sheet contemplating a change in the terms and structure of the proposed merger between the Company and the private equity group co-led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.

The term sheet contemplates (i) an increase in the merger consideration to be paid to unaffiliated shareholders from $39.00 to $39.20 per share, a 0.5% increase, and (ii) the opportunity for each shareholder to elect between cash and stock in the surviving corporation in the merger (up to an aggregate cap equivalent to 30% of the outstanding shares immediately following the merger (or approximately 6% before the merger)). Under this proposal, each of L. Lowry Mays, Mark Mays and Randall Mays (and their affiliates) and each director of the Company would be entitled to receive $37.60 per share in cash for each share of common stock (and options) held by them (or in the case of a rollover, shares with a value of $37.60 per share), in lieu of the $39.20 per share. Following the consummation of the merger, the shares would trade over the counter, and not be listed on any national stock exchange.

Acceptance of the proposal would result in a delay in the special meeting to consider the merger, currently scheduled for May 8, 2007, by as much as 90 days in order to allow the Company an opportunity to prepare, file and process a registration statement with the Securities and Exchange Commission and distribute it to the Company’s shareholders.

The board of directors of Clear Channel, with L. Lowry Mays, Mark Mays, Randall Mays and B.J. McCombs recused from the vote, determined not to accept the new terms and structure. The board noted that the increase in merger consideration was only 0.5% more than currently provided for and the change in structure would require a delay in the date of the special meeting of up to 90 days with no certainty that the transaction would be approved by the Company’s shareholders. Since the announcement on April 18, 2007 of the increase in merger consideration from $37.60 to $39.00 per share, significant shareholders of the Company have privately or publicly made known their opposition to the merger at $39.00 per share and their lack of interest in stub equity; two of the country’s leading institutional proxy advisory services, Institutional Shareholder Services and Glass Lewis & Co., have recommended against the merger transaction, stating that the $39.00 per share purchase price is too low; and tabulated proxies received by the Company’s board of directors currently reflect a vote against the merger of more than the required 1/3 of the outstanding shares necessary to defeat the merger proposal.

The board concluded to convene the special meeting of shareholders scheduled to take place on May 8, 2007 and allow the shareholders to vote on the existing merger proposal.

About Clear Channel Communications

Clear Channel Communications, Inc. (NYSE: CCU — News) is a global media and entertainment company specializing in “gone-from-home” entertainment and information services for local communities and premiere opportunities for advertisers. Based in San Antonio, Texas, the company’s businesses include radio, television and outdoor displays. More information is available at www.clearchannel.com.

The Company has previously filed a proxy statement and supplements to proxy statement and other documents regarding the proposed acquisition of the Company with the Securities and Exchange Commission (the “SEC”). BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY HOLDERS OF CLEAR CHANNEL COMMUNICATIONS ARE URGED TO READ THE PROXY STATEMENT AND ALL SUPPLEMENTS TO THE PROXY STATEMENT REGARDING THE ACQUISITION, CAREFULLY IN THEIR ENTIRETY, BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders may obtain free copies of the proxy statement, the supplements to the proxy statement, and other documents filed with, or furnished to, the SEC by the Company at the SEC’s website at http://www.sec.gov. In addition, a stockholder who wishes to receive a copy of the proxy materials, without charge, should submit this request to the Company’s proxy solicitor, Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, New York 10022 or by calling Innisfree toll-free at (877) 456-3427.

Certain Information Concerning Participants

The Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the transactions. Information concerning the interests of the Company and the other participants in the solicitation is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission in connection with the transactions and Annual Reports on Form 10-K, previously filed with the Securities and Exchange Commission.

B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (collectively, the “Fincos”) and certain affiliates and representatives of the Fincos may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the transactions. Information concerning the interests of the Fincos and their affiliates and representatives in the solicitation is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission in connection with the transactions.

Cautionary Note Regarding Forward-Looking Statements

This press release contains forward-looking statements based on current Clear Channel management expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These factors include, but are not limited to, (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Clear Channel and others relating to the merger agreement; (3) the inability to complete the merger due to the failure to obtain shareholder approval or the failure to satisfy other conditions to completion of the merger, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and approval by the Federal Communications Commission; (4) the failure to obtain the necessary debt financing arrangements set forth in commitment letters received in connection with the merger; (5) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the merger; (6) the ability to recognize the benefits of the merger; (7) the amount of the costs, fees, expenses and charges related to the merger and the actual terms of certain financings that will be obtained for the merger; and (8) the impact of the substantial indebtedness incurred to finance the consummation of the merger; and other risks that are set forth in the “Risk Factors,” “Legal Proceedings” and “Management Discussion and Analysis of Results of Operations and Financial Condition” sections of Clear Channel’s SEC filings. Many of the factors that will determine the outcome of the subject matter of this press release are beyond Clear Channel’s ability to control or predict. Clear Channel undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:
Clear Channel Communications, Inc. San Antonio
Investors:
Randy Palmer, 210-822-2828
Senior Vice President of Investor Relations
or
Media:
Lisa Dollinger, 210-822-2828
Chief Communications Officer
or
Brainerd Communicators
Media:
Diana Brainerd, 212-986-6667
or
Joele Frank, Wilkinson Brimmer Katcher:
Joele Frank / Steve Frankel, 212-355-4449
or
Kekst and Company:
Jeffrey Taufield, 212-521-4815

EX-99.2

Exhibit 99.2

Cash Stock Election Term Sheet

          •           Cash / Stock Election. Each shareholder of the Company, other than Lowry Mays, Mark Mays, and Randall Mays (and their affiliates) and the directors of the Company (the “Affiliated Holders”), will be offered the right to elect to receive in the Merger, for each share of common stock of the Company, either (i) cash in the amount of $39.20, or (ii) one share of voting common stock of the entity surviving in the Merger or a new holding company (in either case, the “Surviving Entity”) having a value (based on Sponsors’ investment as part of equity funding for the deal) equal to $39.20. The Sponsors, or the investment vehicle through which they invest, will receive identical shares in the Merger. Any rollover of stock or options, or other equity investment, by the Affiliated Holders will be made separate from the cash/stock election and so will not reduce the shares available for election by other Company shareholders, as listed under “Number of Shares.”

          •           Consideration to the Affiliated Holders. In order to contribute to the price enhancement described above, the Affiliated Holders will agree to receive the original merger consideration of $37.60 per share in cash for each share of common stock (and options) of the Company they hold instead of $39.20 per share (or, in the case of a rollover separate from the cash/stock election as contemplated above, structure such rollover / exchange on terms that value existing company shares held by Affiliated Holders at $37.60 per share).

          •           Number of Shares. The number of shares to be made available to existing Company shareholders will be approximately 30,769,230 (having a value of $1.2 billion and representing approximately 30% of the post-closing common stock of the Surviving Entity). Upon consummation of the Merger, no existing Company shareholder will hold more than 9.9% of the post-closing common stock of the Surviving Entity (the “Individual Cap”).

          •           Pro Rata and Individual Cutbacks. In the event that the existing shareholders elect, in the aggregate, to receive stock of the Surviving Entity representing more than the number of shares available to existing Company shareholders as specified above (i.e., the 30,769,230 shares), there will be a pro rata cutback, based upon the number of shares electing to receive stock in the Surviving Entity. In addition, in the event that any existing shareholder elects to receive stock of the Surviving Entity representing more than the Individual Cap, such shareholder will receive the number of shares representing the Individual Cap, subject to the pro rata cutback, with the balance of shares being exchanged for cash at $39.20 per share.

          •           Effect of Election; Timing of Election. Contemporaneously with their vote on the Merger, shareholders will make an irrevocable election to receive either cash or stock (subject to the cutback provisions set forth above). Any holders not electing stock will be deemed to have elected to receive cash in the Merger. Shareholders electing stock will be required to submit the certificates for the shares at the time of such election.

          •           Trading. The shares issued in the transaction will be registered under the Securities Act of 1933, as amended. The shares will be freely tradable and will trade over the counter. The shares will not be listed on any national stock exchange.

          •           Governance. The Board of Directors will be comprised of (i) 4 representatives of Thomas H. Lee, (ii) 4 representatives of Bain Capital, (iii) 2 representatives of management, (iv) 1 representative of Investor X and (v) 1 mutually agreeable independent director.

          •           Voting Rights. Each share of common stock received in the Merger will be entitled to one vote per share on all matters submitted to a shareholder vote.

          •           Dividends. Stockholders who elect to receive shares will, in their capacity as holders of the same class as will be issued to the Sponsors and/or their investment vehicle, have the right to receive pro rata share of any future dividends on same terms as apply to Sponsors.

          •           Timing for Transaction. An amendment to the Merger Agreement will be executed on or before May 7. The shareholder meeting will be postponed and held in July or August depending upon SEC review. There will be no change to the expected closing date for the transaction.

          •           Election of Directors. The Company will postpone its shareholder meeting set for May 22, 2007, for the election of directors, and will hold a special meeting within 90 days of the earlier of (i) a shareholder vote rejecting the Merger or, (ii) the termination of the Merger Agreement.

          •           Voting Agreement. At or prior to the effectiveness of the amendment to the Merger Agreement, Investor X will enter into a Voting Agreement in support of the Merger, which will provide customary terms including restrictions on transfer of such shareholder’s shares of Company common stock prior to the record date and certain standstill provisions with respect to taking actions in opposition to the Merger.

          •           Fees. The transaction fees payable to the Sponsors at closing will not exceed $87.5 million. Following the closing, unless otherwise approved by the members of the Board of Directors who are not representatives of the Sponsors or employees (including former employees) of the Company, the Company will not pay management, transaction, monitoring or any other fees to the Sponsors or their affiliates except pursuant to an arrangement or structure wherein public shareholders of the Surviving Entity are made whole for the portion of such fees paid by the Company that would otherwise be attributable to their share holdings.

          •           Press Release. Any press release related to the transactions set forth herein will be made with the prior consent of Investor X.

          •           Other Existing Shareholders. The investment funds that have been previously identified by Sponsors as current stockholders of the Company and with which the Sponsors of their affiliates have previously entered into separate equity agreements or understandings with the Sponsors with respect to the Merger shall have such equity commitment cancelled, and such holders will be treated ratably with other public shareholders of the Company (i.e., they will have the opportunity to elect stock in the Merger, but have no other arrangements to acquire equity securities of the Company). Sponsors shall not resell, participate or otherwise transfer any of Sponsor’s equity interest to any person whose equity commitment is so cancelled.