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<SEC-DOCUMENT>0000950134-07-020263.txt : 20070920
<SEC-HEADER>0000950134-07-020263.hdr.sgml : 20070920
<ACCEPTANCE-DATETIME>20070920155421
ACCESSION NUMBER:		0000950134-07-020263
CONFORMED SUBMISSION TYPE:	424B3
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20070920
DATE AS OF CHANGE:		20070920

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			C C Media Holdings Inc
		CENTRAL INDEX KEY:			0001400891
		STANDARD INDUSTRIAL CLASSIFICATION:	RADIO BROADCASTING STATIONS [4832]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		424B3
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-143349
		FILM NUMBER:		071127152

	BUSINESS ADDRESS:	
		STREET 1:		100 FEDERAL STREET
		STREET 2:		C/O THOMAS H. LEE PARTNERS, L.P.
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110
		BUSINESS PHONE:		617-227-1050

	MAIL ADDRESS:	
		STREET 1:		100 FEDERAL STREET
		STREET 2:		C/O THOMAS H. LEE PARTNERS, L.P.
		CITY:			BOSTON
		STATE:			MA
		ZIP:			02110

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BT Triple Crown Capital Holdings III, Inc.
		DATE OF NAME CHANGE:	20070524
</SEC-HEADER>
<DOCUMENT>
<TYPE>424B3
<SEQUENCE>1
<FILENAME>d50051e424b3.htm
<DESCRIPTION>PROSPECTUS
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<DIV style="font-family: 'Times New Roman',Times,serif">


<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Filed Pursuant to Rule&nbsp;424(b)(3) by CC Media Holdings, Inc.<BR>
Commission File No.: 333-143349
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>SUPPLEMENT NO. 1 TO JOINT PROXY STATEMENT/PROSPECTUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On or about August&nbsp;23, 2007, we mailed to you a joint proxy statement/prospectus relating to
the special meeting of shareholders of Clear Channel Communications, Inc., a Texas corporation, at
which 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.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of this supplement No.&nbsp;1 to the joint proxy statement/prospectus is to provide
information regarding the application of what we refer to in the joint proxy statement/prospectus
as the &#147;Individual Cap,&#148; i.e., the limit on the number of shares of CC Media Holdings Class&nbsp;A
Common Stock that may be issued to any one holder of shares of Clear Channel Common Stock or
options that make a Stock Election (as defined below) in the merger. Terms used herein have the
meaning ascribed to them in the joint proxy statement/prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As is described in more detail in the joint proxy statement/prospectus, each holder of Public
Shares may elect to receive one share of CC Media Holdings Class&nbsp;A Common Stock for each share of
Clear Channel Common Stock they hold or that is issuable upon exercise of an option to purchase
Clear Channel Common Stock (the &#147;<B>Stock Election</B>&#148;), subject to proration for an Aggregate Cap and to
the Individual Cap. The Individual Cap limits each holder making a Stock Election to a maximum
number of shares of CC Media Holdings Class&nbsp;A Common Stock equal to 9.9% of the total number of
shares of CC Media Holdings Class&nbsp;A Common Stock issued and outstanding immediately following the
consummation of the merger. We currently anticipate that, immediately following the merger, the
only shares of CC Media Holdings capital stock that will be outstanding will be Class&nbsp;A Common
Stock. Assuming that holders of Public Shares elect to receive the maximum Stock Consideration in
the merger, immediately following the merger the Class&nbsp;A Common Stock will be held 30% by former
holders of Public Shares making Stock Elections and 70% by one or more new entities controlled by
private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., or
their affiliates, and their co-investors (subject to reduction on account of rollover investments
by certain officers and other employees as Rollover Shares). We expect that as soon as reasonably
practicable after the consummation of the merger, the entities controlled by private equity funds
sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., or their affiliates, and
their co-investors will exchange their shares of CC Media Holdings Class&nbsp;A Common Stock for shares
of CC Media Holdings Strong Voting Class&nbsp;B Common Stock and Non-voting Class&nbsp;C Common Stock, to be
held in the percentages described in the joint proxy statement/prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a result of the application of the Individual Cap, the maximum number of shares of CC Media
Holdings Class&nbsp;A Common Stock that may be issued to any one shareholder (including the Highfields
Funds) submitting an Election Form making a Stock Election will be 10,102,040 shares of Class&nbsp;A
Common Stock or 9.9% of the total number of shares of Class&nbsp;A Common Stock anticipated to be
outstanding immediately following the Closing.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;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 September&nbsp;24, 2007, by submitting a written notice of revocation or a new form
of election, in each case together with a notice of withdrawal, to the paying agent, Mellon
Investor Services LLC, attention Corporate Action Dept., 27<SUP style="font-size: 85%; vertical-align: text-top">th</SUP> Floor, by mail at P.O. Box
3447, South Hackensack, NJ 07606 or by overnight courier at 480 Washington Boulevard, Jersey City,
NJ 07310. If you wish to submit a new election you must do so in accordance with the election
procedures described in the joint proxy statement/prospectus and the form of election. If you
instructed a broker to submit an election for your shares, you must follow your broker&#146;s directions
for changing those instructions.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Holders of record of Clear Channel Common Stock who hold such shares as nominees, trustees or
in other representative or fiduciary capacities may submit one or more election forms covering the
aggregate number of shares held by such representative for the beneficial owners for whom the
representative is making an election. If any shares of Clear Channel Common Stock are not covered
by an effective election form they will be deemed to
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">have made a Cash Election and will be exchanged for the cash consideration pursuant to the
terms of the merger agreement as described in the joint proxy statement/prospectus.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The joint proxy statement/prospectus previously mailed to you continues to apply. To the
extent information in this supplement differs from, updates or conflicts with information contained
in the joint proxy statement/prospectus, the information in this supplement is the more current
information.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>IMPORTANT ADDITIONAL INFORMATION REGARDING THE MERGER AND WHERE TO FIND IT:</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In
connection with the proposed merger, CC Media Holdings, Inc. has filed with
the Securities and Exchange Commission (the &#147;SEC&#148;) a registration statement on Form S-4, as
amended, that contains the joint proxy statement/prospectus and other documents regarding the
proposed transaction. Before making any voting or investment decisions, security holders of Clear
Channel are urged to read the joint proxy statement/prospectus and all other documents regarding
the merger, carefully in their entirety, because they contain important information about the
proposed transaction. If you need another copy of the joint proxy statement/prospectus or election
form, free of charge, or have additional questions about the merger, the supplement, or other
matters discussed in the joint proxy statement/prospectus, please call our proxy solicitor,
Innisfree M&#038;A Incorporated, toll free at 877-456-3427. The joint proxy statement/prospectus may
also be found on the Internet, as filed by CC Media Holdings, Inc. at
<U>http://www.sec.gov</U>.
</DIV>


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</DIV>




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