Board approves revised buyout proposal 

• Board had rejected this offer just days before
• Buyout group proposed changes on eve of scheduled May 6 shareholder vote

• Board had initially rejected this revised proposal
• CCUnews - stock chart

Offer had already been increased once;
Shareholder meeting delayed twice

• See Bidding History below

Shareholders approved merger 9.25.07

• Press release
• Special meeting held
• Form 8-K

Developments

• Investor FAQs  5.21.07

Bain Capital Partners

Thomas H Lee Partners

Financial

• CCU: Goldman Sachs
• Special Committee:  Lazard Freres

Legal

• CCU: Akin Gump Strauss Hauer & Feld
• Special Committee:  Sidley Austin
• Private Equity Group: Ropes & Gray / Dow Lohnes

Announced 5.13.08

• Press release
• Form 8-K
• Deal FAQs
• Merger agreement amendment #3

• Price cut to  $36.00 per share, from $39.20
• Shareholders may still elect to take stub equity
• Private equity firms and banks to put acquisition funds in escrow

Original deal announced at $37.60 per share 11.16.06

• Press release
• Form 8-K
• Background to the Merger

Market value of Clear Channel Outdoor increased sharply

• 90% of billboard company is owned by CCU

• Stock increased from $20 to over $26
  since November 2006
• Market cap is now over $9B
• CCO news stock - chart

• CCU investor presentation  2.27.07

• Defends deal and deal price

• CCU urges shareholders to vote FOR  3.02.07

CCU postponed its shareholder meeting

• Rescheduled to April 19, record date to be March 23
• CCU press release   3.13.07 

• Meeting originally set for March 21

• Deal was meeting resistance

• Needs 2/3rds approval, per Texas law
• Fidelity (10% holder) reported to be voting AGAINST
• Glass Lewis (proxy advisory firm recommends AGAINST

• Highfields Capital says it will vote its 5% AGAINST

• Schedule 13G  3.15.07

Offer increased to $39.00 per share  4.18.07

• In response to shareholder pressure

• CCU press release   4.18.07 
• Merger agreement amendment #1

• Shareholder meeting delayed until May 8

• Outcome of vote still uncertain

• Company announcement  4.18.07

Board rejects revised buyout proposal

• Buyout group proposed changes on eve of scheduled
  May 6 shareholder vote

• Increase per share payment to public shareholders
  from $39.00 to $39.20
• Give public shareholders the option to elect stub equity
• Insiders would instead get $37.60 per share
  (the value they initially recommended to the board)

• Board rejected this revised proposal, for following reasons:

• Necessity to further delay an already postponed shareholder meeting
• Increase for public shareholders would only be 0.5%
• Continued opposition from significant shareholders and proxy advisory firms

• CCU press release  5.03.07

Board reconsiders revised buyout proposal

• Delays shareholder meeting until May 22
• Reconsiders buyout group revised offer

• CCU press release  5.07.07

Board accepts revised buyout proposal   

• Increases per share payment for all shareholders
  from $39.00 to $39.20

• Press release  5.18.07
• Form 8-K
• Deal FAQs

• Amendment #2  5.18.07

• Public shareholders can elect to take stub equity

• For up to 30% of post-merger equity
• Subject to proration

• Fees payable to private equity group will be limited
• NewCo to have at least two independent directors
• Special meeting to approve deal will be held at later date;
  Regular annual meeting to be held on May 22

CCU wins TRO in Texas

• CCU press release  3.27.08
• Temporary Restraining Order  3.26.08
• Texas District Court Judge John D. Gabriel of Bexar County,  awarded a Temporary Restraining Order in favor of Clear Channel
• Banks were ordered to not "interfere with or thwart consummation of the Merger Agreement" by 1) refusing to fund the Merger transaction, 2) insisting on terms that are inconsistent with the Commitment Letter, or 3) refusing to act in good faith in the drafting of definitive loan documents
• Bank filings  4.08.08

New York court filings

• BT Triple Crown Merger v. Citigroup Global et al
  New York Supreme Court
• Plaintiffs' Verified Reply to Defendants' Counterclaims  4.10.08

• Bank's brief - Motion for summary judgment, argues that

• Banks haven't breached the commitment letter
• Specific performance is unavailable as a remedy
• Bank's liability is at most the break-up fee of $500mm

• CC Media brief - Motion to dismiss counterclaims 4.09.08

CCU and buyout firms sue lenders

• CCU press release  3.26.08
• Deal has been held up for months over financing issues
• Plaintiffs allege "lenders remorse"
• Per lawsuit, banks stood to lose $2.6B immediately upon  funding the debt, when debt is marked-to-market for current market conditions
• CCU's 2007 revenue and net income are up from 2006

• 2007 10-K selected financial data
• Some analysts believe deal is

Banks have resisted closing because of changes in market conditions

• Deal has been held up for months over financing issues
• Closing was scheduled; Banks failed to attend

• Form 8-K  3.28.08

• Stock price had declined substantially in response

• News - Stock chart

Public stockholders can elect not to cash out

• Can exchange some or all of their CCU shares for shares in the newly incorporated acquisition company

• For up to 30% of post-merger equity,
  subject to proration
• Up to $1.2B of post-merger equity
  (when valued at $39.20 per share)
• Stub equity will be SEC-registered but won't be exchange listed

• See Stub Equity

Merger agreement provisions

• Select amended sections of merger agreement

• 3.01(b)  Merger consideration
• 3.01(c)  Election procedures
• 3.01(g)  Proration
• 3.03      Treatment of stock options
• 3.09      Additional consideration

Registration statement  

• Form S-4  5.30.07  

• Table of contents

Schedule 13D

• Amendment #1  7.25.07
• Highfields Capital Management  5.30.07

New meeting set for 9.25.07

• Press release

Special meeting postponed

• 2007 annual meeting to be held May 22

• Proxy statement

• Special meeting to approve deal postponed again

• CCU press release  5.18.07

Proxy statement filings

• Definitive  1.29.07
• Preliminary  12.15.06

No shop covenant

• Merger agreement §6.7
• Proxy statement disclosure

Break-up fee

• $500mm, plus out-of-pocket expenses
• Agreement §8.2
• Proxy statement disclosure

HSR Act

• Merger agreement §6.5
• Proxy statement disclosure

Goldman Sachs fairness opinion

• Proxy statement disclosure

Disclosure

• Proxy statement disclosure

Private Equity