iHeartMedia, Inc.

Regulatory Filings • Jul 31, 2007

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July 31, 2007

BY EDGAR

Securities and Exchange Commission Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549

Attention: Michele M. Anderson

Re: CC Media Holdings, Inc. (formerly known as BT Triple Crown Holdings III, Inc.) Amendment No. 3 to Form S-4 Filed July 31, 2007 File No. 333-143349

Dear Ms. Anderson:

On behalf of our client, CC Media Holdings, Inc. (f/k/a BT Triple Crown Capital Holdings III, Inc.) (“Holdings”), we hereby acknowledge receipt of the comment letter dated July 27, 2007 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) concerning the above captioned Amendment No. 1 to the Registration Statement on Form S-4 (the “S-4”).

We submit this letter in response to the Comment Letter on behalf of Holdings. For ease of reference, we have reproduced the text of the comments in bold-face type below, followed by Holdings’ responses. Unless otherwise noted, page number references herein refer to the joint proxy statement/prospectus (the “Proxy Statement/Prospectus”) contained in Amendment No. 3 to the S-4 (the “Amended S-4”). Terms used but not defined herein have the meanings set forth in the Proxy Statement/Prospectus.

Holdings is filing today, by way of EDGAR, the Amended S-4, together with this response letter. Under separate cover, we will send three marked copies of the Amended S-4 and all supplemental information requested by the Staff by courier to you.

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Michele M. Anderson Securities and Exchange Commission July 31, 2007 Page 2

RESPONSES TO STAFF COMMENTS

Cover page

1.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see the cover page of the Proxy Statement/Prospectus.

Summary, page 1

2.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page 16 of the Proxy Statement/Prospectus.

Material United States Federal Income Tax Consequences, page 7

3.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page 7 of the Proxy Statement/Prospectus.

Conditions to the Merger, page 7

4.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page 8 of the Proxy Statement/Prospectus.

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Michele M. Anderson Securities and Exchange Commission July 31, 2007 Page 3

Risk Factors, page 17

The incurrence of indebtedness to pay the cash portion of the Merger Consideration... [,]” page 21

5.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page 21 of the Proxy Statement/Prospectus.

Notes to Unaudited Pro Forma Condensed Consolidated Financial Data, page 39

6.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see pages 40 and 41 of the Proxy Statement/Prospectus.

Contractual Obligations; Indebtedness and Dividend Policy Following the Merger, page 46

7.	State that the amounts shown in the table are in thousands of dollars.
	Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page 47 of the Proxy Statement/Prospectus.
8.	To the extent known, disclose the anticipated consequences of default under the senior
secured credit facilities.
	Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page 49 of the Proxy Statement/Prospectus.

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Michele M. Anderson Securities and Exchange Commission July 31, 2007 Page 4

Board of Directors and Management of Holdings, page 49

Compensation Discussion and Analysis, page 53

9.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page 23 of the Proxy Statement/Prospectus.

Annual Incentive Bonus, page 55

10.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see pages 58-59 of the Proxy Statement/Prospectus.

Background of the Merger, page 67

1. After reviewing your response to our prior comment 32, we continue to believe that you should provide Item 4(b) disclosure of the November 16, 2006 Watson Wyatt opinion and file its opinion and consent as exhibits to the Form S-4. The Commission has stated, in the Adopting Release for Form S-4, that “Item [4(b)] requires that if the registrant or the company being acquired has obtained a report, opinion or appraisal from an outside party as to the transaction and refers to such opinion in the prospectus, then the information called for by Item 9(b)(1) of Schedule 13E-3 must be furnished.” Business Combination Transactions; Adoption of Registration Form, Release No. 33-6578 (Apr. 23, 1985) at [*28]. In this regard, it appears that the management arrangements are integrally related to the merger and that the management arrangements have not been modified, to a material extent, since the date of the Watson Wyatt opinion provided

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Michele M. Anderson Securities and Exchange Commission July 31, 2007 Page 5

November 16, 2006. Also provide us with any analyses, reports, presentations, or similar materials provided to or prepared by Watson Wyatt in connection with rendering its advice.

Further, it is not clear to us how the analyses set forth on the various Goldman Sachs presentations are “substantially similar” to those described under “Opinion of Clear Channel’s Financial Advisor” in light of the changing valuation ranges in the opinions Goldman Sachs provided to the Clear Channel board on separate occasions. Please revise to provide full Item 4(b) disclosure about each of the Goldman Sachs presentations (beginning with the October 13, 2006 presentation). Your expanded disclosure should summarize any material differences in the information presented over time.

Alternatively, provide a more detailed analysis of why each of the Goldman Sachs presentations and the Watson Wyatt opinion are not material.

Response : Holdings respectfully notes the Staff’s comment. Holdings is sending supplementally to Mr. Swanson copies of materials presented by Watson Wyatt at the meeting of Clear Channel’s special advisory committee on November 13, 2006, which consist of the following: (i) a list of discussion points, (ii) a summary of the management equity reserves and co-investment levels of comparable leveraged buyout transactions, (iii) a calculation of potential change in control payments to certain executive officers prepared jointly by Watson Wyatt and Clear Channel and (iv) an updated calculation delivered on November 16, 2007. Holdings has been informed by Clear Channel and respectfully notes that Watson Wyatt did not deliver any written report or render any formal opinion and that the information presented to the special advisory committee by Watson Wyatt primarily consists of a compilation of financial data and related information relating to third party transactions and information prepared jointly with Clear Channel. Accordingly, Holdings does not believe that this information constitutes a report, opinion or appraisal required to be filed pursuant to Item 4(b) of Form S-4. Additionally, while Holdings respectfully notes the Staff’s comments that the management arrangements have not been modified, to a material extent, since November 16, 2006, they were modified on November 15, 2006, and only the spreadsheet delivered on November 16, 2006 reflects the terms of the new arrangement. Holdings also respectfully advises the Staff that since then the terms of the merger agreement have been amended on two separate occasions. At the same time Watson Wyatt has not updated the information presented to the special advisory committee in November 2006. The information originally provided by Watson Wyatt is no longer reflective of the terms of the transaction currently being presented to Clear Channel shareholders for approval. Holdings also respectfully advises the Staff, as described in the Proxy Statement/Prospectus, that the special committee advisory committee has not made any determination as to the fairness of the terms of the amended merger agreement. Holdings therefore believes that the information compiled by Watson Wyatt prior to execution of the original merger

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Michele M. Anderson Securities and Exchange Commission July 31, 2007 Page 6

| | agreement would not be material to the investment decision of Clear Channel’s shareholders
with respect to the pending transaction. |
| --- | --- |
| | The Proxy Statement/Prospectus has been revised in response to the Staff’s comment to
address the changing indicative values in the financial analyses
underlying the opinions Goldman Sachs provided to the Clear
Channel board on separate occasions. Please see pages 106-110 of the Proxy
Statement/Prospectus. Holdings supplementally advises the Staff that
the indicative values
described under “Opinion of Clear Channel’s Financial Advisor”, were in each case the
highest indicative values in the financial analyses underlying the opinions Goldman Sachs
provided to the Clear Channel board on separate occasions. Moreover, each of the various
Goldman Sachs presentations, other than the presentation that included the underlying
financial analyses for Goldman Sachs’ opinion dated May 17, 2007 which has been described in
the Proxy Statement/Prospectus, did not relate to the $39.20 per share merger consideration
under the amended merger agreement. Holdings therefore believes that each of the
presentations, other than the May 17, 2007 presentation described in the Proxy
Statement/Prospectus, would not be material to the investment decisions of Clear Channel’s
shareholders because the financial analyses in such presentations
were older, included lower indicative values and do not relate to the pending transaction under the amended merger
agreement. Therefore, further disclosure of such presentations could be repetitive,
lengthy, confusing and misleading to Clear Channel shareholders. |
| 12. | We have considered your revisions in response to our prior comment 34. However, we note your
disclosure on page 83 that “significant shareholders of Clear Channel had privately or
publicly made known their opposition to the merger at $39.00 per share and their lack of
interest in shares of capital stock of the surviving corporation following the merger....”
Please revise the disclosure on page 84 to clarify whether any of the “substantial majority”
of stockholders who expressed a willingness to consider a stock election (during the meetings
between May 7, 2007 and May 17, 2007) are the same as any of the significant shareholders of
Clear Channel who had expressed their lack of interest in shares of stock of the surviving
corporation. Furthermore, if any of the shareholders expressing a willingness to consider a
stock election are identical to the shareholders that previously indicated a lack of interest
in shares of stock of the surviving corporation, please clarify why they changed their
opinions towards a stock election option (assuming they expressed the reasons for the change). |
| | Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page 85 of the Proxy Statement/Prospectus. |

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13.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page 85 of the Proxy Statement/Prospectus.

Reasons for the Merger, page 85

14.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see pages 18 and 87 of the Proxy Statement/Prospectus.

1. Despite your revisions in response to prior comment 38, we believe that additional context is needed in a number of the factors that the board considered so that investors can adequately assess this information. For example:

| • | expand the first bullet point on page 86 to briefly address what the board
considered with respect to the challenges faced by Clear Channel and explain why the
challenges and risks supported its decision to enter into the merger agreement; |
| --- | --- |
| • | revise the second bullet point to describe the board’s conclusions regarding
Clear Channel’s prospects and the uncertainty associated with the radio industry; |
| • | revise the third bullet point to briefly explain what the board concluded about
each strategic alternative so that it is clear why the alternatives were rejected; and |
| • | clarify why the board considered “the fact that entities affiliated with the
Sponsors would control Holdings” (page 88) to be a potentially negative factor. |

Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s comment. Please see pages 88 and 90 of the Proxy Statement/Prospectus.

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16.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page 89 of the Proxy Statement/Prospectus.

Opinion of Clear Channel’s Financial Advisor, page 101

| 17. |
| --- |
| Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment, with the exception of the Staff’s comment to quantify
the adjustments that Goldman Sachs made to one-year forward EBITDA
multiples of the “selected companies”. Please see pages
106-110 of the Proxy Statement/Prospectus. |

| | Holdings has been advised that Goldman Sachs made customary financial adjustments to the
EBITDA multiples utilizing publicly available quantitative information including research analysts’
estimates of EBITDA and the impact of announced acquisitions and divestitures, where applicable.
In light of the customary nature of the adjustments, the public availability of the quantitative
information underlying such adjustments and the lengthy disclosure that may result from
quantitative disclosure, Holdings respectfully submits that quantitative disclosure would not be
central to an investor’s understanding of how Goldman Sachs
arrived at the indicative values in its
financial analyses. |
| --- | --- |
| 18. | Our prior comment 46 sought Item 1015(b)(4) disclosure of the compensation Goldman Sachs
received for all services provided to Clear Channel and its affiliates, as well as otherwise
material disclosure in the form of the fees paid for services that Goldman provided to Bain,
THL Partners, and their affiliates during the past two years. Please revise to quantify the
total fees that Goldman Sachs has received from each of Bain, THL Partners, and their
affiliates during the last two years. |
| | Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. |

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Michele M. Anderson Securities and Exchange Commission July 31, 2007 Page 9

Please see page 112 of the Proxy Statement/Prospectus.

Material United States Federal Income Tax Consequences, page 108 & Exhibit 8.1

19.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see pages 7 and 112-116 of the Proxy Statement/Prospectus.

20.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page 114 of the Proxy Statement/Prospectus.

| 21. |
| --- |
| Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment by deleting the risk factor starting with “Potential
risk of greater taxable gain upon recharacterization of the
merger” and revising the Section entitled “Material United
States Federal Income Tax Consequences.” Please see page 115 of the Proxy Statement/Prospectus. |

1. We note your disclosure on page 110, under the sub-heading “Recharacterization of the Merger by the Internal Revenue Service.” Clearly state counsel’s opinion as to whether the transaction will be treated as a redemption or a contribution. If counsel cannot opine

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| | on the matter, then you must clearly state that is the case and address why it is not able
to opine on this material tax consequence. If counsel states that it cannot opine on this
matter, then you should not suggest that the deemed redemption is more likely to occur, as
you do under “Exchange of Clear Channel Common Stock for a Combination of Holdings Common
Stock and Cash.” Alternatively, counsel may issue a “should” or “more likely than not”
opinion with respect to this particular tax consequence, explain the reasons for the doubt
and disclose the degree of the uncertainty. |
| --- | --- |
| | Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s comment by substantially
reworking the disclosure on page 115 to state clearly that the Deemed Redemption and Deemed
Exchange will be treated as separate transactions and, while we note that there is a slight
possibility that the IRS will take a different position, the disclosure and the opinion conclude
that the Deemed Redemption and Deemed Exchange will be treated as separate transactions. See
paragraph beginning “Possible Collapse of Deemed Redemption into Deemed Exchange by the Internal
Revenue Service.” |
| 23. | Please revise to delete the last sentence of the paragraph starting with “Recharacterization
of the Merger by the Internal Revenue Service.” It is not appropriate to provide a tax
opinion, summarize the tax consequences and then tell shareholders they “are urged to consult”
their own tax advisor. Also revise the identical language appearing in the related risk
factor. |
| | Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment by deleting the sentence that “Holders are urged to consult their tax advisers regarding such potential risk.” |
| 24. | Advise Ropes & Gray to revise the short-form opinion, filed as Exhibit 8.1, to delete the
statement that in the opinion of counsel, the discussion under the caption “Material United
States Federal Income Tax Consequences” is “accurate in all material respects.” Counsel
should clearly state, in the short-form opinion, that the discussion underneath the caption is
the opinion of counsel and that it confirms its opinion as set forth in that section of the
document. In addition, since the opinion states that counsel has no obligation to update its
opinion, then have counsel clarify that the opinion speaks through the date of effectiveness
of the registration statement. Counsel can do this through disclosure or by filing another
opinion dated the date of effectiveness. |
| | Response : Ropes & Gray has revised the short-form opinion, filed as Exhibit 8.1 to the
Amended S-4 to comply with the Staff’s comment and intends to
file another opinion dated the effective date. |

Representations and Warranties, page 125

1. Your statement that the representations and warranties were “made to and solely for the benefit of [the parties to the merger agreement]” may continue to imply that the referenced merger agreement does not constitute public disclosure under the federal

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securities laws. Please revise to delete this potential implication pursuant to prior comment 50.

Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s comment by deleting the statement that the representations and warranties were “made to and solely for the benefit of [the parties to the merger agreement].”

Signatures, page II-5

26.
Response : The Proxy Statement/Prospectus has been revised to comply with the Staff’s
comment. Please see page II-5 of the Proxy Statement/Prospectus.

Exhibits

27.
Response : Holdings has filed as an exhibit to the Amended S-4 the debt commitment letter
referenced above.

---

As appropriate, please amend your registration statement in response to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information. Detailed cover letters greatly facilitate our review. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

We direct your attention to Rules 460 and 461 regarding requesting acceleration of a registration statement. Please allow adequate time after the filing of any amendment for

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Michele M. Anderson Securities and Exchange Commission July 31, 2007 Page 12

further review before submitting a request for acceleration. Please provide this request at least two business days in advance of the requested effective date.

You may contact Michael Henderson, Staff Accountant, at (202) 551-3364 or Dean Suehiro, Senior Staff Accountant, at (202) 551-3384 if you have questions regarding comments on the financial statements and related matters. Please contact Derek B. Swanson, Attorney-Adviser, at (202) 551-3366, or me at (202) 551-3810 with any other questions.

Response: Holdings acknowledges the Staff’s response protocol and has filed a pre-effective amendment as well as this response letter by way of EDGAR. In addition, marked copies of the Amended S-4 along with supplemental material will be delivered to the Staff by courier, under separate cover, to the attention of Mr. Derek B. Swanson. Holdings acknowledges that the Staff may have additional comments after reviewing the Amended S-4 and this letter.

Holdings acknowledges the Staff’s protocol with respect to any request to accelerate the effectiveness of the S-4.

Holdings has noted this contact information and wishes to thank these contacts for their assistance and prompt review of the S-4.

We appreciate your assistance in reviewing this response letter. Please direct all questions or comments regarding this filing to me at (415)-315-6344.

Sincerely,
/s/ Brian C. Erb
Brian C. Erb Ropes & Gray LLP

Enclosures

cc: John P. Connaughton Bain Capital, LLC

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Michele M. Anderson Securities and Exchange Commission July 31, 2007 Page 13

Scott M. Sperling Thomas H. Lee Partners, L.P. Andrew W. Levin, Esq. Hamlet Newsom, Esq. Clear Channel Communications, Inc.

David C. Chapin, Esq. Ropes & Gray LLP

C.N. Franklin Reddick, Esq. David B. Antheil, Esq. Akin Gump Strauss Hauer & Feld LLP

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