Summary Notice of Pendency of Derivative Action, Proposed Settlement of Derivative Action, Settlement Hearing and Right to

  Summary Notice of Pendency of Derivative Action, Proposed Settlement of
  Derivative Action, Settlement Hearing and Right to Appear In Re Clear
  Channel Outdoor Holdings, Inc. Derivative Litigation

Business Wire

SAN ANTONIO -- July 26, 2013

Clear Channel Outdoor Holdings, Inc. (NYSE: CCO), today issued the following
press release:

              IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE CLEAR CHANNEL OUTDOOR             )    CONSOLIDATED
HOLDINGS, INC. DERIVATIVE LITIGATION       )       
                                           )       C.A. No. 7315-CS
                                                   

               SUMMARY NOTICE OF PENDENCY OF DERIVATIVE ACTION,
                  PROPOSED SETTLEMENT OF DERIVATIVE ACTION,
                   SETTLEMENT HEARING, AND RIGHT TO APPEAR

          
TO:               ALL RECORD AND BENEFICIAL HOLDERS OF SHARES OF THE
                  COMMON STOCK OF CLEAR CHANNEL OUTDOOR HOLDINGS,
                  INC. (“OUTDOOR” OR THE “COMPANY”) AS OF THE CLOSE OF
                  BUSINESS ON JULY 9, 2013.
                  

YOU ARE HEREBY NOTIFIED that the plaintiffs and defendants in the
above-captioned derivative lawsuit (the “Derivative Action”), and the Special
Litigation Committee of the Board of Directors of Outdoor (the “SLC”), have
entered into a proposed settlement of the Derivative Action (the
“Settlement”).

PLEASE BE FURTHER ADVISED that pursuant to an Order of the Court of Chancery
of the State of Delaware (the “Court”), dated July 9, 2013 (the “Scheduling
Order”), a hearing (the “Settlement Hearing”) will be held on September 9,
2013, at 10:00 a.m., before The Honorable Leo E. Strine, Jr., in the Court of
Chancery of the State of Delaware, New Castle County Courthouse, 500 North
King Street, Wilmington, DE 19801. The purpose of the Settlement Hearing is:
(a) to determine whether Plaintiffs and Counsel for the Plaintiffs have
adequately represented the interests of Outdoor and its stockholders; (b) to
determine whether a Stipulation of Settlement dated July 8, 2013 (the
“Stipulation”), and the terms and conditions of the Settlement proposed in the
Stipulation, are fair, reasonable, adequate and in the best interests of
Outdoor and its stockholders; (c) to determine whether the Court should enter
an Order and Final Judgment, substantially in the form attached as Exhibit F
to the Stipulation, dismissing the Derivative Action with prejudice, and
releasing, barring, and enjoining the prosecution of any Released Plaintiff
Claims against the Released Defendant Persons and any Released Defendant
Claims against the Released Plaintiff Persons; (d) to consider the application
by Counsel for the Plaintiffs for an award of attorneys’ fees and expenses;
(e) hear and determine any objections to the Settlement and/or Counsel for the
Plaintiffs’ application for an award of attorneys’ fees and expenses; and (f)
to rule on such other matters as the Court may deem appropriate.

The Derivative Action and Settlement address claims alleging that Clear
Channel Communications, Inc. (“Clear Channel”) and its private-equity
sponsors, Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.,
breached their fiduciary duties to Outdoor and its stockholders by requiring
the Company to agree to amend the terms of the Revolving Promissory Note,
dated as of November 10, 2005, between Clear Channel, as maker, and Outdoor,
as payee (as amended by the first amendment dated as of December 23, 2009, and
as may be further amended, the “Note”), to extend the maturity date of the
Note and to amend the interest rate payable on the Note (the “Contract Rate”).
According to the derivative complaints, the terms of the amended Note were
unfair to Outdoor because, among other things, the Contract Rate was below
market. The derivative complaints allege that Clear Channel and its
private-equity sponsors were unjustly enriched as a result of the foregoing
transaction. The derivative complaints also allege that certain current and
former directors of Outdoor and Clear Channel breached their fiduciary duties
to Outdoor in connection with the transaction and that the transaction
constituted corporate waste. The derivative complaints also allege that the
Clear Channel Board of Directors (the “Board”) breached its fiduciary duties
to Outdoor and its stockholders by refusing to demand repayment of the
outstanding balance of the Note despite the contractual right to do so. On
April 4, 2012, the Board formed the SLC consisting of independent directors to
review and investigate Plaintiffs’ derivative claims and determine the course
of action that serves the best interest of the Company and its stockholders.

The SLC (acting for and on behalf of the Company), in the exercise of its
business judgment, has determined that it is in the best interests of the
Company and its stockholders that the Derivative Action be fully and finally
settled in the manner and upon the terms and conditions set forth in the
Stipulation, and that the terms and conditions are fair, reasonable, and
adequate. The SLC has reached this conclusion only after a comprehensive
consideration of the pertinent factual and legal issues surrounding the
allegations made in the Verified Stockholder Derivative Complaint, as well as
additional possible claims identified by the SLC, and only after an extensive
investigation that spanned more than six months. In addition, the SLC’s
determinations were informed by various prudential considerations, including
the costs (financial and otherwise) of litigation, the uncertainty and risk
inherent in any litigation, the potential disparity between the costs
associated with continued litigation and a potential recovery sufficient to
justify those costs, the availability of relief through this Settlement that
would not be available through litigation, and the possibility that continued
litigation would threaten harm to the Company’s reputation and distract the
Company’s board of directors and senior management from managing the affairs
and operations of the Company.

On March 28, 2013, to avoid the costs, disruption, and distraction of further
litigation, and without admitting the validity of any allegations made in the
derivative complaints, legal counsel for the defendants entered into a binding
memorandum of understanding (the “MOU”) with legal counsel for the SLC and the
plaintiffs to settle the Derivative Action. On July 8, 2013, the parties to
the MOU executed the Stipulation reflecting the terms of the MOU and presented
such Stipulation to the Court for approval.

The principal terms of the Settlement are as follows:

  *Not later than ten (10) calendar days after Final Court Approval, the
    Company will on the same day both (a) notify Clear Channel of its intent
    to make a demand for repayment of $200 million outstanding under the Note
    twenty (20) calendar days thereafter (or if that day is not a business
    day, then the next business day thereafter), and (b) declare a dividend to
    be paid the same business day that such demand is made, conditioned on
    Clear Channel having satisfied such demand. On the twentieth (20th)
    calendar day after providing such notice to Clear Channel (or if that day
    is not a business day, then the next business day thereafter), Outdoor
    will demand repayment of $200 million outstanding under the Note. Clear
    Channel will satisfy the demand the same day it is made.
  *Not later than ten (10) business days after Final Court Approval, the
    Company and Clear Channel will adopt a Note amendment in substantially the
    form attached to the Stipulation as Exhibit D. The Note amendment will
    change the Contract Rate such that, in the event that (x) the outstanding
    balance (which shall be calculated on a daily basis) due under the Note
    exceeds $1.0 billion, the per annum rate of interest applicable to such
    excess balance (i.e., the amount that exceeds $1.0 billion) will be (only
    for so long as the outstanding balance due under the Note exceeds $1.0
    billion) an amount equal to the Average Yield-to-Maturity for the series
    of Clear Channel Reference Notes that has the nearest future maturity date
    or (y) the Clear Channel Liquidity Ratio is less than 2.0x, the per annum
    rate of interest applicable to the entire balance outstanding under the
    Note will be (only for so long as the Clear Channel Liquidity Ratio is
    less than 2.0x) an amount equal to the Average Yield-to-Maturity for the
    series of Clear Channel Reference Notes that has the nearest future
    maturity date. For purposes of determining the Contract Rate, the series
    of Clear Channel Reference Notes that has the nearest future maturity date
    shall be determined without regard to any series of Clear Channel
    Reference Notes that has a maturity date less than 90 calendar days from
    the date of measurement. If no trades were reported during the month for
    the applicable Clear Channel Reference Notes, the Average
    Yield-to-Maturity from the previous month shall be used. If no series of
    Clear Channel Reference Notes that has a maturity date of 90 days or more
    from the date of measurement continues in existence on the date of
    measurement, Average Yield-to-Maturity shall be calculated in the manner
    described in the three preceding sentences, except that the publicly
    traded Clear Channel unsecured debt that has the nearest maturity date of
    90 days or more from the date of measurement shall be substituted for the
    Clear Channel Reference Notes. The Average Yield-to-Maturity shall in no
    event be less than 6.5%, nor greater than 20%.

All capitalized terms in this Notice not otherwise defined herein have the
meaning given to them in this Notice and/or in the Stipulation of Settlement
in this matter.

  *Not later than ten (10) business days after Final Court Approval, the
    Company will establish a committee of the Board (the “Committee”) for the
    specific purpose of monitoring the Note, composed of all then-serving
    Independent Directors of the Company, and will adopt a Committee charter
    in substantially the form attached to the Stipulation as Exhibit E. The
    Committee will be provided reports on a monthly and annual basis, and will
    have access to independent legal and financial advisors. The Committee
    charter will provide for the Committee to have the non-exclusive authority
    (i.e., in addition to the authority of the full Board), if the Committee
    so desires and believes it to be in the best interests of the Company’s
    stockholders, to demand payments under the Note in the following specified
    circumstances:

       *if the Clear Channel Liquidity Ratio is less than 2.0x on an actual
         and projected basis, the Committee will be authorized to demand
         payment up to the full amount outstanding under the Note; or
       *if the Outdoor Public Share is greater than $114.0 million on an
         actual or projected basis, then the Committee will be authorized to
         demand payment up to the amount required to reduce the Outdoor Public
         Share to $85.0 million;

in each such case provided that the Committee simultaneously declares a
dividend equal to the amount so demanded, to be paid simultaneously with the
amount paid pursuant to the demand.

  *A comprehensive release from liability arising out of the derivative
    claims asserted in the Derivative Action.

Before the Settlement Hearing, Counsel for the Plaintiffs intends to apply to
the Court for an award of attorneys’ fees and expenses. Clear Channel and the
SLC (acting for and on behalf of the Company) acknowledge the right of Counsel
for the Plaintiffs to an award of fees and expenses as a result of their
prosecution of the Derivative Action. Counsel for the Plaintiffs agree not to
seek fees or expenses from the Court in excess of six million dollars
($6,000,000), and Defendants shall take no position on the amount of any
application for an award of fees and expenses (provided that the application
complies with the Stipulation).

If the Settlement is approved, the Action will be dismissed with prejudice and
the Released Persons will be released by Plaintiffs, Defendants, the SLC, the
Company, and Company Stockholders, derivatively on behalf of the Company, as
applicable, on the terms and subject to the conditions set forth in the
Stipulation.

ANY PERSON THAT OWNED OUTDOOR COMMON STOCK AS OF JULY 9, 2013, THE DATE THAT
THE COURT ENTERED THE SCHEDULING ORDER, AND WHO CONTINUES TO OWN SHARES OF
OUTDOOR COMMON STOCK THROUGH SEPTEMBER 9, 2013, THE DATE OF THE SETTLEMENT
HEARING, AND WHO WISHES TO OBJECT TO THE SETTLEMENT OR THE APPLICATION FOR
FEES AND EXPENSES BY COUNSEL FOR THE PLAINTIFFS, OR ANY OTHER MATTER RELATED
TO THE SETTLEMENT, MAY DO SO BY FOLLOWING THE PROCEDURE SET FORTH IN SECTIONS
27-30 OF THE NOTICE OF PENDENCY OF DERIVATIVE ACTION, PROPOSED SETTLEMENT OF
DERIVATIVE ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR (the “Notice”). The
Notice, as well as the Stipulation and the Court’s July 9, 2013 Scheduling
Order, are available on Outdoor’s website at
http://clearchanneloutdoor.com/about-us/investors/ and on plaintiffs’
counsel’s websites at http://www.gelaw.com/clear-channel and
http://www.blbglaw.com.

                                     
        PLEASE DO NOT CONTACT THE COURT.
                                           
        Dated: July 19, 2013
                                           
                                           BY ORDER OF THE COURT OF CHANCERY
                                           OF THE STATE OF DELAWARE
                                           
                                           

About Clear Channel Outdoor Holdings, Inc.

Clear Channel Outdoor Holdings, Inc., (NYSE: CCO) is one of the world’s
largest outdoor advertising companies, with more than 750,000 displays in over
40 countries across five continents, including 48 of the 50 largest markets in
the United States. Clear Channel Outdoor Holdings offers many types of
displays across its global platform to meet the advertising needs of its
customers. This includes a growing digital platform that now offers over 1000
digital billboards across 37 U.S. markets. Clear Channel Outdoor Holdings’
International segment operates in nearly 30 countries across Asia, Australia,
Europe and Latin America in a wide variety of formats.

Contact:

CC Media Holdings
Media
Wendy Goldberg, 212-549-0965
Executive Vice President – Communications
or
Investors
Gregory Lundberg, 212-549-1717
Senior Vice President – Investor Relations
 
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