Exhibit 99.3
Notice of Guaranteed Delivery
To Tender for Exchange of
9.0% Priority Guarantee Exchange Notes due 2021
for Outstanding 9.0% Priority Guarantee Notes due 2021
Regulation S Notes (CUSIP U18285 AFO and ISIN USU18285AF04)
144A Notes (CUSIP 184502 BF8 and ISIN US184502BF80)
of
Clear Channel Communications, Inc.
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 2011 (THE “EXPIRATION DATE”), UNLESS EXTENDED BY CLEAR CHANNEL COMMUNICATIONS, INC. IN ITS SOLE DISCRETION.
The Exchange Agent for the Exchange Offer is:
Deutsche Bank Trust Company Americas
By Registered Mail or Overnight Carrier: | Facsimile Transmission: (for eligible institutions only) | By Hand Delivery:
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Deutsche Bank Trust Company Americas (US CTAS Operations) 5022 Gate Parkway Suite 200 Jacksonville, Florida 32256 Attn: Reorganization Unit Clear Channel Communications, Inc. | (615) 866-3889 Attn: Reorganization Unit | Deutsche Bank Trust Company Americas (US CTAS Operations) 5022 Gate Parkway Suite 200 Jacksonville, Florida 32256 Attn: Reorganization Unit Clear Channel Communications, Inc. | ||
| Confirm by Telephone: (800) 735-7777 | ||||
For any questions regarding this notice of guaranteed delivery or for any additional information, you may contact the exchange agent by telephone at (800) 735-7777, or by facsimile at (615) 866-3889.
Delivery of this notice of guaranteed delivery to an address other than as set forth above or transmission of this notice of guaranteed delivery via a facsimile transmission to a number other than as set forth above will not constitute a valid delivery.
Registered holders of outstanding 9.0% Priority Guarantee Notes due 2021 (together with the guarantees thereof, the “Outstanding Notes”) who wish to tender their Outstanding Notes in exchange for a like principal amount of 9.0% Priority Guarantee Notes due 2021 (together with the guarantees thereof, the “Exchange Notes”) may use this Notice of Guaranteed Delivery or one substantially equivalent hereto to tender Outstanding Notes pursuant to the Exchange Offer (as defined below) if: (1) their Outstanding Notes are not immediately available or (2) they cannot deliver their Outstanding Notes (or a confirmation of book-entry transfer of Outstanding Notes into the account of the Exchange Agent at The Depository Trust Company), the Letter of Transmittal or any other documents required by the Letter of Transmittal to the Exchange Agent prior to the Expiration Date or (3) they cannot complete the procedure for book-entry transfer on a timely basis. This Notice of Guaranteed Delivery may be delivered by hand or sent by facsimile transmission or mail to the Exchange Agent. See “Exchange Offer—Procedures for Tendering” in the prospectus dated , 2011 (the “Prospectus”), which together with the related Letter of Transmittal constitutes the “Exchange Offer” of Clear Channel Communications, Inc.
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Outstanding Notes indicated below pursuant to the guaranteed delivery procedures set forth in the Prospectus and the Letter of Transmittal, upon the terms and subject to the conditions contained in the Prospectus and the Letter of Transmittal, receipt of which is hereby acknowledged.
All authority herein conferred or agreed to be conferred by this Notice of Guaranteed Delivery shall survive the death or incapacity of the undersigned and every obligation of the undersigned under this Notice of Guaranteed Delivery shall be binding upon the heirs, personal representatives, executors, administrators, successors, assigns, trustees in bankruptcy and other legal representatives of the undersigned.
The undersigned hereby tenders the Outstanding Notes listed below:
Certificate Number(s) (If Known) of Outstanding Notes or if Outstanding Notes will be Delivered by Book-Entry Transfer at the Depositary Trust Company, Insert Account No. | Aggregate Principal Amount Represented | Aggregate Principal Amount Tendered* | ||
| * | Must be in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof |
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PLEASE SIGN AND COMPLETE
| Signature(s) of Registered Holder(s) or Authorized Signatory: | ||
Name(s) of Registered Holder(s): | ||
Date: |
Address: | ||
Area Code and Telephone No.: | ||
This notice of guaranteed delivery must be signed by the registered holder(s) exactly as their name(s) appear(s) on certificate(s) for notes or on a security position listing as the owner of notes, or by person(s) authorized to become registered holder(s) by endorsements and documents transmitted with this notice of guaranteed delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must provide the following information:
Please print name(s) and address(es):
Name(s): |
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DO NOT SEND NOTES WITH THIS FORM. NOTES SHOULD BE SENT TO THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL OR PROPERLY TRANSMITTED AGENT’S MESSAGE.
THE GUARANTEE BELOW MUST BE COMPLETED
GUARANTEE
(Not To Be Used for Signature Guarantee)
The undersigned, an “eligible guarantor institution” within the meaning of Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended, hereby guarantees that the notes to be tendered hereby are in proper form for transfer (pursuant to the procedures set forth in the prospectus under “Exchange Offer—Guaranteed Delivery Procedures”), and that the exchange agent will receive (a) such notes, or a book-entry confirmation of the transfer of such notes into the exchange agent’s account at The Depository Trust Company, and (b) a properly completed and duly executed letter of transmittal (or facsimile thereof) with any required signature guarantees and any other documents required by the letter of transmittal, or a properly transmitted agent’s message, within three New York Stock Exchange, Inc. trading days after the date of execution hereof.
The eligible guarantor institution that completes this form must communicate the guarantee to the exchange agent and must deliver the letter of transmittal, or a properly transmitted agent’s message, and notes, or a book-entry confirmation in the case of a book-entry transfer, to the exchange agent within the time period described above. Failure to do so could result in a financial loss to such eligible guarantor institution.
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