UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 2017
CLEAR CHANNEL OUTDOOR
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 1-32663 | 86-0812139 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
200 East Basse Road, Suite 100
San Antonio, Texas 78209
(Address of principal executive offices)
Registrant’s telephone number, including area code: (210) 832-3700
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition
The information set forth in Item 7.01 below is incorporated by reference into this Item 2.02.
Item 7.01. Regulation FD Disclosure
In anticipation of the scheduled expiration of the offers by iHeartCommunications, Inc. (“iHeartCommunications”), iHeartMedia, Inc., CC Outdoor Holdings, Inc. and Broader Media, LLC (collectively, the “Issuers”) that commenced on March 15, 2017, to exchange iHeartCommunications’ outstanding series of Priority Guarantee Notes and Senior Notes due 2021 (the “Existing Notes”) and to amend iHeartCommunications’ outstanding term loans D and E (the “Existing Term Loans”), on April 20, 2017, the Issuers delivered supplements to the offering circular and consent solicitation statement to holders of Existing Notes and to the term loan confidential information memorandum to eligible lenders of Existing Term Loans. The supplements include, among other information, the financial information set forth in Exhibit 99.1 hereto. Clear Channel Outdoor Holdings, Inc. (the “Company”) is an indirect subsidiary of iHeartCommunications.
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K , including Exhibit 99.1 hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K, including Exhibit 99.1 hereto, contains forward-looking statements based on current management expectations. These forward-looking statements include all statements other than those made solely with respect to historical facts. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements, including the factors described under Item 1A. Risk Factors in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. Many of the factors that will determine the outcome of the subject matter of this Current Report on Form 8-K are beyond the Company’s ability to control or predict. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following documents are furnished herewith:
| Exhibit |
Description | |
| 99.1 | Excerpts from the supplement, dated April 20, 2017, to the amended and restated offering circular and consent solicitation statement, dated April 14, 2017, of iHeartCommunications, Inc., iHeartMedia, Inc. and CC Outdoor Holdings, Inc. and the supplement, dated April 20, 2017, to the term loan confidential information memorandum, dated March 15, 2017, of iHeartCommunications, Inc., iHeartMedia, Inc., CC Outdoor Holdings, Inc. and Broader Media, LLC. | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CLEAR CHANNEL OUTDOOR HOLDINGS, INC. | ||||||
| Date: April 20, 2017 | By: | /s/ Lauren E. Dean | ||||
| Lauren E. Dean | ||||||
| Vice President, Associate General Counsel and Assistant Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Excerpts from the supplement, dated April 20, 2017, to the amended and restated offering circular and consent solicitation statement, dated April 14, 2017, of iHeartCommunications, Inc., iHeartMedia, Inc. and CC Outdoor Holdings, Inc. and the supplement, dated April 20, 2017, to the term loan confidential information memorandum, dated March 15, 2017, of iHeartCommunications, Inc., iHeartMedia, Inc., CC Outdoor Holdings, Inc. and Broader Media, LLC. | |