Current Report Filing (8-k)
February 23 2017 - 8:13AM
Edgar (US Regulatory)
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): February 23, 2017
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32663
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86-0812139
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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200 East Basse Road, Suite 100
San Antonio, Texas 78209
(Address of principal executive offices)
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Item 2.02
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Results of Operations and Financial Condition
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On February 23, 2017, Clear Channel
Outdoor Holdings, Inc. (the Company) issued a press release announcing its financial results for the quarter and year ended December 31, 2016. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated
herein by reference.
In accordance with General Instruction B.2 of Form
8-K,
the information
under this Item 2.02, including Exhibit 99.1, shall not be deemed filed for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1,
be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 7.01
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Regulation FD Disclosure
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Pursuant to Section 4.03 of the Indenture, dated as of
December 16, 2015, among Clear Channel International B.V. (CCI BV), the guarantors party thereto, and U.S. Bank National Association, as trustee (the Trustee), paying agent, registrar, authentication agent and transfer
agent (the Indenture), CCI BV, an indirect, wholly-owned subsidiary of the Company, agreed to furnish to the holders of its 8.75% senior notes due 2020 and the Trustee audited consolidated financial statements of CCI BV and its
subsidiaries prepared in accordance with GAAP (the Consolidated Financial Statements), including a Managements Discussion and Analysis of Financial Condition and Results of Operations (the MD&A). The Consolidated
Financial Statements and the MD&A are furnished herewith as Exhibit 99.2 and are incorporated herein by reference.
In accordance with
General Instruction B.2 of Form
8-K,
the information under this Item 7.01, including Exhibit 99.2, shall not be deemed filed for the purposes of Section 18 of the Exchange Act or otherwise
subject to the liabilities of that section, nor shall such information, including Exhibit 99.2, be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by
specific reference in such filing.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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Exhibit
No.
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Description
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99.1
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Press Release issued by Clear Channel Outdoor Holdings, Inc. on February 23, 2017
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99.2
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Audited Consolidated Financial Statements as of and for the year ended December 31, 2016 of Clear Channel International B.V. and Managements Discussion and Analysis of Financial Condition and Results of
Operations
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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.
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CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
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Date: February 23, 2017
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By:
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/s/ Scott D. Hamilton
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Scott D. Hamilton
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Senior Vice President, Chief Accounting Officer and
Assistant Secretary
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Exhibit Index
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Exhibit
No.
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Description
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99.1
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Press Release issued by Clear Channel Outdoor Holdings, Inc. on February 23, 2017
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99.2
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Audited Consolidated Financial Statements as of and for the year ended December 31, 2016 of Clear Channel International B.V. and Managements Discussion and Analysis of Financial Condition and Results of
Operations
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