Current Report Filing (8-k)
August 09 2017 - 8:04AM
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): August 9, 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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Indicate by check mark whether the registrant is an emerging growth company as
defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of
this chapter).
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected
not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On August 9, 2017, Clear Channel International B.V. (Clear Channel International), an indirect wholly-owned subsidiary of
Clear Channel Outdoor Holdings, Inc. (the Company), distributed a confidential preliminary offering circular dated August 9, 2017 (the Offering Circular) relating to the proposed offering (the Proposed
Offering) of an additional $125.0 million aggregate principal amount of Clear Channel Internationals 8.75% Senior Notes due 2020 to be offered and sold only to qualified institutional buyers in an unregistered offering in reliance
on Rule 144A under the Securities Act of 1933, as amended (the Securities Act), and to certain
non-U.S.
persons in transactions outside the United States in reliance on Regulation S under the
Securities Act.
The Company is furnishing herewith, and incorporating by reference herein, as Exhibit 99.1 attached hereto, certain
information excerpted from the Offering Circular.
In addition, on August 9, 2017, the Company issued a press release announcing the
launch of the Proposed Offering. A copy of the press release is filed with this Current Report on Form
8-K
as Exhibit 99.2 attached hereto and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form
8-K,
the information in this report, including
Exhibits 99.1 and 99.2, shall not be deemed filed for the purposes of Section 18 of the Exchange Act of 1934, as amended (the Exchange Act) or otherwise subject to the liabilities of that section, nor shall such
information, including Exhibits 99.1 and 99.2, be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
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Exhibit No.
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Description
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99.1
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Sections of Clear Channel International B.V.s confidential preliminary offering circular, dated August 9, 2017
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99.2
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Press Release issued by Clear Channel Outdoor Holdings, Inc. on August 9, 2017
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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: August 9, 2017
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By:
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/s/ Lauren E. Dean
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Lauren E. Dean
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Vice President, Associate General Counsel 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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Sections of Clear Channel International B.V.s confidential preliminary offering circular, dated August 9, 2017
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99.2
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Press Release issued by Clear Channel Outdoor Holdings, Inc. on August 9, 2017
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