Current Report Filing (8-k)
December 01 2017 - 4:31PM
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): November 29, 2017
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-32663
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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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20880 Stone Oak Pkwy
San Antonio, Texas 78258
(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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☐
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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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☐
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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).
☐ Emerging growth company
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 1.01. Entry into a Material Definitive Agreement.
Amendments to Intercompany Notes
On November 29, 2017, Clear Channel Outdoor Holdings, Inc. (the Company) and iHeartCommunications, Inc., an indirect parent of
the Company, amended (the Third Amendment) that certain Revolving Promissory Note dated November 10, 2005 (as previously amended by the first amendment entered into on December 23, 2009 and the second amendment entered into on
October 23, 2013, the iHeartCommunications Intercompany Note), between iHeartCommunications, Inc., as maker, and the Company, as payee. The Third Amendment (i) extends the maturity of the iHeartCommunications Intercompany
Note from December 15, 2017 to May 15, 2019 and (ii) amends the interest rate on the iHeartCommunications Intercompany Note to be equal to 9.3% per annum, except that if the outstanding balance due under the iHeartCommunications
Intercompany Note exceeds $1.0 billion and under certain other circumstances tied to iHeartCommunications liquidity, the interest rate will be variable but will in no event be less than 6.5% nor greater than 20%. As of the date of
the Third Amendment, the interest rate on $1.0 billion principal amount of the iHeartCommunications Intercompany Note was 9.3% per annum and the interest rate on the balance of the iHeartCommunications Intercompany Note that exceeded
$1.0 billion was 20%.
On November 29, 2017, the Company and iHeartCommunications, Inc. also amended (the Second
Amendment) that certain Revolving Promissory Note dated November 10, 2005 (as previously amended by the first amendment entered into on December 23, 2009, the CCOH Intercompany Note), between the Company, as maker, and
iHeartCommunications, Inc., as payee. The Second Amendment extends the maturity of the CCOH Intercompany Note from December 15, 2017 to May 15, 2019. As of the date of the Second Amendment, there were no amounts outstanding under
the CCOH Intercompany Note.
The iHeartCommunications Intercompany Note and the CCOH Intercompany Note represent the net amounts due to or
from the Company in connection with the
day-to-day
cash management services provided by iHeartCommunications, Inc. to the Company.
The foregoing is only a summary of the material terms of the Third Amendment and Second Amendment and does not purport to be complete, and is
qualified in its entirety by reference to the Third Amendment and Second Amendment, copies of which are attached to this Current Report on Form
8-K
as Exhibits 10.1 and 10.2, respectively, and incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit
No.
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Description
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10.1
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Third Amendment, dated November 29, 2017, to the Revolving Promissory Note dated November
10, 2005, by iHeartCommunications, Inc., as maker, and Clear Channel Outdoor Holdings, Inc., as payee (incorporated by reference to Exhibit 10.2 to iHeartCommunications, Inc.s Current Report on Form
8-K
filed
December 1, 2017).
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10.2
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Second Amendment, dated November 29, 2017, to the Revolving Promissory Note dated November
10, 2005, by Clear Channel Outdoor Holdings, Inc., as maker, and iHeartCommunications, Inc., as payee (incorporated by reference to Exhibit 10.3 to iHeartCommunications, Inc.s Current Report on Form
8-K
filed
December 1, 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: December 1, 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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2
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