Current Report Filing (8-k)
January 08 2018 - 7:05AM
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): January 5, 2018
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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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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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. ☐
On January 5, 2018, (i) Clear Channel Outdoor Holdings, Inc. (the
Company) notified its parent company, iHeartCommunications, Inc. (iHeartCommunications), that on January 24, 2018, it intends to demand (the Demand) repayment of $30.0 million outstanding under the
Revolving Promissory Note, dated as of November 10, 2005, between iHeartCommunications, as maker, and the Company, as payee (as amended by the first amendment dated as of December 23, 2009, the second amendment dated as of October 23,
2013 and the third amendment dated as of November 29, 2017), and (ii) the Board of Directors of the Company declared a special cash dividend payable on January 24, 2018 to Class A and Class B stockholders of record at the
closing of business on January 19, 2018, in an aggregate amount equal to $30.0 million, using proceeds of the Demand. iHeartCommunications will be entitled to receive approximately 89.5%, or approximately $26.85 million, of the
proceeds of the dividend through its wholly-owned subsidiaries. The remaining approximately 10.5% of the proceeds of the dividend, or approximately $3.15 million, will be paid to the public stockholders of the Company.
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:
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January 8, 2018
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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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