Current Report Filing (8-k)
April 13 2018 - 5:15PM
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): April 13, 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 Parkway
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. ☐
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 99.1 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 99.1, 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 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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: April 13, 2018
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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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Audited Consolidated Financial Statements as of and for the year ended December 31, 2017 of Clear Channel International B.V. and Managements Discussion and Analysis of Financial Condition and Results of
Operations
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