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Item 7.01
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Regulation FD Disclosure.
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On July 22, 2019, the Company issued a press release announcing that it had commenced a public offering of its common stock (the “Offering”). A
copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.
The Company currently intends to use the net
proceeds of the Offering, together with cash on hand, to redeem approximately $406 million aggregate principal amount of the 9.25% Senior Subordinated Notes due 2024 (the “CCWH Notes”) of Clear Channel Worldwide Holdings, Inc., a
subsidiary of the Company, on August 22, 2019. The amount of the CCWH Notes expected to be redeemed is based on the expected size of the Offering. The redemption is conditioned on the closing of the Offering and the receipt by the Company of
proceeds from the Offering in an amount sufficient to pay the redemption price. The conditional notice of redemption to be delivered to holders of the CCWH Notes may be rescinded or amended if necessary. This Current Report on Form 8-K does not
constitute a notice of redemption and is qualified in its entirety by reference to the conditional notice of redemption to be delivered pursuant to the indenture that governs the CCWH Notes. If the underwriters for the Offering exercise their option
to purchase additional shares in full, the Company intends to use the net proceeds to redeem an additional approximately $41 million of CCWH Notes and approximately $20 million of the 8.75% Senior Notes due 2020 of Clear Channel
International B.V., a subsidiary of the Company.
The information in Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this
Item 7.01.
In accordance with General Instruction B.2 of Form
8-K,
the information in this Current Report on Form
8-K,
including the exhibits hereto, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (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, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements in this Current Report on Form
8-K
and the Exhibits attached hereto constitute
“forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results,
performance or achievements of Clear Channel Outdoor Holdings, Inc. to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases “guidance,”
“believe,” “expect,” “anticipate,” “estimates,” “preliminary,” “forecast” and similar words or expressions are intended to identify such forward-looking statements. In addition, any
statements that refer to expectations or other characterizations of future events or circumstances, such as statements about our expected financial results, our business plans, strategies and initiatives, our expectations regarding the completion
and timing of the public offering and our expectations with respect to the conditional redemption of notes, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and
other factors, some of which are beyond our control and are difficult to predict. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this Current Report on Form
8-K.
Key risks are described in the
Company’s reports filed with the U.S. Securities and Exchange Commission, including the section entitled “Item 1A. Risk Factors” of Clear Channel Outdoor Holdings, Inc.’s Annual Reports on Form
10-K
and Quarterly Reports on Form
10-Q
and the preliminary prospectus supplement for the Offering. Except as otherwise stated in this Current Report on Form
8-K,
the Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.