UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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)
| Delaware | 001-32663 | 86-0812139 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
200 East Basse Road, Suite 100
San Antonio, Texas 78209
(Address of principal executive offices)
Registrant’s 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 Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 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 International’s 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 certainnon-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 Form8-K as Exhibit 99.2 attached hereto and is incorporated by reference herein.
In accordance with General Instruction B.2 of Form8-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.
Exhibit No. | Description | |
| 99.1 | Sections of Clear Channel International B.V.’s confidential preliminary offering circular, dated August 9, 2017 | |
| 99.2 | Press Release issued by Clear Channel Outdoor Holdings, Inc. on August 9, 2017 | |
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.
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. | ||||
Date: August 9, 2017 | By: | /s/ Lauren E. Dean | ||
Lauren E. Dean | ||||
Vice President, Associate General Counsel and Assistant Secretary | ||||
Exhibit Index
Exhibit No. | Description | |
| 99.1 | Sections of Clear Channel International B.V.’s confidential preliminary offering circular, dated August 9, 2017 | |
| 99.2 | Press Release issued by Clear Channel Outdoor Holdings, Inc. on August 9, 2017 | |