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): February 1, 2021
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.) |
4830 North Loop 1604W, Suite 111
San Antonio, Texas 78249
(Address of principal executive offices)
Registrant’s telephone number, including area code: (210) 547-8800
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Common Stock Preferred Stock Purchase Rights | “CCO” | New York Stock Exchange New York Stock Exchange |
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 2.02 | Results of Operations and Financial Condition. |
To the extent the information in Item 7.01 or Exhibit 99.1 relates to a completed fiscal period, such information is incorporated by reference into this Item 2.02.
| Item 7.01 | Regulation FD Disclosure. |
On February 1, 2021, Clear Channel Outdoor Holdings, Inc. (the “Company”) distributed a confidential preliminary offering memorandum dated February 1, 2021 (the “Offering Memorandum”) relating to the private offering (the “Private Offering”) exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) of $1,000,000,000 aggregate principal amount of Senior Notes due 2028 (the “Notes”).
The Company is furnishing herewith, and incorporating by reference herein, as Exhibit 99.1 attached hereto, the following sections of the Offering Memorandum:
| • | “Offering Memorandum Summary—Impact of the COVID-19 Pandemic” |
| • | “Offering Memorandum Summary—Recent Developments” |
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this report, including Exhibit 99.1, 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
Recast Historical Financial Information
The Company changed its presentation of segment information during the first quarter of 2020 to reflect changes in the way the business is managed and resources are allocated by the Company’s chief operating decision maker. Effective January 1, 2020, the Company has two reportable business segments: Americas, which consists of operations primarily in the United States, and Europe, which consists of operations in Europe and Singapore.
The Company is filing the attached Exhibit 99.2 to recast certain financial information for 2018 and 2019 for comparability. The Company provided the information in Exhibit 99.2 to investors in connection with the Private Offering described above.
Private Offering
On February 1, 2021, the Company issued a press release announcing the commencement of the Private Offering. The Company intends to use the net proceeds from the Private Offering, together with cash on hand, to (i) cause Clear Channel Worldwide Holdings, Inc., a subsidiary of the Company, to redeem $940 million aggregate principal amount of its 9.25% Senior Notes due 2024 and (ii) pay related transaction fees and expenses.
The Notes will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This Current Report on Form 8-K is not a notice of redemption and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.
A copy of the press release announcing the Private Offering is attached hereto as Exhibit 99.3 and is incorporated by reference herein.
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this Current Report on Form 8-K 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 actual results to be materially different from any future results expressed or implied by such forward-looking statements. Any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about the Company’s expected financial results and the Private Offering, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks,
1
uncertainties and other factors, some of which are beyond our control and are difficult to predict. Risks and uncertainties include whether or not the Private Offering will be consummated and the terms, size, timing and use of proceeds of the Private Offering and the factors set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 and the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020. You are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Sections of Clear Channel Outdoor Holdings, Inc.’s confidential preliminary offering memorandum, dated February 1, 2021 | |
| 99.2 | Recast financial information. | |
| 99.3 | Press Release issued by Clear Channel Outdoor Holdings, Inc. on February 1, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |
2
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: February 1, 2021 | By: | /s/ Brian D. Coleman | ||||
| Brian D. Coleman | ||||||
| Chief Financial Officer | ||||||