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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Clear Channel Outdoor Holdings Inc | NYSE:CCO | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.56 | 1.58 | 1.55 | 1.55 | 769,894 | 23:00:01 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code) |
Registrant’s telephone number, including area code:
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 (see General Instruction A.2. below):
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 |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company 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 8.01 | Other Events. |
On February 26, 2024, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing the commencement of a private offering (the “Private Offering”), exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), of $865,000,000 aggregate principal amount of Senior Secured Notes due 2030 (the “Notes”). The Company intends to use the net proceeds from the Private Offering to (i) prepay a portion of the borrowings outstanding under the Company’s existing senior secured term loan facility (including accrued but unpaid interest related thereto) and (ii) pay related transaction fees and expenses.
The Private Offering is part of a refinancing transaction whereby the Company intends to enter into an amendment to its existing senior secured credit facilities (including any other amendments, the “Amendment”), which is expected to extend the maturity of the Company’s term loan B facility from 2026 to 2028. The Company expects to close the Amendment concurrently with the closing of the Private Offering of the Notes. The closing of the Private Offering of the Notes is not conditioned on the closing of any amendment to the Company’s existing senior secured credit facilities.
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 neither an offer to sell nor the solicitation of an offer to buy the Notes or any other securities 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 99.1 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,” including within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include, but are not limited to, all statements other than those made solely with respect to historical facts and include, but are not limited to, statements regarding the Private Offering, the Amendment and the anticipated terms and use of proceeds of the Notes. The words “will,” “believe,” “expect,” “anticipate,” “continue,” “look forward to,” “well-positioned to,” “remains,” “further,” “estimate,” “forecast,” “goals,” “targets” and similar words and expressions are intended to identify such forward-looking statements. In addition, numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, whether or not the Private Offering or the Amendment will be consummated and the terms, size, timing and use of proceeds of the Private Offering or the Amendment, as may be applicable. Many of the factors that will determine the outcome of the subject matter of this Current Report on Form 8-K are beyond the Company’s ability to control or predict. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Item 9.01 | Financial Statements and Exhibits. |
Exhibit |
Description | |
99.1 | Press Release issued by Clear Channel Outdoor Holdings, Inc. on February 26, 2024 | |
104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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 26, 2024 | By: | /s/ Lynn A. Feldman | ||||
Lynn A. Feldman | ||||||
Executive Vice President, Chief Legal Officer and Corporate Secretary |
Exhibit 99.1
Clear Channel Outdoor Holdings, Inc. Announces Proposed Private Offering of Senior Secured Notes
San Antonio, TX, February 26, 2024 Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the Company) announced today that it will offer, subject to market and customary conditions, $865,000,000 aggregate principal amount of Senior Secured Notes due 2030 (the Notes) in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the Securities Act).
The Notes will be guaranteed on a senior secured basis by certain of the Companys wholly owned domestic subsidiaries (the Guarantors). The Notes and the related guarantees will be secured, subject to permitted liens and certain other exceptions, on a first-priority basis by security interests in all of the Companys and the Guarantors assets securing the Companys existing senior secured credit facilities and existing senior secured notes (other than accounts receivable and related assets securing the Companys existing receivables-based credit facility (the Receivables Facility)) and, on a second-priority basis, by accounts receivable and related assets securing the Receivables Facility.
The offering of the Notes is part of a refinancing transaction whereby the Company intends to enter into an amendment to its existing senior secured credit facilities, which is expected to extend the maturity of the Companys term loan B facility from 2026 to 2028, among other amendments. The Company expects to close this transaction concurrently with the closing of the offering of the Notes. The closing of the offering of the Notes is not conditioned on the closing of any amendment to the Companys existing senior secured credit facilities.
The Company intends to use the proceeds from the Notes to (i) prepay a portion of the borrowings outstanding under the Companys existing senior secured term loan facility (including accrued but unpaid interest related thereto) and (ii) pay related transaction fees and expenses.
The Notes and related guarantees will be offered only to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act and, to persons outside of the United States, in compliance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or the securities laws of any state or other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities and foreign securities laws.
This press release is for informational purposes only and shall not constitute an offer to sell nor the solicitation of an offer to buy the Notes or any other securities. The offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
While the Company plans to present at J.P. Morgans 2024 Global High Yield & Leveraged Finance Conference on February 27, 2024, in light of the offering of the Notes, the Company no longer plans to make available on its investor website a live audio webcast or a replay of its presentation.
About Clear Channel Outdoor Holdings
The Company is at the forefront of driving innovation in the out-of-home advertising industry. The Companys dynamic advertising platform is broadening the pool of advertisers using its medium through the expansion of digital billboards and displays and the integration of data analytics and programmatic capabilities that deliver measurable campaigns that are simpler to buy. By leveraging the scale, reach and flexibility of its diverse portfolio of assets, the Company connects advertisers with millions of consumers every month across more than 330,000 print and digital displays in 19 countries, excluding countries held for sale.
For further information, please contact:
Eileen McLaughlin
Vice President - Investor Relations
(646) 355-2399
InvestorRelations@clearchannel.com
Cautionary Statement Concerning Forward-Looking Statements
Certain statements in this release constitute forward-looking statements, including within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include, but are not limited to, all statements other than those made solely with respect to historical facts and include, but are not limited to, statements regarding the offering and the anticipated terms and use of proceeds of the Notes. The words will, believe, expect, anticipate, continue, look forward to, well-positioned to, remains, further, estimate, forecast, goals, targets and similar words and expressions are intended to identify such forward-looking statements. In addition, numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, whether or not the offering will be consummated and the terms, size, timing and use of proceeds of the offering of the Notes as well as any amendment to the Companys existing senior secured credit facilities. Many of the factors that will determine the outcome of the subject matter of this press release are beyond the Companys ability to control or predict. The Company undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
2
Document and Entity Information |
Feb. 26, 2024 |
---|---|
Cover [Abstract] | |
Amendment Flag | false |
Entity Central Index Key | 0001334978 |
Document Type | 8-K |
Document Period End Date | Feb. 26, 2024 |
Entity Registrant Name | CLEAR CHANNEL OUTDOOR HOLDINGS, INC. |
Entity Incorporation State Country Code | DE |
Entity File Number | 001-32663 |
Entity Tax Identification Number | 88-0318078 |
Entity Address, Address Line One | 4830 North Loop 1604W |
Entity Address, Address Line Two | Suite 111 |
Entity Address, City or Town | San Antonio |
Entity Address, State or Province | TX |
Entity Address, Postal Zip Code | 78249 |
City Area Code | (210) |
Local Phone Number | 547-8800 |
Written Communications | false |
Soliciting Material | false |
Pre Commencement Tender Offer | false |
Pre Commencement Issuer Tender Offer | false |
Security 12b Title | Common Stock, $0.01 par value per share |
Trading Symbol | CCO |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |
1 Year Clear Channel Outdoor Chart |
1 Month Clear Channel Outdoor Chart |
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