false 0001334978 0001334978 2024-10-28 2024-10-28

 

 

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): October 28, 2024

 

 

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32663   88-0318078

(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, $0.01 par value per share   CCO   New York Stock 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 7.01

Regulation FD Disclosure.

On October 28, 2024, Clear Channel Outdoor Holdings, Inc. (the “Company”) issued a press release announcing that a subsidiary of JCDecaux SE has terminated the previously announced agreement to acquire the Company’s business in Spain. A copy of the press release is furnished herewith as Exhibit 99.1 and is 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 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.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit

No.

   Description
99.1    Press release issued by Clear Channel Outdoor Holdings, Inc. on October 28, 2024
104    Cover Page Interactive Data File (formatted as inline XBRL)

 

1


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: October 28, 2024     By:  

/s/ Lynn A. Feldman

      Lynn A. Feldman
      Executive Vice President, Chief Legal Officer and Corporate Secretary

Exhibit 99.1

 

LOGO

Clear Channel Outdoor Holdings, Inc. Announces Termination of Agreement to Sell its Business in Spain to a Subsidiary of JCDecaux Following Regulatory Review

SAN ANTONIO, TX, October 28, 2024 – Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the “Company”) today announced that a subsidiary of JCDecaux SE has terminated the previously announced agreement to acquire the Company’s business in Spain after deciding to withdraw its regulatory filing with the Spanish National Markets and Competition Commission (the “CNMC”) in light of the commitments required by the CNMC. The Company will continue operating its business in Spain and remains focused on executing its strategic priorities in its America and Airports segments.

“We at Clear Channel respect the regulatory process and have fully complied with requests from the CNMC, acting in good faith to enable JCDecaux to receive approval and complete the transaction,” said Scott Wells, Chief Executive Officer of Clear Channel Outdoor. “Over the course of the seventeen-month period since the agreement was announced, our business in Spain has performed well despite the distractions inherent in a sales process. With this development, we will continue to operate our assets in Spain and serve our customers. We will not change our focus on delivering our strategic plan, including the Europe-North and Latin American sales processes, and we remain committed to our ultimate goals of organically growing cash flow and reducing leverage on our balance sheet.”

Wells continued, “I would like to express my gratitude to all our European teams for their hard work through this process, and especially to our colleagues in Spain for their focus and dedication as they drove strong business results against the backdrop of this regulatory review.”

About Clear Channel Outdoor Holdings

Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) is at the forefront of driving innovation in the out-of-home advertising industry. Our dynamic advertising platform is broadening the pool of advertisers using our 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 our diverse portfolio of assets, we connect advertisers with millions of consumers every month.

For further information, please contact:

Press:

FGS Global

Jared Levy/Stephen Pettibone/Hayley Cook

212-687-8080

ClearChannel@fgsglobal.com


Investors:

Eileen McLaughlin

Vice President - Investor Relations

(646) 355-2399

InvestorRelations@clearchannel.com

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “would,” “estimate,” “forecast,” “goals,” “potential,” “targets” and similar words and expressions are intended to identify such forward-looking statements. Any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about our strategies with respect to our business plans and strategies; our cash flows, liquidity and balance sheet; the sales processes of our European-North and Latin American businesses; expectations with respect to our business in Spain; and our expectations with respect to our America and Airports segments 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.

Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this press release include, but are not limited to: continued economic uncertainty, an economic slowdown or a recession; our ability to service our debt obligations and to fund our operations, business strategy and capital expenditures; the impact of our substantial indebtedness, including the effect of our leverage on our financial position and earnings; the difficulty, cost and time required to implement our strategy, including optimizing our portfolio, and the fact that we may not realize the anticipated benefits therefrom; our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords; competition; the impact of the processes to sell our businesses comprising our Europe-North segment and our businesses in Latin America; the impact of the recent dispositions of the businesses in our Europe-South segment, as well as other strategic transactions or acquisitions; risks of doing business in foreign countries; fluctuations in exchange rates and currency values; volatility of our stock price; our dependence on our management team and other key individuals; and certain other factors set forth in our filings with the SEC. 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 press release. Other key risks are described in the section entitled “Item 1A. Risk Factors” of the Company’s reports filed with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

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Entity Registrant Name CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
Entity Incorporation State Country Code DE
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Entity Tax Identification Number 88-0318078
Entity Address, Address Line One 4830 North Loop 1604W
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