UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On January 28, 2021, Clear Channel Worldwide Holdings, Inc. (“CCWH”), a subsidiary of Clear Channel Outdoor Holdings, Inc. (the “Company”), directed U.S. Bank National Association, as trustee of CCWH’s 9.25% Senior Notes due 2024 (the “Notes”), to deliver a conditional notice of redemption to the holders of the Notes to redeem $940,000,000 aggregate principal amount of the Notes outstanding. The redemption is conditioned on the successful completion of one or more debt refinancing transactions, the receipt of net proceeds from those transactions in an amount sufficient to pay the redemption prices and CCWH having not repurchased after the date of the conditional notice of redemption an aggregate principal amount of Notes equal to or greater than $940,000,000. The conditional notice of redemption may be rescinded or amended under certain circumstances.
This Current Report on Form 8-K does not constitute a notice of redemption and is qualified in its entirety by reference to the Notice.
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 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 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 or implicate future events, including with respect to any future debt refinancing transactions and the ultimate satisfaction or non-satisfaction of the conditions to the redemption, 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 Current Report on Form 8-K may not occur. 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.
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: January 28, 2021 | By: | /s/ Brian D. Coleman | ||||
| Brian D. Coleman | ||||||
| Chief Financial Officer | ||||||