SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions
Published on February 12, 2010
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UNITED
STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
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OMB APPROVAL
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OMB Number:3235-0145
Expires: February 28, 2009
Estimated average burden
hours per response… 10.4
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SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 2)1/
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CLEAR
CHANNEL OUTDOOR HOLDINGS, INC.
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(Name of
Issuer)
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CLASS
A COMMON STOCK, $0.01 PAR VALUE
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(Title of
Class of Securities)
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18451C109
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(CUSIP
Number)
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December
31, 2009
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(Date
of Event which Requires Filing of this
Statement)
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Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[
] Rule
13d-1(b)
[x] Rule
13d-1(c)
[
] Rule
13d-1(d)
| 1/The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. Beneficial ownership information contained herein is given as of the date listed above. |
| The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). |
CUSIP No.
18451C109
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1
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Names
of Reporting Persons.
I.R.S.
Identification Nos. of above persons (entities only)
Abrams
Capital Partners II, L.P.
Abrams
Capital, LLC
Pamet
Capital Management, LLC
Pamet
Capital Management, L.P.
David
Abrams
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2
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a) [
]
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(b) [
]
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3
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SEC
Use Only
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4
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Citizenship
or Place of Organization.
Abrams
Capital Partners II, L.P. – Delaware
Abrams
Capital, LLC – Delaware
Pamet
Capital Management, LLC -- Delaware
Pamet
Capital Management, L.P. -- Delaware
David
Abrams -- United States
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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5 Sole
Voting Power
Abrams Capital Partners II,
L.P. – 0 shares
Abrams Capital, LLC – 0
shares
Pamet Capital Management, LLC – 0
shares
Pamet Capital Management, L.P. –
0 shares
David
Abrams – 0 shares
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6 Shared
Voting Power
Abrams Capital Partners II, L.P.
– 2,603,670 shares
Abrams Capital, LLC – 3,114,660
shares
Pamet Capital Management, LLC –
3,317,090 shares
Pamet Capital Management, L.P. –
3,317,090 shares
David Abrams – 3,317,090
shares
Refer
to Item 4 below.
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7 Sole
Dispositive Power
Abrams Capital Partners II,
L.P. – 0 shares
Abrams Capital, LLC – 0
shares
Pamet Capital Management, LLC – 0
shares
Pamet Capital Management, L.P. –
0 shares
David
Abrams – 0 shares
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CUSIP No.
18451C109
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8 Shared
Dispositive Power
Abrams Capital Partners II, L.P.
– 2,603,670 shares
Abrams Capital, LLC – 3,114,660
shares
Pamet Capital Management, LLC –
3,317,090 shares
Pamet Capital Management, L.P. –
3,317,090 shares
David Abrams – 3,317,090
shares
Refer
to Item 4 below.
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9
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Aggregate
Amount Beneficially Owned by Each Reporting Person
Abrams Capital Partners II, L.P.
– 2,603,670 shares
Abrams Capital, LLC – 3,114,660
shares
Pamet Capital Management, LLC –
3,317,090 shares
Pamet Capital Management, L.P. –
3,317,090 shares
David Abrams – 3,317,090
shares
Refer
to Item 4 below.
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10
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Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) [ ]
Not
applicable.
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11
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Percent
of Class Represented by Amount in Row (9)
Abrams Capital Partners II, L.P.
– 6.4%
Abrams Capital, LLC –
7.7%
Pamet Capital Management, LLC –
8.2%
Pamet Capital Management, L.P. –
8.2%
David Abrams – 8.2%
Refer
to Item 4 below.
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12
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Type
of Reporting Person (See Instructions)
Abrams
Capital Partners II, L.P. – OO (Limited Partnership)
Abrams
Capital, LLC – OO (Limited Liability Company)
Pamet
Capital Management, LLC – OO (Limited Liability
Company)
Pamet
Capital Management, L.P. – OO (Limited
Partnership)
David
Abrams – IN
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CUSIP
NO.
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18451C109
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Item 1.
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(a)
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Name
of Issuer
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Clear
Channel Outdoor Holdings, Inc.
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(b)
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Address
of Issuer's Principal Executive Offices
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200
East Basse Road, San Antonio, Texas
78209
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Item 2.
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(a)
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Name
of Person Filing
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Abrams
Capital Partners II, L.P.
Abrams
Capital, LLC
Pamet
Capital Management, LLC
Pamet
Capital Management, L.P.
David
Abrams
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(b)
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Address
of Principal Business Office or, if none, Residence
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Abrams
Capital Partners II, L.P.
Abrams
Capital, LLC
Pamet
Capital Management, LLC
Pamet
Capital Management, L.P.
David
Abrams
c/o
Pamet Capital Management, L.P.
222
Berkeley Street, 22nd Floor
Boston,
MA 02116
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(c)
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Citizenship
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Abrams
Capital Partners II, L.P. - Delaware
Abrams
Capital, LLC - Delaware
Pamet
Capital Management, LLC - Delaware
Pamet
Capital Management, L.P. - Delaware
David
Abrams - United States
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(d)
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Title
of Class of Securities
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Class
A Common Stock, par value $0.01
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(e)
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CUSIP
Number
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18451C109
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Item 3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is
a:
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(a)
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[
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Broker
or dealer registered under section 15 of the Act (15 U.S.C.
78o).
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(b)
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[
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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CUSIP
NO.
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18451C109
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(c)
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[
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Insurance
Company as defined in Section 3(a)(19) of the Act
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(d)
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[
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Investment
company registered under section 8 of the Investment Company Act of 1940
(15 U.S.C 80a-8).
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(e)
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[
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An
investment adviser in accordance with
§240.13d-1(b)(1)(ii)(E);
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(f)
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[
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An
employee benefit plan or endowment fund in accordance with
§240.13d-1(b)(1)(ii)(F);
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(g)
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[
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A
parent holding company or control person in accordance with §
240.13d-1(b)(1)(ii)(G);
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(h)
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[
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A
savings associations as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C. 1813);
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(i)
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[
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A
church plan that is excluded from the definition of an investment company
under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C.
80a-3);
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(j)
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[
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A
non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);Group, in
accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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[
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Group,
in accordance with
§240.13d-1(b)(1)(ii)(K).
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If filing
as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please
specify the type of institution
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Item 4.
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Ownership**
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Provide the following information
regarding the aggregate number and percentage of the class of securities of the
issuer identified in Item 1.
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(a)
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Amount
Beneficially Owned**
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Abrams Capital Partners II, L.P.
– 2,603,670 shares
Abrams Capital, LLC – 3,114,660
shares
Pamet Capital Management, LLC –
3,317,090 shares
Pamet Capital Management, L.P. –
3,317,090 shares
David Abrams – 3,317,090
shares
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(b)
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Percent
of Class
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Abrams Capital Partners II, L.P.
– 6.4%
Abrams Capital, LLC –
7.7%
Pamet Capital Management, LLC –
8.2%
Pamet Capital Management, L.P. –
8.2%
David Abrams – 8.2%
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(c)
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Number
of shares as to which such person has:
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(i)
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sole
power to vote or to direct the
vote
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CUSIP
NO.
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18451C109
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Abrams
Capital Partners II, L.P. – 0 shares
Abrams
Capital, LLC – 0 shares
Pamet
Capital Management, LLC – 0 shares
Pamet
Capital Management, L.P. – 0 shares
David
Abrams – 0 shares
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(ii)
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shared
power to vote or to direct the vote
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Abrams Capital Partners II, L.P.
– 2,603,670 shares
Abrams Capital, LLC – 3,114,660
shares
Pamet Capital Management, LLC –
3,317,090 shares
Pamet Capital Management, L.P. –
3,317,090 shares
David Abrams – 3,317,090
shares
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(iii)
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sole
power to dispose or to direct the disposition of
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Abrams
Capital Partners II, L.P. – 0 shares
Abrams
Capital, LLC – 0 shares
Pamet
Capital Management, LLC – 0 shares
Pamet
Capital Management, L.P. – 0 shares
David
Abrams – 0 shares
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(iv)
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shared
power to dispose or to direct the disposition of
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Abrams Capital Partners II, L.P.
– 2,603,670 shares
Abrams Capital, LLC – 3,114,660
shares
Pamet Capital Management, LLC –
3,317,090 shares
Pamet Capital Management, L.P. –
3,317,090 shares
David Abrams – 3,317,090
shares
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** Shares
reported herein for Abrams Capital Partners II, L.P. (“ACP II”) represent shares
beneficially owned by ACP II. Shares reported herein for Abrams
Capital, LLC (“Abrams Capital”) represent shares beneficially owned by ACP II
and other private investment funds for which Abrams Capital serves as general
partner. Shares reported herein for Pamet Capital Management, L.P.
(“Pamet LP”) and Pamet Capital Management, LLC (“Pamet LLC”) represent the
above-referenced shares beneficially owned by Abrams Capital and shares
beneficially owned by another private investment fund for which Pamet LP serves
as investment manager. Pamet LLC is the general partner of Pamet
LP. Shares reported herein for Mr. Abrams represent the above
referenced shares reported for Abrams Capital and Pamet LLC. Mr.
Abrams is the managing member of Abrams Capital and Pamet LLC. Each
of the Reporting Persons disclaims beneficial ownership of the shares reported
herein except to the extent of its or his pecuniary interest
therein.
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Item 5.
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Ownership
of Five Percent or Less of a Class
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If this statement is being filed to
report the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than five percent of the class of securities, check
the following [ ].
Not
applicable.
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CUSIP
NO.
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18451C109
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Item 6.
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Ownership
of More than Five Percent on Behalf of Another
Person
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Not
applicable.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
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Not
applicable.
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Item 8.
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Identification
and Classification of Members of the
Group
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Not
applicable.
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Item 9.
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Notice
of Dissolution of Group
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Not
applicable.
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Item 10.
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Certification
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By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
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CUSIP
NO.
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18451C109
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SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this Statement is true, complete and correct.
Date: February
12, 2010
ABRAMS
CAPITAL PARTNERS II, L.P.
By:
Abrams Capital, LLC,
its
General Partner
By: /s/ David Abrams
David
Abrams, Managing Member
ABRAMS
CAPITAL, LLC
By: /s/ David Abrams
David
Abrams, Managing Member
PAMET
CAPITAL MANAGEMENT, LLC
By: /s/ David Abrams
David
Abrams, Managing Member
PAMET
CAPITAL MANAGEMENT, L.P.
By: Pamet
Capital Management, LLC,
its
General Partner
By: /s/ David Abrams
David
Abrams, Managing Member
DAVID
ABRAMS
By: /s/ David Abrams
David
Abrams, individually
Exhibit
1
JOINT
FILING AGREEMENT
This Joint Filing Agreement, dated as
of September 14, 2009, is by and among Abrams Capital Partners II, L.P.,
Abrams Capital, LLC, Pamet Capital Management, LLC, Pamet Capital Management,
L.P. and David Abrams (collectively, the "Filers").
Each of the Filers may be required to
file with the United States Securities and Exchange Commission a statement on
Schedule 13G and/or 13D with respect to shares of Class A Common Stock, par
value $0.01, of Clear Channel Outdoor Holdings, Inc. beneficially owned by them
from time to time.
Pursuant to and in accordance with Rule
13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended,
the Filers hereby agree to file a single statement on Schedule 13G and/or 13D
(and any amendments thereto) on behalf of each of such parties, and hereby
further agree to file this Joint Filing Agreement as an exhibit to such
statement, as required by such rule.
This Joint Filing Agreement may be
terminated by any of the Filers upon one week's prior written notice (or such
lesser period of notice as the Filers may mutually agree) to the other
party.
Executed and delivered as of the date
first above written.
ABRAMS
CAPITAL PARTNERS II, L.P.
By:
Abrams Capital, LLC,
its
General Partner
By: /s/ David Abrams
David
Abrams, Managing Member
ABRAMS
CAPITAL, LLC
By: /s/ David Abrams
David
Abrams, Managing Member
PAMET
CAPITAL MANAGEMENT, LLC
By: /s/ David Abrams
David
Abrams, Managing Member
PAMET
CAPITAL MANAGEMENT, L.P.
By: Pamet
Capital Management, LLC,
its
General Partner
By: /s/ David Abrams
David
Abrams, Managing Member
DAVID
ABRAMS
By: /s/ David Abrams
David
Abrams, individually