UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

Clear Channel Outdoor Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

18453H106

(CUSIP Number)

Arturo R. Moreno

c/o Moreno Companies, LLC

4455 E. Camelback Road, Suite C140

Phoenix, Arizona 85018

(602) 667-9500

William A. Pope

c/o SunChase Investments LLC

5665 N. Scottsdale Road, Suite 135

Scottsdale, Arizona 85250

480-398-2626

Ernest C. Garcia II

c/o Verde Investments, Inc.

100 Crescent Court, Suite 1100

Dallas, Texas 75201

(469) 564-4800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 24, 2023

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

 

*	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 disclosures provided in a prior cover page.

The information required on 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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

CUSIP No. 18453H106

 

1.		Names of Reporting Persons     Arturo R. Moreno
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     PF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization     United States of America

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     20,224,370
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     20,224,370
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     20,224,370
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     4.2%(1)
14.		Type of Reporting Person (See Instructions)     IN

 

(1)	Based on 482,914,158 shares of Common Stock outstanding as of August 3, 2023.

CUSIP No. 18453H106

 

1.		Names of Reporting Persons     SunChase Investments LLC
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization     Delaware

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     6,325,335
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     6,325,335
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     6,325,335
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     1.3%(1)
14.		Type of Reporting Person (See Instructions)     OO

 

(1)	Based on 482,914,158 shares of Common Stock outstanding as of August 3, 2023.

CUSIP No. 18453H106

 

1.		Names of Reporting Persons     William A. Pope
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization     United States of America

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     6,325,335 (1)
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     6,325,335 (1)
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     6,325,335 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     1.3%(2)
14.		Type of Reporting Person (See Instructions)     IN

 

(1)

Beneficial ownership of the shares of Common Stock, $0.01 par value per share (the “Common Stock”) of Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Issuer”), owned by SunChase Investments LLC (“SunChase”) is also attributable to Mr. Pope as the sole member responsible for directing management of SunChase and is therefore reported by more than one reporting person pursuant to Rule 13d-3 under the Act.

(2)	Based on 482,914,158 shares of Common Stock outstanding as of August 3, 2023.

CUSIP No. 18453H106

 

1.		Names of Reporting Persons     Verde Investments, Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization     Arizona

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     5,110,398
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     5,110,398
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     5,110,398
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     1.1%(1)
14.		Type of Reporting Person (See Instructions)     CO

 

(1)	Based on 482,914,158 shares of Common Stock outstanding as of August 3, 2023.

CUSIP No. 18453H106

 

1.		Names of Reporting Persons     Ernest C. Garcia II
2.		Check the Appropriate Box if a Member of a Group (See Instructions)   (a)  ☐        (b)  ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)     AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
6.		Citizenship or Place of Organization     United States of America

Number of Shares  Beneficially  Owned by Each Reporting Person With				7.		Sole Voting Power     5,110,398 (1)
				8.		Shared Voting Power     0
				9.		Sole Dispositive Power     5,110,398 (1)
				10.		Shared Dispositive Power     0

11.		Aggregate Amount Beneficially Owned by Each Reporting Person     5,110,398 (1)
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     ☐
13.		Percent of Class Represented by Amount in Row (11)     1.1%(2)
14.		Type of Reporting Person (See Instructions)     IN

 

(1)	Beneficial ownership of the shares of Common Stock of the Issuer owned by Verde Investments, Inc. (“Verde”) is also attributable to Mr. Garcia as the sole shareholder and director of Verde and is therefore reported by more than one reporting person pursuant to Rule 13d-3 under the Act.

(2)	Based on 482,914,158 shares of Common Stock outstanding as of August 3, 2023.

EXPLANATORY NOTE

This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D is filed jointly by Mr. Moreno, SunChase, Mr. Pope, Verde and Mr. Garcia (together, the “Reporting Persons,” and each, a “Reporting Person”) with respect to the Issuer’s Common Stock, pursuant to their Joint Filing Agreement dated as of July 26, 2023 (the “Joint Filing Agreement”), filed as an exhibit to the Schedule 13D originally filed on behalf of the Reporting Persons with the United States Securities and Exchange Commission (the “SEC”) on July 26, 2023 (the “Original Schedule 13D”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported in the Original Schedule 13D.

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Original Schedule 13D is hereby amended and supplemented to include the following information:

The responses to Item 5 hereof are incorporated herein by reference.

On July 26, 2023, Mr. Moreno purchased 200,000 shares of Common Stock in open market transactions for an aggregate purchase price of $283,990.92, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 3, 2023, Mr. Moreno purchased 100,000 shares of Common Stock in open market transactions for an aggregate purchase price of $164,957.47, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 7, 2023, Mr. Moreno purchased 250,000 shares of Common Stock in open market transactions for an aggregate purchase price of $406,100.58, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 8, 2023, Mr. Moreno purchased 50,000 shares of Common Stock in open market transactions for an aggregate purchase price of $78,421.12, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 9, 2023, SunChase purchased 292,785 shares of Common Stock in open market transactions for an aggregate purchase price of $449,268.65, including brokerage commissions. Funding for the purchases of the Common Stock was from SunChase’s working capital.

On August 10, 2023, Mr. Moreno purchased 200,000 shares of Common Stock in open market transactions for an aggregate purchase price of $306,230.93, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 10, 2023, SunChase purchased 265,000 shares of Common Stock in open market transactions for an aggregate purchase price of $399,280.69, including brokerage commissions. Funding for the purchases of the Common Stock was from SunChase’s working capital.

On August 11, 2023, Mr. Moreno purchased 250,000 shares of Common Stock in open market transactions for an aggregate purchase price of $385,400.09, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 11, 2023, SunChase purchased 111,000 shares of Common Stock in open market transactions for an aggregate purchase price of $167,283.18, including brokerage commissions. Funding for the purchases of the Common Stock was from SunChase’s working capital.

On August 14, 2023, Mr. Moreno purchased 200,000 shares of Common Stock in open market transactions for an aggregate purchase price of $306,517.70, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 15, 2023, Mr. Moreno purchased 250,000 shares of Common Stock in open market transactions for an aggregate purchase price of $377,455.77, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 16, 2023, Mr. Moreno purchased 100,000 shares of Common Stock in open market transactions for an aggregate purchase price of $147,370.37, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 17, 2023, Mr. Moreno purchased 250,000 shares of Common Stock in open market transactions for an aggregate purchase price of $367,424.82, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 18, 2023, Mr. Moreno purchased 250,000 shares of Common Stock in open market transactions for an aggregate purchase price of $366,243.22, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 21, 2023, Mr. Moreno purchased 250,000 shares of Common Stock in open market transactions for an aggregate purchase price of $352,441.23, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 22, 2023, Mr. Moreno purchased 200,000 shares of Common Stock in open market transactions for an aggregate purchase price of $282,472.68, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 23, 2023, Mr. Moreno purchased 200,000 shares of Common Stock in open market transactions for an aggregate purchase price of $281,571.34, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 24, 2023, Mr. Moreno purchased 100,000 shares of Common Stock in open market transactions for an aggregate purchase price of $140,072.49, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 24, 2023, Verde purchased 494,312 shares of Common Stock in open market transactions for an aggregate purchase price of $687,637.42, including brokerage commissions. Funding for the purchases of the Common Stock was from Verde’s working capital.

On August 25, 2023, Verde purchased 432,176 shares of Common Stock in open market transactions for an aggregate purchase price of $605,348.92, including brokerage commissions. Funding for the purchases of the Common Stock was from Verde’s working capital.

On August 28, 2023, Mr. Moreno purchased 434,208 shares of Common Stock in open market transactions for an aggregate purchase price of $627,481.09, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 28, 2023, Verde purchased 412,113 shares of Common Stock in open market transactions for an aggregate purchase price of $593,566.36, including brokerage commissions. Funding for the purchases of the Common Stock was from Verde’s working capital.

On August 29, 2023, Mr. Moreno purchased 490,407 shares of Common Stock in open market transactions for an aggregate purchase price of $732,735.87, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

On August 30, 2023, Mr. Moreno purchased 352,685 shares of Common Stock in open market transactions for an aggregate purchase price of $520,146.05, including brokerage commissions. Funding for the purchases of the Common Stock was from Mr. Moreno’s personal funds.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and supplemented to include the following information:

The information set forth in Item 3 and on the cover pages of this Amendment No. 1 is incorporated by reference in its entirety into this Item 5.

 

(c)

The transactions effected by the Reporting Persons in respect of the Issuer’s Common Stock since the most recent filing of the Reporting Persons on Original Schedule 13D are set forth on the following table. All purchases provided below were made by the Reporting Persons in open market transactions at prevailing markets prices.

Arturo R. Moreno

 

Nature of Transaction		Transaction Date				Number of Shares				Total Purchase Amount ($)				Price Per Share ($)				Price Per Share Range
Purchase of Common Stock on Open Market			7/26/2023				200,000			$	283,990.92			$	1.42			$	1.42
Purchase of Common Stock on Open Market			8/3/2023				100,000			$	164,957.47			$	1.65			$	1.65
Purchase of Common Stock on Open Market			8/7/2023				250,000			$	406,100.58			$	1.62			$	1.62 - $1.63
Purchase of Common Stock on Open Market			8/8/2023				50,000			$	78,421.12			$	1.57			$	1.57
Purchase of Common Stock on Open Market			8/10/2023				200,000			$	306,230.93			$	1.52			$	1.505 - $1.54
Purchase of Common Stock on Open Market			8/11/2023				250,000			$	385,400.09			$	1.53			$	1.515 - $1.55
Purchase of Common Stock on Open Market			8/14/2023				200,000			$	306,517.70			$	1.50			$	1.48 - $1.51
Purchase of Common Stock on Open Market			8/15/2023				250,000			$	377,455.77			$	1.50			$	1.48 - $1.515
Purchase of Common Stock on Open Market			8/16/2023				100,000			$	147,370.37			$	1.45			$	1.445 - $1.462
Purchase of Common Stock on Open Market			8/17/2023				250,000			$	367,424.82			$	1.46			$	1.45 - $1.465
Purchase of Common Stock on Open Market			8/18/2023				250,000			$	366,243.22			$	1.45			$	1.43 - $1.465

Purchase of Common Stock on Open Market			8/21/2023				250,000			$	352,441.23			$	1.39			$	1.371 - $1.405
Purchase of Common Stock on Open Market			8/22/2023				200,000			$	282,472.68			$	1.40			$	1.38 - $1.40
Purchase of Common Stock on Open Market			8/23/2023				200,000			$	281,571.34			$	1.39			$	1.38 - $1.405
Purchase of Common Stock on Open Market			8/24/2023				100,000			$	140,072.49			$	1.38			$	1.37 - $1.405
Purchase of Common Stock on Open Market			8/28/2023				224,615			$	328,761.02			$	1.45			$	1.41 - $1.455
Purchase of Common Stock on Open Market			8/28/2023				209,593			$	298,720.07			$	1.42			$	1.40 - $1.43
Purchase of Common Stock on Open Market			8/29/2023				250,000			$	372,779.69			$	1.48			$	1.47 - $1.485
Purchase of Common Stock on Open Market			8/29/2023				240,407			$	359,956.18			$	1.48			$	1.465 - $1.49
Purchase of Common Stock on Open Market			8/30/2023				200,000			$	295,521.54			$	1.47			$	1.455 - $1.48
Purchase of Common Stock on Open Market			8/30/2023				152,685			$	224,624.51			$	1.46			$	1.45 - $1.47

SunChase Investments LLC

 

Nature of Transaction		Transaction Date				Number of Shares				Total Purchase Amount ($)				Price Per Share ($)				Price Per Share Range
Purchase of Common Stock on Open Market			8/9/2023				292,785			$	449,268.65			$	1.534			$	1.518 - $1.549
Purchase of Common Stock on Open Market			8/10/2023				265,000			$	399,280.69			$	1.507			$	1.496 - $1.52
Purchase of Common Stock on Open Market			8/11/2023				111,000			$	167,283.18			$	1.507			$	1.505 - $1.51

Verde Investments, Inc.

 

Nature of Transaction		Transaction Date				Number of Shares				Total Purchase Amount ($)				Price Per Share ($)				Price Per Share Range
Purchase of Common Stock on Open Market			8/24/2023				494,312			$	687,637.42			$	1.3861			$	1.365 - $1.40
Purchase of Common Stock on Open Market			8/25/2023				432,176			$	605,348.92			$	1.3957			$	1.38 - $1.42
Purchase of Common Stock on Open Market			8/28/2023				412,113			$	593,566.36			$	1.4353			$	1.39 - $1.45

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Original Schedule 13D is hereby amended and supplemented to include the following information:

Verde holds $5,000,000 in aggregate principal amount of the 2028 Notes.

Verde holds $5,000,000 in aggregate principal amount of the Issuer’s 7.50% Senior Notes due June 1, 2029, pursuant to the terms of that Indenture dated as of June 1, 2021, by and among the Issuer and the parties thereto.

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: August 30, 2023