8-K: Current report
Published on July 21, 2025
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 2.02 | Results of Operations and Financial Condition. |
To the extent the information in Item 7.01 hereof or Exhibit 99.1 attached hereto relates to a completed fiscal period, such information is incorporated by reference into this Item 2.02.
| Item 7.01 | Regulation FD Disclosure. |
Private Offering
On July 21, 2025, Clear Channel Outdoor Holdings, Inc. (the “Company”) distributed a confidential preliminary offering memorandum, dated as of July 21, 2025 (the “Offering Memorandum”), relating to the private offering (the “Private Offering”), exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), of $2,050.0 million aggregate principal amount of Senior Secured Notes due 2031 (the “2031 Notes”) and Senior Secured Notes due 2033 (the “2033 Notes”, and, together with the 2031 Notes, the “Notes”). The Company is furnishing herewith, and incorporating by reference herein, as Exhibit 99.1 attached hereto, certain preliminary information relating to the quarter ended June 30, 2025 and the Company’s debt repurchase activity in the second quarter of 2025 set forth in the Offering Memorandum.
Debt Repurchase Activity
As previously disclosed, the Company has completed repurchases in the open market with respect to certain of its outstanding indebtedness. During the second quarter of 2025, in the open market at a discount, the Company repurchased an aggregate total of $95.7 million in aggregate principal amount of its 7.750% Senior Notes due 2028 for a total cash payment, including accrued interest and fees, of $85.4 million, and an aggregate total of $134.1 million in aggregate principal amount of its 7.500% Senior Notes due 2029 for a total cash payment, including accrued interest and fees, of $118.0 million. The repurchased notes are currently held by the Company and have not been canceled.
In accordance with General Instruction B.2 of Form 8-K, the information in Item 7.01 of this report, including Exhibit 99.1 attached 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, including Exhibit 99.1 attached hereto, be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 8.01 | Other Events. |
On July 21, 2025, the Company issued a press release announcing the commencement of the Private Offering. The Company intends to use the proceeds from the Private Offering, together with cash on hand, to (i) fund the early redemption (the “Redemption”) by satisfaction and discharge of any or all of its outstanding 5.125% Senior Secured Notes due 2027 (the “Existing 2027 Notes”) and 9.000% Senior Secured Notes due 2028 (the “Existing 2028 Notes”) and (ii) pay related transaction fees and expenses. This Current Report on Form 8-K shall not constitute a notice of redemption with respect to the Existing 2027 Secured Notes and the Existing 2028 Secured Notes, and any redemption of the Existing 2027 Secured Notes and the Existing 2028 Secured Notes will be made in accordance with the terms and conditions of the indenture governing such notes.
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 99.2 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 Redemption 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 Redemption will be consummated and the terms, size, timing and use of proceeds of the Private Offering, 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. |
(d) Exhibits.
| Exhibit |
Description of Exhibit |
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| 99.1 | Excerpts from Clear Channel Outdoor Holdings, Inc.’s confidential preliminary offering memorandum, dated as of July 21, 2025. | |
| 99.2 | Press Release issued by Clear Channel Outdoor Holdings, Inc. on July 21, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: July 21, 2025 | By: | /s/ David J. Sailer |
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| David J. Sailer | ||||||
| Executive Vice President, Chief Financial Officer and Assistant Secretary | ||||||