8-K: Current report filing
Published on April 17, 2023
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): April 17, 2023
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading
Symbol(s)
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Name of each exchange
on which registered
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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 2.02 Results of Operations and Financial Condition
To the extent that the information in Item 7.01 and Exhibit 99.1 is responsive to Item 2.02 because it relates to a completed fiscal period, such information is incorporated by reference into this Item 2.02.
Item 7.01 Regulation FD Disclosure
Clear Channel Outdoor Holdings, Inc. (the “Company”) is furnishing Exhibit 99.1 to provide certain segment financial information reflecting quarterly financial results for the year ended December 31, 2022 and annual financial results for the year ended December 31, 2019 based on the Company’s new segment reporting, which was adopted during the fourth quarter of 2022 as disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed on February 28, 2023. A copy of the information is also available on the Investor Relations section of the Company’s website at investor.clearchannel.com/financials.
In accordance with General Instruction B.2 of Form 8-K, the information under Items 2.02 and 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 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 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) | |||||||
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: April 17, 2023 | By: | /s/ Brian D. Coleman | ||||||||||||||||||
| Brian D. Coleman | ||||||||||||||||||||
| Chief Financial Officer | ||||||||||||||||||||