8-K 1 d827142d8k.htm 8-K 8-K





Washington, D.C. 20549







Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 29, 2019




(Exact name of registrant as specified in its charter)




Delaware   001-32663   88-0318078

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)

4830 North Loop 1604W, Suite 111

San Antonio, Texas 78249

(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:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock   “CCO”   New York Stock Exchange

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 7.01 Regulation FD Disclosure.

On November 29, 2019, Clear Media Limited (“Clear Media”), an indirect, wholly-owned subsidiary of Clear Channel Outdoor Holdings, Inc. (the “Company”), was required, due to trading activity, to make an announcement pursuant to Rule 3.7 of the Hong Kong Code on Takeovers and Mergers, which announcement was published on the website of The Stock Exchange of Hong Kong Limited, stating, among other things, that the Company is conducting a preliminary strategic review of its approximately 50.91% stake in Clear Media. A copy of the announcement is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

As of the date of this Current Report on Form 8-K, no decision has been made by the Company with respect to its interest in Clear Media, and no definitive agreement has been entered into with any party to implement any transaction. There can be no assurance that a definitive agreement will be executed relating to a transaction involving Clear Media or that any such transaction will be approved or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to the strategic review, except as required under applicable law.

In accordance with General Instruction B.2 of Form 8-K, the information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act 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 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.



99.1    Announcement Pursuant to Rule 3.7 of the Hong Kong Code on Takeovers and Mergers by Clear Media Limited, dated November 29, 2019


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.


Date: November 29, 2019     By:  

/s/ Brian D. Coleman

      Brian D. Coleman
      Chief Financial Officer and Treasurer