8-K

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

Date: January 5, 2016

/s/ Lauren E. Dean

Lauren E. Dean

Vice President, Assistant General Counsel and Assistant Secretary

8-K 1 d112428d8k.htm 8-K 8-K

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): January 4, 2016

CLEAR CHANNEL OUTDOOR

HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

1-32663

86-0812139

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

200 East Basse Road, Suite 100

San Antonio, Texas 78209

(Address of principal executive offices)

Registrant’s telephone number, including area code: (210) 832-3700

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))

Item 8.01

Other Events

As previously announced, on December 20, 2015, the board of directors of Clear Channel Outdoor Holdings, Inc. (the “Company”) declared a special cash dividend payable on January 7, 2016 (the “Payment Date”) to Class A and Class B stockholders of record at the closing of business on January 4, 2016 (the “Record Date”), in an aggregate amount equal to $217.8 million.

As of the closing of business on the Record Date, there were 46,427,246 shares of Class A Common Stock and 315,000,000 shares of Class B Common Stock outstanding, resulting in a dividend of $0.6026 per share. On the Payment Date, the indirect parent of the Company, iHeartCommunications, Inc. will be entitled to receive approximately $196.3 million of the proceeds from the dividend through its wholly-owned subsidiaries, and the public stockholders of the Company will be entitled to receive approximately $21.5 million.

The dividend will be funded from the net proceeds of the offering of $225.0 million in aggregate principal amount of 8.75% Senior Notes due 2020 by Clear Channel International B.V., an indirect, wholly-owned subsidiary of the Company.

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.