0001193125-22-157443.txt : 20220523 0001193125-22-157443.hdr.sgml : 20220523 20220523160555 ACCESSION NUMBER: 0001193125-22-157443 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220523 DATE AS OF CHANGE: 20220523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Clear Channel Outdoor Holdings, Inc. CENTRAL INDEX KEY: 0001334978 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 880318078 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-32663 FILM NUMBER: 22951592 BUSINESS ADDRESS: STREET 1: 4830 NORTH LOOP 1604W, SUITE 111 CITY: SAN ANTONIO STATE: TX ZIP: 78249 BUSINESS PHONE: 210-822-2828 MAIL ADDRESS: STREET 1: 4830 NORTH LOOP 1604W, SUITE 111 CITY: SAN ANTONIO STATE: TX ZIP: 78249 8-A12B/A 1 d261972d8a12ba.htm 8-A12B/A 8-A12B/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-A/A

(Amendment No. 2)

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   88-0318078
(State of incorporation or organization)   (I.R.S. Employer Identification No.)
4830 North Loop 1604W, Suite 111
San Antonio, Texas		   78249
(Address of principal executive offices)   (Zip Code)

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

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Preferred Stock Purchase Rights   NYSE

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.  ☐

Securities Act registration statement file number to which this form relates: (if applicable)

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

N/A

(Title of class)

 

 

 

EXPLANATORY NOTE

This Amendment No. 2 to Form 8-A is filed by Clear Channel Outdoor Holdings, Inc. (the “Company”) to reflect the expiration of the rights (the “Rights”) to purchase from the Company one one-thousandth of a share of Series B Preferred Stock, par value $0.01 per share, of the Company registered on the Form 8-A filed by the Company on May 19, 2020 and amended on May 14, 2021 (the “Registration Statement”).

 

Item 1.

Description of Registrant’s Securities to be Registered.

The Company previously filed the Registration Statement in connection with the Rights and that certain Rights Agreement dated as of May 19, 2020, as amended on May 14, 2021, between the Company and Computershare Trust Company, N.A., as rights agent (the “Rights Agreement”). In accordance with the terms of the Rights Agreement, as amended, the Rights expired on April 15, 2022. This Amendment No. 2 to Form 8-A amends and supplements the information set forth in the Registration Statement, and is being filed by the Company to deregister the Rights. The Company’s stockholders are not required to take any action as a result of the expiration of the Rights Agreement.

 

Item 2.

Exhibits.

 

Exhibit
No.		   

Description of Exhibit

4.1    Rights Agreement, dated as of May 19, 2020, between Clear Channel Outdoor Holdings, Inc. and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 19, 2020).
4.2    Amendment No. 1 to Rights Agreement, dated as of May 14, 2021, between Clear Channel Outdoor Holdings, Inc. and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 14, 2021).

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
By:  

/s/ Brian D. Coleman

Name:   Brian D. Coleman
Title:   Chief Financial Officer and Treasurer

Date: May 23, 2022