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This excerpt taken from the CCO 8-K filed Jan 5, 2010. (Registrants telephone number, including area code)
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:
(c) Pursuant to an employment agreement between Clear Channel Management Services, Inc. and Robert H. Walls, Jr., Mr. Walls, 49, became the Executive Vice President, General Counsel and Secretary of Clear Channel Outdoor Holdings, Inc., effective as of January 1, 2010. Mr. Walls served as the Managing Director and founding partner of Post Oak Energy Capital, LP, a private investment firm, since 2005. Prior thereto, Mr. Walls was employed by Enron Corp. beginning in 1992 and most recently in the Office of the Chief Executive as Executive Vice President & General Counsel from 2002 through 2005. A complete copy of Mr. Walls employment agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
This excerpt taken from the CCO 8-K filed Jan 5, 2010. (Registrants telephone number, including area code)
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:
(c) In connection with an employment agreement between Clear Channel Communications, Inc. (Clear Channel Communications) and Tom Casey, Mr. Casey, 47, became the Chief Financial Officer of Clear Channel Communications, effective as of January 4, 2010. Pursuant to a services agreement between Clear Channel Communications and Clear Channel Outdoor Holdings, Inc. (Clear Channel Outdoor), Mr. Casey will also serve as the Chief Financial Officer of Clear Channel Outdoor. Previously, Mr. Casey served as Executive Vice President and Chief Financial Officer of Washington Mutual Inc. until October 2008. Prior thereto, Mr. Casey served as Vice President of General Electric Company and Senior Vice President and Chief Financial Officer of GE Financial Assurance since 1999. Pursuant to the terms of Mr. Caseys employment agreement, he will receive certain payments upon his termination. Upon Mr. Caseys termination for any reason, he will receive accrued salary benefits and payments under applicable employee benefit plans. If Mr. Caseys employment is terminated due to death or Disability (as defined therein), then Mr. Casey would also receive any unpaid annual bonus amount from the prior year. If Mr. Caseys employment is terminated due to Disability, then Mr. Casey would receive an additional amount equal to a pro rata portion of his annual bonus amount from the current year. Mr. Casey may also receive his unpaid annual bonus amount from the prior year, a pro rata portion of his annual bonus amount from the current year, a severance payment equal to 1.5 times the sum of Mr. Caseys annual base salary plus his target bonus for such year paid in periodic equal installments over an 18-month period and, for terminations occurring in calendar years 2010 through 2013, an additional equity value preservation payment, in each case in the event he terminates his own employment for good reason (as defined therein) or is terminated without cause (as defined therein) and not because of disability and, in connection with such termination, he provides certain releases. Mr. Casey may receive any unpaid bonus amount from the prior year if he terminates his own employment without good reason (as defined therein). A complete copy of Mr. Caseys employment agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
This excerpt taken from the CCO 8-K filed Dec 28, 2009. (Registrants telephone number, including area code)
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:
On December 28, 2009, Clear Channel Outdoor Holdings, Inc., a Delaware corporation (Clear Channel Outdoor Holdings), issued a press release announcing the closing of the offering of $500,000,000 aggregate principal amount of Series A Senior Notes due 2017 and $2,000,000,000 aggregate principal amount of Series B Senior Notes due 2017 (collectively, the Notes) by its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc., a Nevada corporation (Clear Channel Worldwide). The Notes have been offered and sold only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the Act) and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. A copy of the press release, dated December 28, 2009, is furnished with this Current Report on Form 8-K as Exhibit 99.1 attached hereto and is incorporated by reference herein. This Current Report on Form 8-K and the statements contained in Exhibit 99.1 do not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
This excerpt taken from the CCO 8-K filed Dec 21, 2009. (Registrants telephone number, including area code)
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:
On December 21, 2009, Clear Channel Outdoor Holdings, Inc., a Delaware corporation (Clear Channel Outdoor Holdings), announced the pricing of the $500,000,000 aggregate principal amount of Series A Senior Notes due 2017 and $2,000,000,000 aggregate principal amount of Series B Senior Notes due 2017 (collectively, the Notes) offered by its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc., a Nevada corporation (Clear Channel Worldwide). The Notes will be offered and sold only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the Act) and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. In connection with the Offering, Clear Channel Outdoor Holdings issued a press release that publicly announced pricing of the Offering. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 attached hereto and is incorporated by reference herein. This Current Report on Form 8-K and the statements contained in Exhibit 99.1 do not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
This excerpt taken from the CCO 8-K filed Dec 18, 2009. (Registrants telephone number, including area code)
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:
On December 18, 2009, Clear Channel Worldwide Holdings, Inc., a wholly-owned subsidiary of Clear Channel Outdoor Holdings, Inc., distributed a confidential preliminary offering circular dated December 18, 2009 (the Offering Circular) relating to $500,000,000 aggregate principal amount of its Series A Senior Notes due 2017 and $2,000,000,000 aggregate principal amount of its Series B Senior Notes due 2017 (collectively, the Notes) to be offered and sold only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the Act), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. A copy of certain excerpts from the Offering Circular, which may contain material, non-public information, is furnished with this Current Report on Form 8-K as Exhibit 99.1 attached hereto. The Offering Circular contains forward-looking statements regarding Clear Channel Outdoor Holdings based on current expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. Many of the factors that will determine the outcome of the subject matter of these statements are beyond Clear Channel Outdoor Holdings ability to control or predict. Clear Channel Outdoor Holdings does not undertake any 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. This Current Report on Form 8-K and the statements contained in Exhibit 99.1 do not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
This excerpt taken from the CCO 8-K filed Dec 17, 2009. (Registrants telephone number, including area code)
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:
Clear Channel Outdoor Holdings, Inc. (NYSE: CCO), a Delaware corporation, announced today that its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc., a Nevada corporation, will explore an increase in the size of its proposed offering of senior notes due 2017 (the Notes) from the $750,000,000 aggregate principal amount previously announced on December 10, 2009 to facilitate the repayment of the then-outstanding balance on the CCOH intercompany note to CCU with a corresponding repayment of term loans under the CCU senior secured cash flow credit facilities (the CCU Credit Agreement) at par. The Notes will be senior obligations that rank pari passu in right of payment to all unsubordinated indebtedness of Clear Channel Worldwide Holdings. Clear Channel Outdoor Holdings and certain of its existing and future domestic subsidiaries will guarantee the Notes, and the guarantees of the Notes will rank pari passu in right of payment to all unsubordinated indebtedness of the guarantors. In connection with the previously announced transaction, counsel for certain lenders delivered a letter asserting that the previously announced transaction and the intended use of proceeds was an event of default under the CCU Credit Agreement. CCU has evaluated the assertions made in the letter and believes the assertions made by those lenders were without merit and, in any event, are not relevant in the context of the restructured transactions. It is possible, however, that lenders under the CCU Credit Agreement could raise similar or new claims under the CCU Credit Agreement. We believe any such objections would be without merit and would contest them vigorously. The Notes will be offered and sold only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the Act), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. The initial issuance and sale of the Notes will not be registered under the Act, and the Notes may not be offered or sold in the United States absent registration or an exemption from the registration requirements of the Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes or any other security and shall not constitute an offer, solicitation or sale in any jurisdiction in which, or to any person to whom, such an offer, solicitation or sale is unlawful.
This excerpt taken from the CCO 8-K filed Dec 11, 2009. (Registrants telephone number, including area code)
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:
On October 14, 2009, Clear Channel Outdoor Holdings, Inc. (the Company) filed a Form 8-K disclosing that the Company announced that Mr. Paul J. Meyer will retire from his current position as the President and Chief Executive Officer - Americas of Clear Channel Outdoor, Inc. (Clear Channel Outdoor) effective December 31, 2009. At that time, the revisions to Mr. Meyers separation arrangements were still being finalized. The Company is filing this Form 8-K/A to report that the on December 7, 2009, Mr. Meyer entered into a new employment agreement with Clear Channel Outdoor. As discussed above, Mr. Meyer will retire from his positions as of December 31, 2009. Mr. Meyer will continue to be compensated at his current annual base salary of $675,000 through December 31, 2009. As of January 1, 2010, Mr. Meyer will perform consulting duties for Clear Channel Outdoor and will serve as President and Chief Executive Officer of Clear Channel Digital, LLC ( Clear Channel Digital), an indirect subsidiary of the Company. Under the terms of the new employment agreement, Mr. Meyer will be an employee of Clear Channel Outdoor and seconded to Clear Channel Digital. In addition, Clear Channel Outdoor will pay Mr. Meyer bonus payments totaling $1,500,000 ($1,000,000 of which is to be paid on January 10, 2010 and $500,000 of which is to be paid on January 10, 2011). Mr. Meyer will also receive a performance bonus of $187,500 payable on January 10, 2010 and will be eligible to receive an additional performance bonus based on EBITDA to be payable by February 1, 2010. Mr. Meyer will serve as a consultant from January 1, 2010 through December 31, 2012. In compensation for his consulting duties, Mr. Meyers salary for the period from January 1, 2010 through December 31, 2010 will be $675,000, per year. For the period from January 1, 2011 through December 31, 2011, Mr. Meyers salary will be $500,000 per year. For the period from January 1, 2012 through December 31, 2012, Mr. Meyers salary will be $325,000 per year. Mr. Meyers stock options and restricted stock will continue on their vesting schedule. Subject to the approval of the Compensation Committee of each of Clear Channel Outdoor and the Company, the expiration date of Mr. Meyers 365,000 options dated November 11, 2005 at the price of $18 per share will be extended two years through November 10, 2014. Under the new employment agreement, Mr. Meyer will continue to receive the same benefits he currently receives. As compensation for his secondment assignment, Clear Channel Digital will pay Mr. Meyer a commission based on the companys financial performance.
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This excerpt taken from the CCO 8-K filed Dec 11, 2009. (Registrants telephone number, including area code)
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:
(e) On December 10, 2009, Clear Channel Outdoor Holdings, Inc. entered into an employment agreement with Ronald Cooper regarding his position as the Chief Executive OfficerAmericas. Mr. Coopers employment agreement is attached hereto as Exhibit 10.1.
This excerpt taken from the CCO 8-K filed Dec 11, 2009. (Registrants telephone number, including area code)
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:
(e) On October 30, 2009, Clear Channel Outdoor Limited entered into a contract of employment with Jonathan Bevan regarding his position as the companys Chief Operating Officer, International. Mr. Bevans contract of employment is attached hereto as Exhibit 10.1.
(a) On December 10, 2009, Clear Channel Outdoor Holdings, Inc., a Delaware corporation (Clear Channel Outdoor Holdings), announced that its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc., a Nevada corporation (Clear Channel Worldwide), will offer two series of senior notes for an aggregate principal amount of $750,000,000 (the Offering). In connection with the Offering, Clear Channel Worldwide will offer $600,000,000 aggregate principal amount of Series A Senior Notes due 2017 (the Series A Notes) and $150,000,000 aggregate principal amount of Series B Senior Notes due 2017 (the Series B Notes and, together with the Series A Notes, the Notes). The Notes will be offered and sold only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the Act) and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. In connection with the Offering, Clear Channel Worldwide distributed a confidential preliminary offering circular relating to the Notes (the Offering Circular) to certain parties on December 10, 2009. A copy of certain excerpts from the Offering Circular, which may contain material, non-public information, is furnished with this Current Report on Form 8-K as Exhibit 99.1 attached hereto. The Offering Circular contains forward-looking statements regarding Clear Channel Outdoor Holdings based on current expectations. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. Many of the factors that will determine the outcome of the subject matter of these statements are beyond Clear Channel Outdoor Holdings ability to control or predict. Clear Channel Outdoor Holdings does not undertake any 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. This Current Report on Form 8-K and the statements contained in Exhibit 99.1 do not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. (b) Clear Channel Outdoor Holdings adopted Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51, codified in ASC 810-10-45 (Statement No. 160) and FASB Staff Position Emerging Issues Task Force 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities, codified in ASC 260-10-45 (EITF 03-6-1) on January 1, 2009. Adoption of these standards requires retrospective application in the financial statements of earlier periods. Accordingly, Clear Channel Outdoor Holdings is retroactively recasting the historical financial statements and certain disclosures included in its Annual Report on Form 10-K for the year ended December 31, 2008 (the 2008 Form 10-K) for adoption of Statement No. 160 and EITF 03-6-1. Clear Channel Outdoor Holdings is also amending the disclosure in Part II. Item 7 of its 2008 Form 10-K in response to comments received from the staff of the Securities and Exchange Commission (the SEC Comments). The amended disclosure revises certain risk factors related to Clear Channel Outdoor Holdings use of the Clear Channel brand name, enhances the discussion and analysis of cash flows, addresses the nature of cash needs which are evaluated regularly for cash management purposes of Clear Channel Outdoor Holdings foreign operations, and provides a more robust and comprehensive disclosure in Clear Channel Outdoor Holdings critical accounting policies regarding its impairment testing policy of its billboard permits and goodwill. This Current Report on Form 8-K includes the following with respect to the periods presented in the 2008 Form 10-K:
This Current Report on Form 8-K does not reflect events occurring after the filing of the 2008 Form 10-K and does not modify or update the disclosures therein, except as described in Item 8(a) above and as required to reflect the changes in response to the SEC Comments and for adoption of Statement No. 160 and EITF 03-6-1 described above. The information filed with this report should be read together with the 2008 Form 10-K (except for Items 6, 7 and 8 which are contained in this report) and Clear Channel Outdoor Holdings subsequent SEC filings, including its Quarterly Reports on Form 10-Q for the quarters ended March 31, June 30 and September 30, 2009.
This excerpt taken from the CCO 8-K filed Dec 11, 2009. (Registrants telephone number, including area code)
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:
On December 10, 2009, Clear Channel Outdoor Holdings, Inc., a Delaware corporation (Clear Channel Outdoor Holdings), announced that its indirect, wholly-owned subsidiary, Clear Channel Worldwide Holdings, Inc., a Nevada corporation (Clear Channel Worldwide), will offer $750,000,000 aggregate principal amount of senior notes due 2017 (the Notes). The Notes will be offered and sold only to qualified institutional buyers in an unregistered offering pursuant to Rule 144A under the Securities Act of 1933, as amended (the Act) and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. In connection with the Offering, Clear Channel Outdoor Holdings issued a press release that publicly announced commencement of the Offering. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 attached hereto and is incorporated by reference herein. This Current Report on Form 8-K and the statements contained in Exhibit 99.1 do not and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
This excerpt taken from the CCO 8-K filed Nov 13, 2009. (Registrants Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
This excerpt taken from the CCO 8-K filed Oct 13, 2009. (Registrants telephone number, including area code)
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:
This excerpt taken from the CCO 8-K filed Aug 11, 2009. (Registrants Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
Items to be Included in this Report
On August 10, 2009, Clear Channel Outdoor Holdings, Inc. issued a press release announcing its earnings for the quarter ended June 30, 2009. The information contained in Exhibit 99.1 is incorporated herein by reference. The information in this Current Report is being furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
(d) Exhibits
Signature(s) 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.
INDEX TO EXHIBITS
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