false 0001334978 0001334978 2021-04-06 2021-04-06 0001334978 us-gaap:CommonStockMember 2021-04-06 2021-04-06 0001334978 us-gaap:PreferredStockMember 2021-04-06 2021-04-06





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): April 6, 2021




(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
Preferred Stock Purchase Rights     New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 2.05

Costs Associated with Exit or Disposal Activities

In September 2020, Clear Channel Outdoor Holdings, Inc. (the “Company”) committed to a restructuring plan for the Company’s international division to reduce headcount in Europe and Latin America. The Company previously disclosed an estimate of total charges for the restructuring plan in the range of approximately $21 million to $24 million and annualized pre-tax cost savings in excess of $20 million. The Latin America portion of the plan included charges of $0.5 million and was completed as of December 31, 2020. As of December 31, 2020, the Company had incurred approximately $8.9 million in charges related to the international restructuring plan.

On April 6, 2021, the Company revised the international restructuring plan to reflect delays in implementing the Europe portion of the plan and additional headcount reductions in Europe. As revised, the Company estimates that total charges for the Europe portion of the international restructuring plan, which includes charges already incurred, will be in a range of approximately $51 million to $56 million, all of which is expected to result in cash expenditures. It is anticipated that the international restructuring plan will be substantially complete by the end of the first quarter of 2023. The restructuring charges will consist primarily of termination benefits (including severance) and other associated costs. As revised, the Company expects the Europe portion of the international restructuring plan to result in pre-tax annual cost savings in excess of $28 million.

The restructuring charges described above are preliminary estimates and actual amounts may be materially different from these estimates. There is no guarantee that the Company will achieve the cost savings that it expects. The Company may also incur additional charges or future cash expenditures not currently contemplated due to events that may occur as a result of, or that are associated with, the international restructuring plan or related activities to address the impact of the COVID-19 pandemic on the Company’s business.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this Current Report on Form 8-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from any future results expressed or implied by such forward-looking statements. Any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about the Company’s restructuring and cost savings initiatives, expected restructuring charges and anticipated cost savings, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Risks and uncertainties include the factors set forth under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 and subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.


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: April 8, 2021     By:  

/s/ Brian D. Coleman

      Brian D. Coleman
      Chief Financial Officer