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): December 11, 2017
IHEARTCOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Texas | 001-09645 | 74-1787539 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
20880 Stone Oak Parkway
San Antonio, Texas 78258
(Address of principal executive offices)
Registrants telephone number, including area code: (210) 822-2828
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)) |
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 7.01. Regulation FD Disclosure.
iHeartCommunications, Inc. (the Company) announced today that it is currently exploring a possible private capital-raising transaction supported by the value of some or all of the 100,000,000 shares of Class B common stock of Clear Channel Outdoor Holdings, Inc. (CCOH) held by its wholly-owned subsidiary Broader Media, LLC and the 10,726,917 shares of Class A common stock held by its wholly-owned subsidiary CC Finco, LLC. Such transaction, if agreed upon and consummated on the terms being explored, would result in the pledge of these shares for the benefit of the investors.
There can be no assurance that any transaction will be agreed upon and consummated. Any securities offered in a transaction will be offered in reliance on exemptions from registration under the Securities Act of 1933, as amended. The information set forth in this Item 7.01 of this Current Report on Form 8-K is not an offer to sell nor a solicitation of an offer to buy any securities.
The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Companys filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
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.
IHEARTCOMMUNICATIONS, INC. | ||||||
Date: December 11, 2017 | By: |
/s/ Lauren E. Dean | ||||
Lauren E. Dean | ||||||
Vice President, Associate General Counsel and Assistant Secretary |