Clear Channel Outdoor(CCO) - 2025 Q2 - Quarterly Results

Item 2.02 Results of Operations and Financial Condition This section incorporates by reference financial results for the quarter ended June 30, 2025, as detailed in Item 7.01 and Exhibit 99.1 - Information related to the completed fiscal period, specifically the quarter ended June 30, 2025, as detailed in Item 7.01 and Exhibit 99.1, is incorporated by reference into this item[4][5] Item 7.01 Regulation FD Disclosure The company disclosed a new private note offering and second-quarter 2025 debt repurchase activities on July 21, 2025, via a confidential preliminary offering memorandum Private Offering The company initiated a private offering of $2,050.0 million in Senior Secured Notes due 2031 and 2033, with preliminary Q2 2025 financial data provided Details of the Private Offering | Item | Detail | | :--- | :--- | | Offering Type | Private Offering of Senior Secured Notes | | Securities | Senior Secured Notes due 2031 & 2033 | | Aggregate Principal Amount | $2,050.0 million | | Date | July 21, 2025 | Debt Repurchase Activity In Q2 2025, the company repurchased $229.8 million in senior notes for $203.4 million cash, which remain uncanceled Q2 2025 Debt Repurchases | Notes Repurchased | Principal Amount | Total Cash Payment (incl. interest/fees) | | :--- | :--- | :--- | | 7.750% Senior Notes due 2028 | $95.7 million | $85.4 million | | 7.500% Senior Notes due 2029 | $134.1 million | $118.0 million | Item 8.01 Other Events This section details the company's press release announcing the private offering and the intended use of its proceeds for debt redemptions and related expenses - The company issued a press release on July 21, 2025, announcing the commencement of the Private Offering[8] - The proceeds from the offering, along with cash on hand, are intended to be used for the following purposes[8] - Fund the early redemption of its outstanding 5.125% Senior Secured Notes due 2027[8] - Fund the early redemption of its outstanding 9.000% Senior Secured Notes due 2028[8] - Pay related transaction fees and expenses[8] - The company clarifies that this Form 8-K does not constitute a notice of redemption for the existing notes[8] Cautionary Statement Concerning Forward-Looking Statements This section warns that forward-looking statements regarding the Private Offering and Redemption are subject to risks and uncertainties beyond the company's control, with no obligation to update - The report contains forward-looking statements regarding the Private Offering and the Redemption, which are subject to numerous risks and uncertainties, with many factors determining the outcome beyond the company's control, and no obligation to update these statements[11][12] Item 9.01 Financial Statements and Exhibits This section lists the financial statements and exhibits filed, including excerpts from the preliminary offering memorandum, a press release, and the interactive data file Filed Exhibits | Exhibit No. | Description of Exhibit | | :--- | :--- | | 99.1 | Excerpts from Clear Channel Outdoor Holdings, Inc.'s confidential preliminary offering memorandum, dated as of July 21, 2025 | | 99.2 | Press Release issued by Clear Channel Outdoor Holdings, Inc. on July 21, 2025 | | 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |