CLEAR CHANNEL OUTDOOR HOLDINGS, INC. (NYSE:CCO) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01
On April3, 2018, Clear Channel Outdoor Holdings, Inc. (the “Company”) received a written notice from the New York Stock Exchange (the “NYSE”) stating that the Company is not in compliance with the NYSE’s continued listing requirements under the timely filing criteria established in Section802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the fiscal year ended December31, 2017 (the “Form 10-K”) by April2, 2018.
As previously reported by the Company in its Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on March19, 2018 (the “Form 12b-25”), the Company’s delay in filing the Form 10-K is due to the ongoing special investigation regarding the misappropriation of funds by employees of Clear Media Limited, an indirect, non-wholly-owned subsidiary of the Company whose ordinary shares are listed but currently suspended from trading on the Hong Kong Stock Exchange, and other matters discovered during the course of the special investigation. In light of the ongoing procedures being undertaken in connection with the special investigation, the Company was unable to file the Form 10-K by April2, 2018.
In accordance with NYSE procedures, the Company issued a press release disclosing the delay in filing the Form 10-K, a copy of which is attached to this Form 8-K as Exhibit 99.1 and incorporated herein by reference.
The NYSE informed the Company that, under the NYSE’s rules, the Company will have six months from April3, 2018 to file the Form 10-K with the SEC. The Company can regain compliance with the NYSE continued listing requirements at any time before that date by filing the Form 10-K with the SEC. If the Company fails to file the Form 10-K before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.
On April3, 2018, trading in the shares of Clear Media Limited on the Hong Kong Stock Exchange was suspended due to various matters related to the ongoing special investigation described above.
| Item 3.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. The following exhibits are being filed herewith: |
| 99.1 | Press Release dated April3, 2018. |
Clear Channel Outdoor Holdings, Inc. ExhibitEX-99.1 2 d512693dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 PRESS RELEASE CLEAR CHANNEL OUTDOOR HOLDINGS,…To view the full exhibit click here
About CLEAR CHANNEL OUTDOOR HOLDINGS, INC. (NYSE:CCO)
Clear Channel Outdoor Holdings, Inc. is an outdoor advertising company. The Company owns and operates billboards, street furniture displays, transit displays and other out-of-home advertising displays, such as wallscapes and spectaculars. It operates in two segments: Americas outdoor advertising (Americas) and International outdoor advertising (International). It owns or operates more than 650,000 advertising displays. The Americas segment consists of operations primarily in the United States, Canada and Latin America. The Americas assets consist of traditional and digital billboards, street furniture and transit displays, airport displays, wallscapes and other spectaculars, which the Company owns or operates under lease management agreements. The International segment primarily includes operations in Europe, Asia and Australia. The International assets consist of street furniture and transit displays, billboards, mall displays, Smartbike programs, wallscapes and other spectaculars.
