Statement of Ownership (sc 13g)

Date : 03/12/2020 @ 12:02PM
Source : Edgar (US Regulatory)
Stock : Clear Channel Outdoor Holdings Inc (CCO)
Quote : 0.55  -0.148 (-21.20%) @ 12:00AM
Clear Channel Outdoor share price Chart
After Hours
Last Trade
Last $ 0.56 ▲ 0.01 (1.82%)

Statement of Ownership (sc 13g)

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G
 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Clear Channel Outdoor Holdings, Inc.

(Name of Issuer)
 

Common Stock, par value $0.01 per share

(Title of Class of Securities)
 

18453H106

(CUSIP Number)
 

March 10, 2020

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 9 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 18453H106 13G Page 2 of 9 Pages

 

1

NAME OF REPORTING PERSON

Mason Capital Management LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

-0-

6

SHARED VOTING POWER

23,181,508

7

SOLE DISPOSITIVE POWER

-0-

8

SHARED DISPOSITIVE POWER

23,181,508

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,181,508

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12

TYPE OF REPORTING PERSON

IA

         

 

 

 

CUSIP No. 18453H106 13G Page 3 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

Kenneth M. Garschina

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

108,500

6

SHARED VOTING POWER

23,181,508

7

SOLE DISPOSITIVE POWER

108,500

8

SHARED DISPOSITIVE POWER

23,181,508

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,290,008

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.0%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 18453H106 13G Page 4 of 9 Pages

 

 

1

NAME OF REPORTING PERSON

Michael E. Martino

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) x

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
5

SOLE VOTING POWER

700,000

6

SHARED VOTING POWER

23,181,508

7

SOLE DISPOSITIVE POWER

700,000

8

SHARED DISPOSITIVE POWER

23,181,508

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

23,881,508

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

5.1%

12

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. 18453H106 13G Page 5 of 9 Pages

 

 

Item 1(a). NAME OF ISSUER
   
  Clear Channel Outdoor Holdings, Inc. (the "Issuer")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
 

4830 North Loop 1604 West, Suite 111

San Antonio, Texas 78249

 

Item 2(a). NAME OF PERSON FILING
   
  This Schedule is being filed jointly by the following reporting persons (hereinafter sometimes collectively referred to as the "Reporting Persons"):
   
  (i)   Mason Capital Management LLC, a Delaware limited liability company ("Mason Capital Management"), with respect to 23,181,508 shares of Common Stock directly held by Mason Capital Master Fund, L.P., a Cayman Islands exempted limited partnership ("Mason Capital Master Fund"), the general partner of which is Mason Management LLC ("Mason Management");
   
  (ii)  Kenneth M. Garschina ("Mr. Garschina"), with respect to 23,181,508 shares of Common Stock directly held by Mason Capital Master Fund and 108,500 shares of Common Stock held in trust of which he has sole voting and investment discretion; and
   
  (iii) Michael E. Martino ("Mr. Martino"), with respect to 23,181,508 shares of Common Stock directly held by Mason Capital Master Fund and 700,000 shares of Common Stock directly held by him.
   
  Mason Capital Management is the investment manager of Mason Capital Master Fund. Mason Capital Management may be deemed to have beneficial ownership over the shares of Common Stock directly held by Mason Capital Master Fund by virtue of the authority granted to Mason Capital Management by Mason Capital Master Fund  and Mason Management to vote and exercise investment discretion over such shares.  Mr. Garschina and Mr. Martino are managing principals of Mason Capital Management and the sole members of Mason Management.
   
  The filing of this statement should not be construed as an admission that any Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, as amended, the beneficial owner of the shares of Common Stock reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The principal business office address of Mason Capital Management, Mr. Garschina and Mr. Martino is:
   
 

Mason Capital Management LLC

110 East 59th Street

New York, New York 10022

 

CUSIP No. 18453H106 13G Page 6 of 9 Pages

 

 

Item 2(c). CITIZENSHIP
   
  Name of Reporting Person Place of Organization/Citizenship
  Mason Capital Management LLC Delaware
  Kenneth M. Garschina United States
  Michael E. Martino United States

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common stock, par value $0.01 per share ("Common Stock")

 

Item 2(e). CUSIP NUMBER
   
  18453H106

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) ¨ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please specify the type of institution:                                                                                        

 

CUSIP No. 18453H106 13G Page 7 of 9 Pages

 

Item 4. OWNERSHIP
   
  The percentage set forth herein is calculated based upon an aggregate of 466,419,752 shares of Common Stock outstanding as of February 24, 2020, as reported in the Issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2019 filed with the Securities and Exchange Commission on February 27, 2020.
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and is incorporated herein by reference.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  See Item 2.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION

 

  Each Reporting Person hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 18453H106 13G Page 8 of 9 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete, and correct.

DATE: March 12, 2020

 

MASON CAPITAL MANAGEMENT LLC    
     
     
/s/ John Grizzetti    
Name:  John Grizzetti    
Title:    Chief Operating Officer    

 

/s/ Kenneth M. Garschina    
KENNETH M. GARSCHINA    

 

/s/ Michael E. Martino    
MICHAEL E. MARTINO    

 

 

CUSIP No. 18453H106 13G Page 9 of 9 Pages

 

EXHIBIT A

JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

DATE: March 12, 2020

 

MASON CAPITAL MANAGEMENT LLC    
     
     
/s/ John Grizzetti    
Name:  John Grizzetti    
Title:    Chief Operating Officer    

 

/s/ Kenneth M. Garschina    
KENNETH M. GARSCHINA    

 

/s/ Michael E. Martino    
MICHAEL E. MARTINO    

 

Clear Channel Outdoor (NYSE:CCO)
Historical Stock Chart

1 Year : From Mar 2019 to Mar 2020

Click Here for more Clear Channel Outdoor Charts.

Clear Channel Outdoor (NYSE:CCO)
Intraday Stock Chart

Today : Saturday 28 March 2020

Click Here for more Clear Channel Outdoor Charts.

Latest CCO Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts
$
Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.

NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.

By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions

P: V:us D:20200328 21:59:22