SAN ANTONIO, May 19, 2020 /PRNewswire/ -- Clear Channel
Outdoor Holdings, Inc. (NYSE: CCO) (the "Company") announced today
that its board of directors (the "Board") unanimously adopted a
shareholder rights plan (the "Rights Plan") to protect the
interests of all Company shareholders.
In adopting the Rights Plan, the Board took note of the
substantial impact of the COVID-19 pandemic on the Company's global
business and the significant decline in the Company's stock price.
The Rights Plan is designed to allow the Company's
shareholders to realize the expected benefits of the long-term
value of their investment by reducing the likelihood that any
person or group would gain control of the Company through open
market accumulation during the market dislocation caused by
COVID-19 without appropriately compensating the Company's
shareholders for such control or providing the Board sufficient
time to make informed judgments.
The Rights Plan is not intended to prevent or interfere with any
action with respect to the Company that the Board determines to be
in the best interests of shareholders.
The Rights Plan is similar to plans adopted by other publicly
traded companies. Pursuant to the Rights Plan, the Company is
issuing one right for each share of common stock as of the close of
business on May 29, 2020. The
rights will initially trade with the Company common stock and will
generally become exercisable only if any person (or any persons
acting as a group) acquires 10% (or 20% in the case of certain
passive investors) or more of the Company's outstanding common
stock (the "triggering percentage"). The Rights Plan does not
aggregate the ownership of shareholders "acting in concert" unless
and until they have formed a group under applicable securities
laws. If the rights become exercisable, all holders of rights
(other than any triggering person) will be entitled to acquire
shares of common stock at a 50% discount or the Company may
exchange each right held by such holders for one share of common
stock. Under the Rights Plan, any person who currently owns
more than the triggering percentage may continue to own the shares
of common stock but may not acquire additional shares without
triggering the Rights Plan. The Rights Plan does not contain
any dead-hand, slow-hand, no-hand or similar feature that limits
the ability of a future board of directors to redeem the
rights.
The Rights Plan has a 360-day term, expiring on May 14, 2021. The Board may consider an
earlier termination of the Rights Plan if market and other
conditions warrant.
Additional details regarding the Rights Plan will be contained
in a Form 8-K to be filed by the Company with the U.S. Securities
and Exchange Commission.
About Clear Channel Outdoor Holdings, Inc.
Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) is one of the
world's largest outdoor advertising companies with a diverse
portfolio of approximately 570,000 print and digital displays in 32
countries across Asia,
Europe, Latin America and North America, reaching millions of people
monthly. A growing digital platform includes more than 16,000
digital displays in international markets and more than 1,900
digital displays (excluding airports), including more than 1,400
digital billboards, in the U.S.
Comprised of two business divisions – Clear Channel Outdoor
Americas (CCOA), the U.S. and Caribbean business division, and Clear Channel
International (CCI), covering markets in Asia, Europe
and Latin America – CCO employs
approximately 5,900 people globally. More information is available
at investor.clearchannel.com, clearchanneloutdoor.com and
clearchannelinternational.com.
Cautionary Statement Concerning Forward-Looking
Statements
Certain statements in this press release 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 the actual results, performance or
achievements of Clear Channel Outdoor Holdings, Inc. to be
materially different from any future results, performance or
achievements expressed or implied by such forward-looking
statements. The words or phrases "guidance," "believe," "expect,"
"anticipate," "estimates," "forecast" and similar words or
expressions are intended to identify such forward-looking
statements. In addition, any statements that refer to expectations
or other characterizations of future events or circumstances, such
as statements related to the operation or effects of the Rights
Plan, 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.
Various risks that could cause future results to differ from
those expressed by the forward-looking statements included in this
press release include, but are not limited to: the magnitude of the
impact of the COVID-19 pandemic on our operations and on general
economic conditions; weak or uncertain global economic conditions
and their impact on the level of expenditures on advertising,
including the effects of Brexit and economic uncertainty in
China; our ability to service our
debt obligations and to fund our operations and capital
expenditures; industry conditions, including competition; our
ability to obtain key municipal concessions for our street
furniture and transit products; fluctuations in operating costs;
technological changes and innovations; shifts in population and
other demographics; other general economic and political conditions
in the United States and in other
countries in which we currently do business, including those
resulting from recessions, political events and acts or threats of
terrorism or military conflicts; changes in labor conditions and
management; the impact of future dispositions, acquisitions and
other strategic transactions; legislative or regulatory
requirements; regulations and consumer concerns regarding privacy
and data protection; a breach of our information security measures;
restrictions on outdoor advertising of certain products;
fluctuations in exchange rates and currency values; risks of doing
business in foreign countries; third-party claims of intellectual
property infringement, misappropriation or other violation against
us; the risk that the Separation could result in significant tax
liability or other unfavorable tax consequences to us and impair
our ability to utilize our federal income tax net operating loss
carryforwards in future years; the risk that we may be more
susceptible to adverse events following the Separation; the risk
that we may be unable to replace the services iHeartCommunications
provided us in a timely manner or on comparable terms; our
dependence on our management team and other key individuals; the
risk that indemnities from iHeartMedia will not be sufficient to
insure us against the full amount of certain liabilities;
volatility of our stock price; the impact of our substantial
indebtedness, including the effect of our leverage on our financial
position and earnings; the ability of our subsidiaries to dividend
or distribute funds to us in order for us to repay our debts; the
restrictions contained in the agreements governing our indebtedness
limiting our flexibility in operating our business; the effect of
analyst or credit ratings downgrades; as well as certain other
factors set forth in our other filings with the SEC. This list of
factors that may affect future performance and the accuracy of
forward-looking statements is illustrative and is not intended to
be exhaustive.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date stated,
or if no date is stated, as of the date of this press release.
Other key risks are described in the section entitled "Item 1A.
Risk Factors" of the Company's reports filed with the U.S.
Securities and Exchange Commission, including the Company's Annual
Report on Form 10-K for the year ended December 31, 2019 and the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2020. Except as otherwise stated in
this press release, the Company does not undertake any obligation
to publicly update or revise any forward-looking statements because
of new information, future events or otherwise.
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SOURCE Clear Channel Outdoor Holdings, Inc.