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CCMO > SEC Filings for CCMO > Form 8-K on 21-Oct-2013All Recent SEC Filings

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Form 8-K for CC MEDIA HOLDINGS INC


21-Oct-2013

Other Events, Financial Statements and Exhibits


Item 8.01 Other Events

On October 21, 2013, Clear Channel Outdoor Holdings, Inc. ("CCOH"), an indirect, non-wholly owned subsidiary of Clear Channel Communications, Inc. ("CCU"), which is an indirect, wholly owned subsidiary of CC Media Holdings, Inc., issued a press release announcing that on October 19, 2013, in accordance with the terms of the Stipulation of Settlement, dated July 8, 2013, among CCOH, a special litigation committee consisting of certain independent directors of CCOH, CCU and the other parties thereto, (i) CCOH notified CCU of its intent to make a demand (the "Demand") for repayment on November 8, 2013 of $200,000,000 outstanding under the Revolving Promissory Note, dated as of November 10, 2005, between CCU, as maker, and CCOH, as payee (as amended by the first amendment dated as of December 23, 2009, the "Due from CCU Note"), and (ii) the board of directors of CCOH declared a special cash dividend payable in cash on November 8, 2013 to Class A and Class B stockholders of record at the closing of business on November 5, 2013, in an aggregate amount equal to $200,000,000 (or approximately $0.56 per share, based on shares outstanding at the close of business on September 30, 2013), conditioned only upon CCU satisfying the Demand. As the indirect parent of CCOH, CCU will be entitled to approximately 88% of the proceeds from the dividend through its wholly owned subsidiaries. The remaining approximately 12% of the proceeds from the dividend, or approximately $24 million, will be paid to the public stockholders of CCOH. Following satisfaction of the Demand, the balance outstanding under the Due from CCU Note will be reduced by $200,000,000. As of September 30, 2013, the outstanding balance of the Due from CCU Note was $944,628,469.

A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press Release issued by Clear Channel Outdoor Holdings, Inc. on October 21, 2013 (incorporated by reference to Exhibit 99.1 to the Clear Channel Outdoor Holdings, Inc. Current Report on Form 8-K filed on October 21, 2013).


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