Business Context and Reporting Period
Company: Clear Channel Outdoor Holdings, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: April 30, 2018
Event Date: April 27, 2018
Context: The Company entered into an Amended and Restated Waiver and Consent No. 1 with its Required Lenders and administrative agent, Deutsche Bank AG New York Branch, regarding its Credit Agreement dated August 22, 2013.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt balances, or liquidity ratios. The report focuses exclusively on the terms of a waiver regarding the delivery of financial statements.
Material Changes and Agreements
The Company secured a one-time temporary waiver from its lenders for the following compliance failures:
- Fiscal Year 2017: Waiver for financial statement, compliance certificate, and information delivery requirements for the year ended December 31, 2017.
- Q1 2018: Waiver for financial statement, compliance certificate, and information delivery requirements for the quarter ended March 31, 2018.
Extended Deadlines:
- Annual Deliverables: Financial statements due May 15, 2018; Compliance certificate due May 22, 2018.
- Quarterly Deliverables: Financial statements due May 29, 2018; Compliance certificate due June 5, 2018.
Outlook, Risks, and Contingencies
Default Risk: The waiver is conditional. If the Extended Annual Delivery Requirements are not met, the waiver is disregarded, and lenders are deemed to have delivered a notice of default as of March 31, 2018. If the Extended Quarterly Delivery Requirements are not met, a notice of default is deemed delivered as of May 15, 2018.
Cure Period: Under the Credit Agreement, the Company would have 60 days from the deemed notice of default date to cure such default.
Management Commentary: The filing states the waiver includes customary representations and does not limit the rights and remedies of the lenders or the Agent, except as expressly provided in the waiver.
Investor Verification Checklist
- Verify whether the Company met the May 15, 2018 deadline for 2017 annual financial statements.
- Verify whether the Company met the May 29, 2018 deadline for Q1 2018 financial statements.
- Review the attached Exhibit 10.1 (Amended and Restated Waiver and Consent No. 1) for specific covenants and conditions not summarized in the text.
- Monitor for any subsequent filings indicating a notice of default or further amendments to the Credit Agreement.