8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 7, 2016

 

 

IHEARTCOMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Texas   001-09645   74-1787539

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

200 East Basse Road, Suite 100

San Antonio, Texas 78209

(Address of principal executive offices)

Registrant’s telephone number, including area code: (210) 822-2828

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 8.01 Other Events

On January 7, 2016, Clear Channel Outdoor Holdings, Inc. (“CCOH”), our indirect subsidiary, closed two transactions involving the sale by its Americas Outdoor segment of five non-strategic outdoor markets to Lamar Advertising Company for an aggregate purchase price of $458.5 million.

The first transaction involved the sale of CCOH’s Reno, NV, Seattle/Tacoma, WA, and Des Moines, IA markets. For the twelve months ended September 30, 2015, these markets generated $40.9 million in net revenues and $18.9 million in OIBDAN. The second transaction involved the sale of CCOH’s Cleveland, OH and Memphis, TN markets, which generated $35.6 million in net revenues and $17.8 million in OIBDAN for the twelve months ended September 30, 2015. The aggregate purchase price of $458.5 million represents a blended multiple of 12.5x of the five markets’ OIBDAN for the twelve months ended September 30, 2015. Following these transactions, CCOH’s Outdoor Americas segment will have operations in 44 of the top 50 U.S. markets.

OIBDAN is a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure of a company’s performance, financial position or cash flows that either excludes or includes amounts that are not normally included or excluded in the most directly comparable measure calculated and presented in accordance with GAAP. CCOH defines OIBDAN as operating income adjusted to exclude depreciation and amortization, impairment charges and other operating (income) expense. CCOH uses OIBDAN to, among other things, evaluate CCOH’s operating performance. OIBDAN does not represent and should not be considered an alternative to operating income, as determined under GAAP. The table below provides a reconciliation of OIBDAN to operating income, the most directly comparable GAAP measure, for the trailing twelve months ended September 30, 2015:

 

     First
Transaction
     Second
Transaction
        
(in thousands)    Des Moines,
Reno, and
Seattle
     Cleveland
and

Memphis
     Total  

Operating Income

   $ 13,618       $ 11,491       $ 25,109   

Add back:

        

Depreciation and amortization

     5,213         7,364         12,577   

Impairment charges

     —           —           —     

Other operating (income) expense

     95         (1,090      (995
  

 

 

    

 

 

    

 

 

 

OIBDAN

   $ 18,926       $ 17,765       $ 36,691   
  

 

 

    

 

 

    

 

 

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    IHEARTCOMMUNICATIONS, INC.
Date: January 7, 2016     By:  

/s/ Scott D. Hamilton

      Scott D. Hamilton
     

Senior Vice President, Chief Accounting Officer and

Assistant Secretary