SEC Division of Corporation Finance no-action letter: Clear Channel Outdoor Holdings, Inc.

August 14, 2019
Elisabeth M. Martin, Esq.
Kirkland & Ellis LLP
300 North LaSalle
Chicago, IL 60654
Re: Clear Channel Outdoor Holdings, Inc. (formerly known as Clear Channel Holdings, Inc.) – Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act of 1933 Dear Ms. Martin:
This is in response to your letter dated August 9, 2019, written on behalf of Clear Channel Outdoor Holdings, Inc. (formerly known as Clear Channel Holdings, Inc.) (“CCOH”) and constituting an application for relief from CCOH being considered an “ineligible issuer” under clause (1)(iv) of the definition of ineligible issuer in Rule 405 of the Securities Act of 1933 (“Securities Act”). CCOH requests relief from being considered an ineligible issuer under Rule 405, as a result of Clear Channel Holdings, Inc.’s March 14, 2019 voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division and CCOH’s subsequent merger with and into Clear Channel Holdings, Inc. on May 1, 2019. Based on the facts and representations in your letter, we have determined that CCOH has made a showing of good cause under clause (2) of the definition of ineligible issuer in Rule 405 and that CCOH will not be considered an ineligible issuer by reason of Clear Channel Holdings, Inc.’s voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. Accordingly, the relief described above from CCOH being an ineligible issuer under Rule 405 of the Securities Act is hereby granted. Any different facts from those represented would require us to revisit our determination that good cause has been shown and could constitute grounds to revoke or further condition the waiver. The Commission reserves the right, in its sole discretion, to revoke or further condition the waiver under those circumstances. For the Commission, by the Division of Corporation Finance, pursuant to delegated authority. Sincerely, /s/ Tim Henseler Chief, Office of Enforcement Liaison Division of Corporation Finance