UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Clear Channel Outdoor Holdings, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
18451C109
(CUSIP Number)
December 31, 2008
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[ ] Rule 13d-1(b)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP No. 18451C109
1. Names of Reporting Person
Tracer Capital Management L.P.
I.R.S. Identification Nos. of above person
(entities only): 20-0377421
2. Check the Appropriate Box if a Member Of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Delaware, United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each
Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
IA
CUSIP No. 18451C109
1. Names of Reporting Person
Tracer Capital Offshore Fund Ltd.
I.R.S. Identification Nos. of above person (entities only):
2. Check the Appropriate Box if a Member of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
Cayman Islands, British West Indies
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each
Reporting Person:
0
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
OO
CUSIP No. 18451C109
1. Names of Reporting Person
Riley McCormack
I.R.S. Identification Nos. of above person (entities only):
2. Check the Appropriate Box if a Member of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each
Reporting Person:
0
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person
IN
CUSIP No. 18451C109
1. Names of Reporting Person
Matt Hastings
I.R.S. Identification Nos. of above person (entities only):
2. Check the Appropriate Box if a Member of a Group
[ ] (a)
[ ] (b)
3. SEC Use Only
4. Citizenship or Place of Organization
United States
5. Sole Voting Power: 0
Number of
Shares 6. Shared Voting Power: 0
Beneficially
Owned by 7. Sole Dispositive Power: 0
Each Reporting
Person With 8. Shared Dispositive Power: 0
9. Aggregate Amount Beneficially Owned by Each
Reporting Person:
0
10. Check if the Aggregate Amount in Row (9) Excludes
Certain Shares
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person (See Instructions)
IN
Item 1. (a) Issuer: Clear Channel Outdoor Holdings, Inc.
Address:
200 East Basse Road
San Antonio, TX 78209
Item 2. (a) Name of Person Filing:
Tracer Capital Management L.P.
Tracer Capital Offshore Fund Ltd.
Riley McCormack
Matt Hastings
(b) Address of Principal Business Offices:
Tracer Capital Management L.P.
540 Madison Avenue, 33rd Floor
New York, New York 10022
Delaware limited partnership
Tracer Capital Offshore Fund Ltd.
c/o Goldman Sachs (Cayman) Trust Limited
Gardenia Court, Suite 3307
45 Market Street, Camana Bay
P.O. Box 896, KY1-1103
Cayman Islands
Riley McCormack
c/o Tracer Capital Management L.P.
540 Madison Avenue, 33rd Floor
New York, New York 10022
United States citizen
Matt Hastings
c/o Tracer Capital Management L.P.
540 Madison Avenue, 33rd Floor
New York, New York 10022
United States citizen
(c) Citizenship:
Please refer to Item 4 on each cover sheet for each
filing person
(d) Title of Class of Securities:
Class A Common Stock
(e) CUSIP Number: 18451C109
Item 3. Tracer Capital Management L.P. is an investment advisor in
accordance with Rule 13d-1(b)(1)(ii)(E).
Item 4. Ownership
Please see Items 5 - 9 and 11 for each cover sheet for each
filing separately.
The sole power to vote or direct the vote of the entire
shareholding and the sole power to dispose of or direct the
disposal of the entire shareholding has been delegated to
Tracer Capital Management L.P. for Tracer Capital Offshore Fund
Ltd. and other unregistered funds managed by Tracer Capital
Management L.P. Riley McCormack and Matt Hastings, as the sole
limited partners of Tracer Capital Management L.P. and the sole
managing members of TCM and Company, LLC, the general partner
of Tracer Capital Management L.P., control Tracer Capital
Management L.P.
Item 5. Ownership of Five Percent or Less of a Class
X
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent
Holding Company
Not Applicable
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and held in
the ordinary course of business and were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
Date: February 17, 2009
Tracer Capital Management L.P.
By: /s/ Riley McCormack
-------------------------
Name: Riley McCormack
Title: Managing Member of the General
Partner of Tracer Capital Management L.P.
Tracer Capital Offshore Fund Ltd.
By: /s/ Riley McCormack
-------------------------
Name: Riley McCormack
Title: Managing Member of the General
Partner of Tracer Capital Management L.P.
By: /s/ Riley McCormack
-------------------------
Name: Riley McCormack
By: /s/ Matt Hastings
-------------------------
Name: Matt Hastings
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on this Schedule 13G/A, dated
February 17, 2009, (the "Schedule 13G/A"), with respect to the Class A Common
Stock of Clear Channel Outdoor Holdings, Inc. is filed on behalf of each of us
pursuant to and in accordance with the provisions of Rule 13d-1(k) under the
Securities and Exchange Act of 1934, as amended, and that this Agreement shall
be included as an Exhibit to this Schedule 13G/A. Each of the undersigned
agrees to be responsible for the timely filing of the Schedule 13G/A, and for
the completeness and accuracy of the information concerning itself contained
therein. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 17th day of February 2009.
Tracer Capital Management L.P.
By: /s/ Riley McCormack
--------------------------
Name: Riley McCormack
Title: Managing Member
Tracer Capital Offshore Fund Ltd.
By: /s/ Tracer Capital Management L.P.
--------------------------
Name: Riley McCormack
Title: Managing Member
By: /s/ Riley McCormack
--------------------------
Name: Riley McCormack
By: /s/ Matt Hastings
--------------------------
Name: Matt Hastings