Clear Channel Outdoor Holdings, Inc. Reports Q4 and Full Year 2025 Results; Announces Take-Private Merger

Key Financial Highlights

• Pending Take-Private Merger: On February 9, 2026, Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) announced a definitive agreement to be acquired by Mubadala Capital, in partnership with TWG Global. Shareholders are expected to receive \$2.43 per share in cash upon completion. The transaction is expected to close by the end of Q3 2026, pending regulatory and shareholder approval. Following the merger, CCO’s shares will no longer be publicly traded.
• Q4 and FY2025 Results:
  • Q4 Revenue: \$461.5 million, up 8.2% from \$426.7 million in Q4 2024.
  • FY2025 Revenue: \$1.60 billion, up 6.6% from \$1.51 billion in FY2024.
  • Adjusted EBITDA: Q4: \$164.5 million (+13.6%), FY2025: \$504.8 million (+6.1%).
  • Net Income: Q4: \$9.7 million (compared to a loss of \$16.6 million in Q4 2024), FY2025: \$24.7 million (compared to a loss of \$175.9 million in FY2024).
  • Loss from Continuing Operations: Q4: \$(5.2) million; FY2025: \$(103.7) million (improved from \$(123.8) million in FY2024).
  • Adjusted Funds From Operations (AFFO): Q4: \$59.9 million (+62.4%), FY2025: \$95.3 million (+62.6%).
• Segment Performance:
  • America Segment: Q4 revenue up 6.1% to \$329.6 million; FY2025 revenue up 4.7% to \$1.19 billion. Growth driven by strong demand in major markets (e.g., San Francisco/Bay Area) and increased digital billboard inventory, with digital revenue rising 5.1% to \$128.9 million.
  • Airports Segment: Q4 revenue up 13.7% to \$131.8 million; FY2025 revenue up 12.6% to \$407.1 million. Growth driven by increased advertising demand and digital revenue, which grew 23.5% in Q4 to \$91.6 million.
• Expenses:
  • Direct operating and SG&A expenses rose by 7.5% in Q4 and 8.2% for FY2025, primarily reflecting revenue growth and higher site lease expenses.
  • Corporate expenses decreased by 6.1% in Q4 and 12.6% in FY2025, mainly due to lower insurance and employee compensation costs.
• Capital Expenditures: Q4: \$22.5 million (down 36.2%), FY2025: \$61.8 million (down 23.5%). Most of the reduction was in the America segment.
• Operational Footprint: At year-end 2025, CCO operated over 61,000 print and digital displays in 81 U.S. markets, including 43 of the top 50 DMAs, and maintained a focused portfolio in more than 60 commercial airports.
• Liquidity and Debt:
  • Cash and cash equivalents at year-end: \$190 million, up from \$110 million a year earlier.
  • Net debt decreased from \$5.55 billion to \$4.91 billion.
  • Debt refinancing in August 2025: \$2.05 billion of new senior secured notes (due 2031 and 2033), replacing notes maturing in 2027 and 2028.
  • Next scheduled debt maturities: \$899.3 million in Senior Notes and \$425 million Term Loan Facility due in 2028.
  • Estimated cash interest payments: \$401 million in 2026, \$390 million in 2027.
• Strategic Transactions:
  • Sale of former Europe-North segment and Latin American businesses provided \$592.1 million in net proceeds and enabled repayment of \$375 million in term loans.
  • Ongoing process to sell business in Spain – expected proceeds and use of funds not yet finalized.

Shareholder Alerts & Potential Price-Sensitive Information

• Take-Private Merger: The pending merger at \$2.43 per share is highly price-sensitive, as it sets a definitive exit price for shareholders. The transaction is subject to regulatory and shareholder approval and is expected to close by Q3 2026. If the merger fails, shares will remain publicly traded, and business operations may be impacted by interim restrictions.
• No Further Guidance or Earnings Calls: Due to the pending transaction, CCO will not host a public earnings update or provide financial guidance for the fourth quarter of 2025.
• Debt Refinancing and Reduced Net Debt: The company successfully refinanced its debt, extending maturities and reducing net debt, which may improve financial stability and future cash flows.
• Discontinued Operations & Asset Sales: The sale of international assets has improved liquidity and reduced debt, but also reduces future revenue streams. The ongoing sale of the Spanish business may further impact financials and shareholder value.
• Operational Strength: Significant growth in digital advertising and airport segments, with robust increases in Adjusted EBITDA and AFFO, indicate operational improvements and may support the merger valuation.

Additional Information for Investors

• Proxy Statement and Shareholder Meeting: Shareholders will soon receive a proxy statement regarding the merger and will be asked to vote on the transaction. It is imperative to review these materials carefully before making any decisions.
• Risks and Forward-Looking Statements: The merger is not guaranteed and may be subject to delays or termination. Other risks include regulatory hurdles, potential litigation, changes in macroeconomic conditions, and operational restrictions during the merger process.
• Non-GAAP Metrics: The company reports several non-GAAP financial measures (Adjusted EBITDA, AFFO, etc.), which are widely used in the industry but should not be viewed as substitutes for GAAP results. These metrics allow investors to better compare CCO to peers and understand core performance, but may differ from similar measures used by other companies.
• Debt Covenants and Listing Requirements: If the merger is not consummated, CCO must continue to comply with NYSE listing standards and debt covenants, which could impact future operations and share price.

Conclusion

Clear Channel Outdoor Holdings, Inc. has demonstrated strong operational performance in 2025, with revenue and profitability rising across core segments, improved liquidity, and reduced debt. The announced take-private merger at \$2.43 per share is the most significant development for shareholders, as it represents a fixed exit price and a major shift in the company’s capital structure and future prospects. Investors should monitor the progress of the merger, review the forthcoming proxy materials, and be aware of the risks and uncertainties surrounding the transaction and broader market conditions.

Disclaimer

This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. All forward-looking statements are subject to risks and uncertainties. Investors should conduct their own due diligence and consult professional advisors before making investment decisions. The information contained herein is based on public disclosures and may be subject to change. Clear Channel Outdoor Holdings, Inc. does not undertake any obligation to update or revise any forward-looking statements except as required by law.

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