Clear Channel Outdoor Holdings Launches Consent Solicitation Amid Proposed Merger

Key Points for Investors

• Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) has commenced a consent solicitation regarding its outstanding senior secured notes, in the context of a planned merger with an investor consortium led by Mubadala Capital LLC and TWG Global LLC.
• The consent solicitation seeks to amend the terms of three series of senior secured notes, totaling approximately \$2.9 billion in aggregate principal, to ensure that the merger and related transactions do not constitute a “Change of Control” event under the current indentures.
• If these amendments are not approved, the completion of the merger would trigger a requirement for Clear Channel to make a “Change of Control Offer” to repurchase the notes at 101% of principal plus accrued and unpaid interest—a potentially significant use of cash that could impact the company’s liquidity and value.
• The company is offering a total of \$7.287 million in cash as consent payments, allocated pro rata to noteholders who approve the amendments before the deadline.
• The merger is expected to close by the end of Q3 2026, subject to regulatory and shareholder approvals.

Detailed Overview

On April 6, 2026, Clear Channel Outdoor Holdings announced the commencement of a consent solicitation for its three tranches of senior secured notes:

• \$865 million of 7.875% Senior Secured Notes due 2030
• \$1.15 billion of 7.125% Senior Secured Notes due 2031
• \$900 million of 7.5% Senior Secured Notes due 2033

The consent solicitation aims to secure majority noteholder approval for amendments that would:

1. Modify the “Change of Control” definition so the proposed merger and related transactions will not trigger a Change of Control Offer.
2. Update the “Permitted Holder” definition to include certain investment funds affiliated with Mubadala Capital LLC and TWG Global LLC.
3. Waive any defaults or events of default that might arise from the merger.

Important Information for Shareholders

• Consent Payments: Noteholders who provide timely consent and do not revoke it are eligible for cash payments: \$2,162,500 (2030 notes), \$2,875,000 (2031 notes), and \$2,250,000 (2033 notes)—a total of \$7,287,500. Payments are contingent on the merger closing and other consent conditions.
• Majority Approval Required: The amendments need majority approval from the holders of each series of notes (excluding holdings by the company or its affiliates). If the amendments are not approved, Clear Channel will be obligated to make a costly Change of Control Offer, possibly affecting liquidity and share value.
• Timeline: The consent solicitation expires at 5:00 p.m. (NYC time) on April 10, 2026, unless extended. The merger is expected to close by the end of Q3 2026.
• Merger Conditions: The proposed amendments becoming operative is not a condition for the merger to close. However, failure to obtain consent could trigger repurchase obligations that may impact the company’s financial position and share price.
• Shareholder Vote: A special meeting of shareholders will be called to approve the merger. The definitive proxy statement will be mailed to shareholders and filed with the SEC. Investors are urged to read it carefully, as it will contain critical information about the deal.
• Risks and Uncertainties: The company highlights risks such as the possibility of the merger not closing, the requirement to pay a termination fee, potential adverse effects on operations and stock price, and the impact on relationships with key personnel, customers, and partners.

Potential Share Price Impacts

This announcement is material and price-sensitive for Clear Channel shareholders. If the consent solicitation fails and the company is forced to buy back the notes at a premium (101% plus accrued interest), this could significantly impact cash reserves and balance sheet flexibility, possibly leading to negative share price movement. Conversely, a successful solicitation and smooth merger process would preserve capital and potentially unlock strategic value, supporting or boosting the stock.

Next Steps for Investors

• Watch for the definitive proxy statement and details on the special meeting for shareholder approval.
• Monitor the outcome of the consent solicitation and any amendments or extensions announced by the company.
• Assess the risks outlined by management, including the possibility of the merger not closing or triggering significant repurchase obligations.

Contact Information

Investor Relations: Laura Kiernan, VP Investor Relations, 914-598-7733, [email protected]
Press: FGS Global, Danya Al-Qattan/Stephen Pettibone, [email protected]

Disclaimer

This article is for informational purposes only and does not constitute an offer to buy or sell securities. Investors should review all official filings and consult with their financial advisor before making any investment decisions. Forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those anticipated. Clear Channel is under no obligation to update forward-looking statements except as required by law.

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