Clear Channel Outdoor Holdings, Inc. Announces Results of Consent Solicitation and Merger Developments

Key Highlights

• Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) has successfully completed its consent solicitation for amendments to its outstanding senior secured notes.
• The consent solicitation is directly linked to the proposed merger with Madison Parent Inc., which could significantly impact the company’s future ownership, operations, and financial structure.
• The amendments to the notes are contingent on the successful completion of the merger; if the merger fails, the amendments will be reversed and no consent payments will be made.
• The company has outlined several risks and uncertainties related to the merger, which shareholders should closely monitor.

Detailed Breakdown

Consent Solicitation Results

Clear Channel Outdoor Holdings, Inc. has announced the successful outcome of its previously disclosed consent solicitation process. This process concerned proposed amendments to the indentures governing its outstanding senior secured notes, specifically:

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

As of April 9, 2026, the company, working with D.F. King & Co., Inc. as information and tabulation agent, obtained the requisite consents from noteholders for each series. The necessary supplemental indentures have been executed, making the amendments effective for each note series.

Implications for Noteholders and Shareholders

All holders of these senior secured notes will be bound by the amended terms, regardless of whether they personally consented. This binding effect is especially relevant for investors who may not have actively participated in the vote, as the amendments could affect the terms and value of their holdings.

Importantly, these amendments are linked to the company’s pending merger with Madison Parent Inc. and Madison Merger Sub Inc. If the merger is consummated, Clear Channel Outdoor will become a wholly owned subsidiary of Madison Parent Inc. However, if the merger agreement is terminated or the merger fails to close, the amendments to the notes will automatically cease to be effective, and no consent payments will be made to noteholders.

Details of the Pending Merger

The merger, first announced on February 9, 2026, is subject to several conditions, including:

• Approval by a majority of the outstanding shares of Clear Channel’s common stock
• Obtaining all requisite regulatory approvals
• Satisfaction of other customary closing conditions

If the merger is not completed, or if the merger agreement is terminated, Clear Channel may be required to pay a termination fee, and the planned amendments to the notes will be nullified.

Potential Impact on Share Price and Shareholder Value

This announcement is potentially price-sensitive for several reasons:

1. Structural Change: The merger would fundamentally alter Clear Channel’s capital structure and ownership, which is highly relevant to both equity and debt investors.
2. Debt Amendments: The effectiveness of amendments to significant tranches of debt could impact the company’s future financial flexibility, interest obligations, and credit profile.
3. Conditionality and Uncertainty: The fact that these amendments are reversible if the merger fails introduces a high degree of uncertainty, which could lead to volatility in both the stock and debt markets.
4. Risks Outlined: The company has highlighted several risks, including the potential for litigation, regulatory hurdles, adverse impact on operations during the merger process, and the possibility of a termination fee, all of which could affect the share price.
5. Consent Payments: Consent payments to noteholders are only due if the merger closes, which could also influence noteholder actions and overall market sentiment.

Forward-Looking Risks and Disclosures

The company cautions investors that forward-looking statements regarding the merger, anticipated benefits, and future expectations are subject to several risks—both those identified in this release and others detailed in its SEC filings. These include the risk of the merger not closing, potential adverse effects on business operations, employee retention, customer relationships, and stock price movements. Investors are urged not to place undue reliance on these statements and to review all risk factors in the company’s public filings.

Company Overview

Clear Channel Outdoor Holdings, Inc. is a leader in the out-of-home advertising space, leveraging a dynamic digital platform and data analytics to deliver targeted, measurable campaigns for a diverse advertiser base. The company continues to innovate and expand its digital billboard and programmatic offerings, connecting advertisers to millions of consumers monthly.

Investor and Media Contacts

Investor Contact:
Laura Kiernan, VP Investor Relations
Phone: 914-598-7733
Email: [email protected]

Press Contact:
FGS Global (Danya Al-Qattan/Stephen Pettibone)
Email: [email protected]

Conclusion

The successful consent solicitation and the pending merger represent significant potential catalysts for Clear Channel Outdoor Holdings, Inc. Investors should closely monitor developments, as the outcome of the merger process and related amendments to the company’s debt structure could materially impact shareholder value and the company’s future strategic direction.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult professional advisors before making investment decisions. The information provided is based on company disclosures as of April 13, 2026, and may be subject to change.

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