CCO

Business Context and Reporting Period

Company: Clear Channel Outdoor Holdings, Inc. (CCO)
Filing Type: Form 8-K (Current Report)
Date of Report: February 9, 2026
Event: Entry into a Material Definitive Agreement (Merger Agreement) for the acquisition of the Company by an investor consortium comprised of affiliates of Mubadala Capital and TWG Global.

Key Financial Metrics and Transaction Terms

Merger Consideration:

• Per Share Price: $2.43 in cash for each share of Company Common Stock.
• Equity Financing: Up to $3.3 billion committed by the Consortium.
• Debt Financing: Up to $3.369 billion in a 364-day senior secured bridge facility.

Executive Retention Bonuses (Item 5.02):

Termination Fees:

• Go-Shop Termination Fee: $19,900,000 (payable by Company if terminated for a Superior Proposal during the go-shop period).
• Company Termination Fee: $39,800,000 (payable by Company under specific post-go-shop termination scenarios).
• Parent Termination Fee: $92,900,000 (payable by Parent if they fail to consummate the Merger or breach certain covenants).

Note: This filing does not provide current revenue, profit, cash flow, or margin data for the Company.

Material Changes and Transaction Structure

Acquisition Structure: Madison Merger Sub Inc. will merge with and into Clear Channel Outdoor Holdings, Inc., with the Company surviving as a wholly owned subsidiary of Madison Parent Inc.

Equity Award Treatment:

• Options: Converted to cash equal to the excess of the Per Share Price ($2.43) over the exercise price; underwater options are forfeited.
• RSUs: Immediately vest and convert to cash at the Per Share Price.
• PSUs (Completed Performance): Immediately vest and convert to cash at the Per Share Price.
• PSUs (Uncompleted Performance): Convert to cash consideration subject to service-based vesting (double-trigger acceleration applies).
• Stock Price PSUs: One-third converts to immediate cash; two-thirds converts to cash vesting on May 31, 2028, subject to continued employment.

Go-Shop Period: The Company is authorized to solicit alternative proposals until 11:59 p.m. (Eastern time) on March 26, 2026.

Guidance, Outlook, Risks, and Contingencies

Conditions to Closing:

• Adoption of the Merger Agreement by a majority of outstanding shares.
• Expiration of HSR Act waiting periods and receipt of regulatory approvals (including CFIUS).
• Absence of legal restraints or Material Adverse Effects.

Timeline:

• Earliest Closing Date: March 26, 2026 (without Parent consent).
• Termination Date: November 9, 2026 (extendable to February 9, 2027 if regulatory approvals are pending).

Risks and Contingencies:

• Failure to obtain stockholder approval or regulatory clearance.
• Termination of the agreement due to breaches or failure to satisfy conditions.
• Potential adverse effects on business operations, credit ratings, and employee retention during the pendency of the transaction.
• Forward-looking statements regarding the transaction are subject to uncertainties and do not guarantee future performance.

Investor Verification Checklist

• Proxy Statement: Review the definitive proxy statement for detailed financial analysis, fairness opinions, and full terms of the Merger Agreement.
• Regulatory Approvals: Monitor the status of CFIUS and antitrust reviews, which are critical conditions to closing.
• Go-Shop Activity: Watch for announcements of Superior Proposals during the period ending March 26, 2026.
• Financing Status: Verify that the $3.3 billion equity and $3.369 billion debt commitments remain valid and unfettered.
• Stockholder Vote: Confirm the date and voting requirements for the special meeting to approve the Merger.