Clear Channel Outdoor Holdings, Inc. 8-K

What Happened

• On February 9, 2026 Clear Channel Outdoor Holdings, Inc. (CCO) entered into an Agreement and Plan of Merger with Madison Parent Inc. and Madison Merger Sub Inc., under which a consortium led by Mubadala Capital in partnership with TWG Global will acquire the company for $2.43 per share in cash. The CCO board unanimously approved the Merger Agreement and will recommend the transaction to stockholders. The deal requires a stockholder vote, antitrust and other regulatory approvals (including CFIUS review) and customary closing conditions. The Merger cannot close before March 26, 2026 without Parent’s consent and the outside Termination Date is November 9, 2026 (extendable to February 9, 2027 for regulatory delay).

Key Details

• Per-share consideration: $2.43 in cash for each outstanding common share (treasury shares, Parent-owned shares, and properly asserted appraisal shares excluded).
• Financing: Consortium committed up to $3.3 billion of equity and lenders committed a 364‑day senior secured bridge facility up to $3.369 billion.
• Stockholder support: Support agreements obtained from certain large holders (funds affiliated with Legion Partners, Ares, PIMCO and Arturo Moreno) committing them to vote in favor.
• Deal protections and fees: “Go‑shop” period through 11:59 p.m. ET on March 26, 2026; Go‑Shop termination fee $19.9M; Company termination fee $39.8M in certain cases; Parent termination fee $92.9M in certain cases.
• Treatment of equity and pay: Outstanding options, RSUs and PSUs will be cashed out or converted to cash per the agreement (options pay the in‑the‑money amount; RSUs convert at $2.43/share; PSUs have specific vesting and cash‑out rules including deferred payment for certain stock‑price PSUs).
• Executive retention: Retention bonus agreements were signed for named executives: Scott Wells $660,000; David Sailer $412,500; Lynn Feldman $412,500; Jason Dilger $174,000 (vest at closing or earlier in specified termination scenarios).

Why It Matters

• If approved and completed, CCO will be taken private in a cash buyout at $2.43 per share; shareholders will receive cash and the company’s public shares will be cancelled. The required regulatory approvals (including CFIUS and HSR clearance) and the stockholder vote are key hurdles. Support agreements from large holders and committed financing increase the likelihood of closing, but termination fees, the go‑shop window and other conditions mean the deal could change or be replaced if a superior offer emerges. Optionholders and equity award recipients should review the specific payout and vesting terms in the filing to understand cash treatment and timing.