Clear Channel Outdoor Holdings, Inc.: merger completed and change of control

What happened

• The filing says Parent completed its previously announced acquisition of Clear Channel Outdoor Holdings, Inc. at the Effective Time on Oct 14, 2026, and the Company became a wholly owned subsidiary of Parent. The filing says each share of Company common stock outstanding (other than specified exceptions) was converted into the right to receive $2.43 per share in cash.
• The filing says equity awards were cancelled or converted into cash: Company options were cancelled and converted into cash equal to the excess, if any, of the Merger Consideration over the exercise price; restricted stock units were cancelled and converted into cash (with certain service-based vesting rules for 2026 annual RSUs and director RSUs); performance stock units were treated according to whether performance periods were completed, uncompleted, or tied to stock price (including a split payout and a May 31, 2028 payment date for certain stock price PSUs).
• The filing says the Company deposited approximately $1,872,700,000 with the trustee on Oct 14, 2026 to pay the Oct 15, 2026 interest on the 7.750% Senior Notes due 2028 and to fund the redemption of all outstanding 2028 Notes and 7.500% Senior Notes due 2029; the Senior Notes will be redeemed in full on Oct 24, 2026.
• The filing says, substantially concurrently with the closing of the Merger, the Company entered into an eighth amendment to its Credit Agreement, incurred $100,000,000 of incremental term loans (proceeds used to fund Merger payments and other corporate purposes), and permanently reduced the commitment under the Revolving Credit Facility to $0 effective as of the date of the Merger.

Key details

• Merger consideration: $2.43 per share in cash; total cash payable to equityholders at closing was approximately $1,300,000,000.
• Senior notes deposit and redemption: approximately $1,872,700,000 deposited with the trustee on Oct 14, 2026; redemption date Oct 24, 2026 at 100% of principal plus accrued interest.
• Credit amendment: $100,000,000 incremental term loans under the Credit Agreement amendment; Revolving Credit Facility commitment reduced to $0 effective Oct 14, 2026.
• Corporate changes: the certificate of incorporation and bylaws were each amended and restated effective Oct 14, 2026; Scott Wells ceased to serve as CEO and President and separated from the Company; Wade Davis was appointed president and CEO; Wade Davis, Lynn Feldman, and David Sailer were appointed as directors and multiple directors resigned.

Why it may matter

• The filing reports Item 2.01 (completion of acquisition), Item 1.01 (entry into a material definitive agreement — credit agreement amendment), Item 1.02 (termination and satisfaction of indentures for the Senior Notes), Item 3.01 (notice of delisting and request for Form 25 and Form 15), Item 5.01 and 5.02 (change of control and officer and director changes), Item 5.03 (amendments to certificate of incorporation and bylaws), and Item 7.01 (regulation FD disclosure).
• The filing describes the treatments of equity awards, the funding and redemption of Senior Notes, the incremental $100,000,000 term loan and reduction of the revolving commitment to $0, and corporate governance changes as set forth above.
• This filing does not show why the insider traded or why the company acted.