Clear Channel Outdoor Holdings, Inc. Announces Results of Consent Solicitation Relating to its Outstanding Senior Secured Notes

Rhea-AI Summary

Clear Channel Outdoor Holdings (NYSE: CCO) announced on April 13, 2026 that it received the requisite consent for amendments to the indentures governing its outstanding senior secured notes and that supplemental indentures were executed effective April 9, 2026. The affected series total $2.915 billion in aggregate principal across 2030, 2031 and 2033 maturities. The Amendments become binding on all holders if the Merger closes; if the Merger is terminated, the Amendments automatically cease and no consent payments will be made.

Solicitation agents were J.P. Morgan and Goldman Sachs; D.F. King served as information and tabulation agent.

Positive

• Requisite consent obtained for all three note series on April 9, 2026
• Supplemental indentures executed April 9, 2026 making Amendments effective
• Affected $2.915 billion aggregate principal across the three senior secured note series

Negative

• Amendments automatically cease if the Merger is terminated
• Consent Payments not payable if the Merger is not consummated

News Market Reaction – CCO

+0.42%

+0.42% Session close to close

In the Apr 13 session, CCO gained 0.42%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement confirms that Clear Channel Outdoor obtained requisite consents to amend indenture...

Analysis

This announcement confirms that Clear Channel Outdoor obtained requisite consents to amend indentures for several series of senior secured notes, ensuring those instruments accommodate the pending merger structure. The amendments become operative only if the merger closes; otherwise, they cease to be effective and no consent payments are made. Against prior disclosures on the $2.43-per-share acquisition and total $2.915B of targeted notes, investors may focus on remaining stockholder approvals and regulatory clearances as key milestones.

Key Figures

2030 notes principal: $865,000,000 at 7.875% 2031 notes principal: $1,150,000,000 at 7.125% 2033 notes principal: $900,000,000 at 7.500% +5 more

8 metrics

2030 notes principal $865,000,000 at 7.875% Senior Secured Notes due 2030

2031 notes principal $1,150,000,000 at 7.125% Senior Secured Notes due 2031

2033 notes principal $900,000,000 at 7.500% Senior Secured Notes due 2033

Total notes targeted $2.915 billion Three senior secured note series in April 6, 2026 8-K

Consent payments $7,287,500 Aggregate consent consideration across three note series

Merger price $2.43 per share Cash consideration in pending take-private deal

Q4 2025 revenue $461.5M Consolidated revenue, up 8.2% year over year

2025 adjusted EBITDA $504.8M Full-year 2025 adjusted EBITDA, up 6.1%

Historical Context

5 past events · Latest: Apr 06 (Neutral)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 06	Consent solicitation launch	Neutral	+0.0%	Company began seeking noteholder consents to amend three senior secured note indentures.
Mar 27	Shareholder fairness review	Negative	-0.8%	Headline questioned whether CCO and peers were obtaining fair deals for shareholders.
Mar 12	Airport contract win	Positive	+0.4%	Won 10-year Omaha airport advertising contract with a $1M digital media investment commitment.
Mar 03	Content partnership	Positive	+0.0%	Partnered with Footballco to show FIFA World Cup 2026 content across U.S. digital billboards.
Feb 26	Earnings and merger terms	Positive	-0.8%	Reported higher Q4 2025 revenue and EBITDA and disclosed a $2.43 per share cash take-private deal.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent merger-related and strategic news has often produced modest or flat next-day price reactions, even on objectively positive developments.

Recent Company History

Over recent months, Clear Channel Outdoor has combined operational wins with merger progress. A 10-year Omaha airport contract and a Footballco content partnership expanded its media footprint, while Q4 2025 results showed revenue of $461.5M and adjusted EBITDA of $504.8M, alongside a proposed take-private at $2.43 per share. Merger process steps, including the consent solicitation launch for $2.915B of notes and fairness inquiries, have generally led to limited single-day price moves, framing today’s successful consent outcome within a steady de-risking of the transaction structure.

Key Terms

consent solicitation, indentures, senior secured notes, CUSIPs, +3 more

7 terms

consent solicitation financial

"announced the results of its previously announced consent solicitation"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

indentures financial

"amendments to the indentures governing its outstanding senior secured notes"

Indentures are the written contracts that set out the terms and protections for a debt issue, such as a bond or note, including payment schedule, interest rate, collateral, and what happens if the borrower misses payments. Think of it like the rulebook and safety features for a loan that both the borrower and lenders agree to; investors use it to assess their rights, recoveries in trouble, and limits on the issuer’s future actions.

senior secured notes financial

"governing its outstanding senior secured notes"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

CUSIPs financial

"7.875% Senior Secured Notes due 2030 (CUSIPs 18453HAF3 and U1828LAE8)"

A CUSIP is a unique nine-character code assigned to stocks, bonds and other U.S. and Canadian securities that works like a barcode, letting traders, brokers and databases identify a specific issue quickly and without confusion. Investors rely on CUSIPs to match trades, settle transactions, track holdings and find official documents, so correct CUSIP use helps prevent errors and ensures records and regulatory filings point to the exact security.

supplemental indentures financial

"have executed and delivered supplemental indentures to each Indenture"

Supplemental indentures are formal amendments to the original contract that governs a bond or other debt, changing terms such as repayment schedule, interest, collateral, or borrower promises. They matter to investors because they can increase or reduce the risk and value of a security—like updating a rental agreement for new rules—so investors need to know whether protections were weakened, strengthened, or left unchanged.

merger agreement regulatory

"in accordance with the previously announced Agreement and Plan of Merger"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

information agent financial

"according to the information received by D.F. King & Co., Inc., as information agent"

An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SAN ANTONIO, April 13, 2026 /PRNewswire/ -- Clear Channel Outdoor Holdings, Inc. ("Clear Channel" or the "Company") (NYSE: CCO) today announced the results of its previously announced consent solicitation (the "Consent Solicitation") with respect to certain amendments (the "Amendments") to the indentures (the "Indentures") governing its outstanding senior secured notes (the "Senior Secured Notes"), consisting of (i) $865,000,000 aggregate principal amount of 7.875% Senior Secured Notes due 2030 (CUSIPs 18453HAF3 and U1828LAE8); (ii) $1,150,000,000 aggregate principal amount of 7.125% Senior Secured Notes due 2031 (CUSIPs 18453HAG1 and U1828LAF5); and (iii) $900,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2033 (CUSIPs 18453HAH9 and U1828LAG3) in accordance with the consent solicitation statement (as it may be amended or modified, the "Consent Solicitation Statement").

As of April 9, 2026, and according to the information received by D.F. King & Co., Inc., as information agent and tabulation agent (the "Information and Tabulation Agent"), the requisite consent with respect to each series of Senior Secured Notes (the "Requisite Consent") had been provided and not validly revoked. Accordingly, the Company has obtained the Requisite Consent, in each case, required to effect the Amendments.

On April 9, 2026, in connection with receiving the Requisite Consent for each series of Senior Secured Notes, the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, have executed and delivered supplemental indentures (each, a "Supplemental Indenture" and, together, the "Supplemental Indentures") to each Indenture, pursuant to which, with respect to each series of Senior Secured Notes, the Amendments have become effective. Upon the Amendments becoming effective with respect to a series of Senior Secured Notes and operative immediately prior to consummation of the Merger, all holders of the Senior Secured Notes of such series will be bound by the terms thereof, even if they did not deliver consents to the Amendments.

The Consent Solicitation was conducted in accordance with the previously announced Agreement and Plan of Merger (as it may be amended from time to time, the "Merger Agreement"), dated February 9, 2026, among the Company, Madison Parent Inc. ("Parent") and Madison Merger Sub Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent. If the Merger Agreement is terminated and the Merger is not consummated, the Amendments will automatically cease to be effective, the Amendments will not become operative and no Consent Payment (as defined in the Consent Solicitation Statement) will be made.

J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC served as solicitation agents (the "Solicitation Agents") in connection with the Consent Solicitation. Requests for copies of the Consent Solicitation Statement and other related materials with respect to the Consent Solicitation should be directed to the Information and Tabulation Agent for the Consent Solicitation, at (646) 971-2689 (Banks and Brokers; collect), (800) 290-6433 (all others; toll-free) or CCO@dfking.com.

The Company's and/or Parent's obligations to pay any Consent Payment are set forth solely in the Consent Solicitation Statement. This press release is for informational purposes only and this press release and the Consent Solicitation Statement do not constitute an offer to purchase or a solicitation of an offer to sell any Senior Secured Notes or other securities. The Consent Solicitation has been made only by, and pursuant to the terms of, the Consent Solicitation Statement, and the information in this press release is qualified in its entirety by reference to the Consent Solicitation Statement.

About Clear Channel Outdoor Holdings, Inc.

Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) is at the forefront of driving innovation in the out-of-home advertising industry. Clear Channel's dynamic advertising platform is broadening the pool of advertisers using its medium through the expansion of digital billboards and displays and the integration of data analytics and programmatic capabilities that deliver measurable campaigns that are simpler to buy. By leveraging the scale, reach and flexibility of Clear Channel's diverse portfolio of assets, we connect advertisers with millions of consumers every month.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this press release, including statements regarding the Merger, stockholder approvals for the Merger, any expected timetable for completing the Merger, the expected benefits of the Merger and any other statements regarding Clear Channel's future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical fact constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. The words "expect," "anticipate," "estimate," "believe," "forecast," "goal," "intend," "objective," "plan," "project," "seek," "strategy," "target," "will" and similar words and expressions are intended to identify such forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond Clear Channel's control and are difficult to predict.

These risks and uncertainties include, but are not limited to: uncertainties associated with the proposed Merger, including the failure to consummate the Merger in a timely manner or at all, could adversely affect Clear Channel's business, results of operations, financial condition, and the trading price of Clear Channel's common stock; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring Clear Channel to pay a termination fee pursuant to the Merger Agreement; failure to satisfy the conditions precedent to consummate the Merger, including the adoption of the Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Clear Channel's common stock and obtaining required regulatory approvals; the risk that restrictions on the operation of Clear Channel's business during the pendency of the Merger may impact Clear Channel's ability to pursue certain business opportunities or strategic transactions or undertake certain actions Clear Channel might otherwise have taken; potential litigation relating to, or other unexpected costs resulting from, the Merger; the risk that any announcements relating to the Merger could have adverse effects on the market price of Clear Channel's common stock, credit ratings or operating results; and the risk that the Merger and its announcement could have an adverse effect on the ability of Clear Channel to retain and hire key personnel, to retain customers and to maintain relationships with business partners, suppliers and customers. Clear Channel can give no assurance that the conditions to the Merger will be satisfied or that it will close within the anticipated time period.

Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this press release are described in the section entitled "Item 1A. Risk Factors" of the Company's reports filed with the U.S. Securities and Exchange Commission (the "SEC"), including Clear Channel's Annual Report on Form 10-K for the year ended December 31, 2025, initially filed with the SEC on February 26, 2026, as amended by Amendment No. 1 to such Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026, as well as other risks and forward-looking statements in other reports and filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release or the date of any document referred to in this press release. Except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

View original content to download multimedia:https://www.prnewswire.com/news-releases/clear-channel-outdoor-holdings-inc-announces-results-of-consent-solicitation-relating-to-its-outstanding-senior-secured-notes-302739440.html

SOURCE Clear Channel Outdoor

FAQ

What did Clear Channel (CCO) announce about its senior secured notes on April 13, 2026?

Clear Channel announced it achieved the requisite consents and executed supplemental indentures effective April 9, 2026. According to the company, the Amendments bind all holders upon effectiveness and relate to three note series totaling $2.915 billion in principal.

Which senior secured note series were impacted by the CCO consent solicitation?

Three series were impacted: 7.875% due 2030, 7.125% due 2031, and 7.500% due 2033. According to the company, these series total $865 million, $1.15 billion, and $900 million respectively.

When do the Amendments to CCO's indentures become effective and binding for noteholders?

The Amendments became effective upon execution of supplemental indentures on April 9, 2026. According to the company, Amendments bind all holders immediately prior to consummation of the Merger if the Merger closes.

What happens to the Amendments and Consent Payments if the CCO merger is terminated?

If the Merger Agreement is terminated, the Amendments automatically cease and will not become operative. According to the company, no Consent Payment will be made in that event.

Who served as solicitation and tabulation agents for CCO's consent solicitation?

J.P. Morgan and Goldman Sachs served as solicitation agents; D.F. King served as information and tabulation agent. According to the company, contact details for D.F. King were provided for solicitation materials.