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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 14, 2026
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-32663 |
|
88-0318078 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
4830 North Loop 1604W, Suite 111
San
Antonio, Texas 78249
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (210) 547-8800
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common Stock, $0.01 par value per share |
|
CCO |
|
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.01 Changes in Control of Registrant.
On
October 14, 2026, Clear Channel Outdoor Holdings, Inc. filed a Current Report on Form 8-K (the “Original Current Report”)
to report, among other things, the consummation of the Merger. Item 5.01 of the Original Current Report is hereby amended and restated
in its entirety as follows:
As
a result of the consummation of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary
of Parent. The total amount of cash consideration payable to the Company’s equityholders at closing in connection with the Merger
and pursuant to the Merger Agreement was approximately $1.3 billion. The funds used by Parent to consummate the Merger and complete the
related transactions came from (i) approximately $2.9 billion in the form of equity investments by funds affiliated with MIC Capital
Management UK LLP (“Mubadala”), (ii) the proceeds of the incremental term loans described in Item 1.01 of the Original
Current Report and (iii) cash on hand of the Company.
The
information in the Introductory Note and in Item 2.01 and Item 5.02 of the Original Current Report is incorporated by reference into
this Item 5.01. Capitalized terms used but not defined herein have the meanings given to them in the Original Current Report.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number |
|
Description of Exhibit |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
|
CLEAR CHANNEL OUTDOOR HOLDINGS, INC. |
| |
|
|
| Date: October 16, 2026 |
By: |
/s/ David Sailer |
| |
Name: |
David Sailer |
| |
Title: |
Chief Financial Officer |
