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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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. ☐
Introductory Note.
As
previously disclosed, on February 9, 2026, Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “Company”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Madison Parent Inc., a Delaware corporation
(“Parent”), and Madison Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger
Sub”), which provides for the merger of Merger Sub with and into the Company with the Company surviving the merger as a wholly
owned subsidiary of Parent (the “Merger”).
On October 14, 2026 (the “Closing Date”),
on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the Delaware General Corporation Law
(the “DGCL”), the Merger was consummated. At the effective time of the Merger (the “Effective Time”),
the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly owned subsidiary of Parent.
| Item 1.01 | Entry into a Material Definitive Agreement. |
Eighth Amendment to Credit Agreement
Substantially concurrently with the closing of the Merger,
on October 14, 2026, the Company entered into an eighth amendment (the “Credit Agreement Amendment”) to the Company’s
credit agreement, dated as of August 23, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified, the “Credit
Agreement”), with Deutsche Bank AG New York Branch, as administrative agent (the “Administrative Agent”)
and collateral agent, the several lenders from time to time party thereto and each other party thereto. The Credit Agreement governs the
Company’s revolving credit facility (the “Revolving Credit Facility”) and term loan.
Pursuant to the Credit Agreement Amendment, the Company
incurred $100 million of incremental term loans, the proceeds of which were used to fund payments required in connection with the Merger
and for other general corporate purposes, and to pay fees, costs and expenses in connection with the Credit Agreement Amendment.
In connection with the
closing of the Merger, in addition to the Credit Agreement Amendment, the Company delivered notice to the Administrative Agent as
required by the Credit Agreement, to terminate in full and permanently reduce the commitment under the Revolving Credit Facility to
$0, effective as of the date of the Merger.
The remaining terms of the Credit Agreement, as amended
by the Credit Agreement Amendment, are substantially the same as the terms under the existing Credit Agreement, including with respect
to events of default and loan acceleration.
The foregoing description of the Credit Agreement Amendment
does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, a copy
of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Third Amendment to ABL Credit Agreement
In connection with the closing of the Merger, the third
amendment to the Company’s ABL Credit Agreement, dated as of August 23, 2019 (as amended, restated, amended and restated, supplemented
or otherwise modified, the “ABL Credit Agreement”) (the “Third Amendment”), which was executed on
May 15, 2026, has become effective.
| Item 1.02 | Termination of a Material Definitive Agreement. |
On October 14, 2026, in connection with the closing of
the Merger, the Company irrevocably deposited with U.S. Bank Trust Company, National Association, as trustee (the “Trustee”),
funds in an aggregate amount of approximately $1,872.7 million, sufficient to pay (i) the regular interest payment due on October 15,
2026 on the Company’s 7.750% Senior Notes due 2028 (the “2028 Notes”) and (ii) the redemption price of all outstanding
2028 Notes and the Company’s 7.500% Senior Notes due 2029 (the “2029 Notes” and, together with the 2028 Notes,
the “Senior Notes”). As a result, the indenture, dated as of February 17, 2021, among the Company, the guarantors party
thereto and the Trustee, governing the 2028 Notes, and the indenture, dated as of June 1, 2021, among the Company, the guarantors party
thereto and the Trustee, governing the 2029 Notes, were each satisfied and discharged in accordance with their terms, except for certain
provisions thereof that, by their terms, survive such satisfaction and discharge. The Senior Notes will be redeemed in full on October
24, 2026 at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the
redemption date.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
As described above, at the Effective Time, on the terms
and subject to the conditions set forth in the Merger Agreement, (i) Parent completed its previously announced acquisition of the Company,
(ii) the Company became a wholly owned subsidiary of Parent and (iii) each share of common stock, par value $0.01 per share, of the Company
(the “Company Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of Company
Common Stock (a) held by the Company as treasury stock, (b) owned by Parent or any wholly owned subsidiary of the Company or Parent (including
Merger Sub) or (c) held by any holder who properly exercised, and did not withdraw or lose, appraisal rights in accordance with Section
262 of the DGCL), was converted into the right to receive an amount in cash equal to $2.43 per share, without interest (the “Merger
Consideration”).
Company Options. At the Effective Time, each option
to purchase shares of Company Common Stock (each, a “Company Option”) that was outstanding immediately prior to the
Effective Time was automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, cancelled and
converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product
of (i) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii)
the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option. Company Options with an exercise
price per share equal to or greater than the Merger Consideration were automatically cancelled and forfeited for no consideration at the
Effective Time.
Company RSUs. Each restricted stock unit of the
Company (each, a “Company RSU”) (other than any such award granted to non-employee directors in lieu of cash retainers
in accordance with the Company’s non-employee director compensation program (the “Director Substitute RSUs”),
as described below) that was outstanding immediately prior to the Effective Time automatically, without any action on the part of Parent,
Merger Sub, the Company or the holder thereof, vested and was cancelled and converted into the right to receive an amount in cash, without
interest and subject to applicable withholding taxes, equal to the product of (i) the Merger Consideration and (ii) the total number of
shares of Company Common Stock subject to such Company RSU as of immediately prior to the Effective Time (“RSU Consideration”).
The RSU Consideration payable in respect of each 2026 Annual RSU will vest and become payable in accordance with the service-based vesting
schedule applicable to such Company RSU immediately prior to the Effective Time, subject to the holder of such Company RSU having remained
in continuous service to the Company as an employee or consultant until the applicable vesting date, in accordance with the terms of the
applicable award agreement governing such Company RSU.
Each Director Substitute RSU that was outstanding as of
immediately prior to the Effective Time was cancelled and converted into the right to receive the RSU Consideration with respect to a
portion of the shares of Company Common Stock subject to the award, determined as the product of (i) the total number of shares of Company
Common Stock subject to the Director Substitute RSU as of immediately prior to the Effective Time and (ii) the ratio of (A) the number
of calendar quarters (including the quarter in which the Effective Time occurs) that have elapsed between January 1, 2026 and the Closing
Date to (B) four.
Company PSUs – Completed Performance Periods.
Each performance stock unit of the Company (each, a “Company PSU”) for which the applicable performance period had
been completed as of the Effective Time and that was outstanding and unvested as of immediately prior to the Effective Time automatically,
without any action on the part of Parent, Merger Sub, the Company or the holder thereof, vested and was cancelled and converted into the
right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the Merger
Consideration and (ii) the total number of shares of Company Common Stock subject to such Company PSU as of immediately prior to the Effective
Time (as determined assuming the payout factor applicable to such Company PSUs based on actual performance attained in accordance with
the applicable award agreement governing such Company PSU).
Company PSUs – Uncompleted Performance Periods.
Each Company PSU (including any portion thereof) for which the performance period was not completed at or prior to the Effective Time
and that was outstanding and unvested as of immediately prior to the Effective Time (except with respect to any Company PSU that vests
based on achievement of targets for the average closing price of Company Common Stock (each, a “Company Stock Price PSU”,
as described below) was automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, cancelled
and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the
product of (i) the Merger Consideration and (ii) the total number of shares of Company Common Stock subject to such Company PSU as of
immediately prior to the Effective Time (the “Unvested PSU Consideration”). The Unvested PSU Consideration will vest
and become payable in accordance with the service-based vesting schedule applicable to such Company PSU immediately prior to the Effective
Time, subject to double-trigger accelerated vesting on any termination without cause or resignation for good reason, as such terms are
defined in the Company’s Executive Change in Control Severance Plan, following the Effective Time and prior to the regular vesting
date. For purposes of the immediately preceding clause (ii), the number of shares of Company Common Stock subject to each Company PSU
shall be determined in the manner set forth in the Merger Agreement and the Company Disclosure Letter, including in respect of the applicable
payout factor. For the avoidance of doubt, any Unvested PSU Consideration will not be subject to any performance-based vesting requirements
and will be subject solely to the service-based vesting requirements applicable to the applicable Company PSU as of immediately prior
to the Effective Time.
Company PSUs – Company Stock Price PSUs. Each
Company Stock Price PSU that is outstanding as of immediately prior to the Effective Time was automatically, without any action on the
part of Parent, Merger Sub, the Company or the holder thereof, cancelled and converted into (i) the right to receive an amount in cash,
without interest and subject to applicable withholding taxes, equal to the product of (A) the Merger Consideration and (B) one-third of
the total number of shares of Company Common Stock subject to such Company Stock Price PSU as of immediately prior to the Effective Time
and (ii) with respect to the remaining two-thirds of each such Company Stock Price PSU, was cancelled and converted into the right to
receive, an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (A) the Merger Consideration
and (B) two-thirds of the total number of shares of Company Common Stock subject to such Company Stock Price PSU as of immediately prior
to the Effective Time (the “Unvested Company Stock Price PSU Consideration”), with such Unvested Company Stock Price
PSU Consideration vesting and becoming payable on May 31, 2028, subject to double-trigger accelerated vesting on any termination without
cause or resignation for good reason, as such terms are defined in the Company’s Executive Change in Control Severance Plan, following
the Effective Time and prior to May 31, 2028. For the avoidance of doubt, any Unvested Company Stock Price PSU Consideration
will not be subject to any performance-based vesting requirements and will be subject solely to the service-based vesting requirements
through May 31, 2028.
The foregoing description of the Merger Agreement and the
transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement,
which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 9, 2026, the terms of
which are incorporated herein by reference.
The information in the Introductory Note and Item 1.01
of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current
Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 2.04 | Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
The information set forth in the Introductory Note and
Item 1.01 of this Current Report on Form 8-K, including the information relating to change of control triggering events under the existing
Credit Agreement is incorporated by reference in this Item 2.04.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing. |
In connection with the consummation of the Merger, the
Company notified the New York Stock Exchange (the “NYSE”) on October 14, 2026 that the Merger had been completed and
requested that the trading of the Company Common Stock be suspended and the listing of the Company Common Stock on the NYSE be removed.
The Company has requested that the NYSE file a Form 25 with the Securities and Exchange Commission (the “SEC”) to report
that the Company Common Stock was no longer listed on the NYSE and to deregister the Company Common Stock under Section 12(b) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). After the Form 25 becomes effective, the Company intends to
file with the SEC a Certification and Notification of Termination on Form 15 requesting the termination of registration of the Company
Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13
and 15(d) of the Exchange Act with respect to the Company Common Stock.
The information in the Introductory Note and Item 2.01
of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information in the Introductory Note, Item 2.01, Item
3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
| Item 5.01 | Changes in Control of Registrant. |
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 $3.3 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 this Current Report on Form 8-K and (iii) cash on hand of the Company.
The information in the Introductory Note and in Item 2.01
and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
Effective upon the
consummation of the Merger, Scott Wells ceased to serve as Chief Executive Officer and President and separated from the Company and
its subsidiaries. Effective upon consummation of the Merger, Wade Davis was appointed as President and Chief Executive Officer of
the Company, which will operate as a private standalone company.
Each of W. Benjamin Moreland, John Dionne, Lisa Hammitt,
Andrew Hobson, Timothy P. Jones, Thomas C. King, Joe Marchese, Scott R. Wells, Raymond T. White, and Jinhy Yoon resigned from the Company’s
board of directors and from any and all committees of the board of directors on which they served and ceased to be directors of the Company.
Effective upon consummation of the Merger, Wade Davis, Lynn Feldman, and David Sailer were appointed as directors of the Company.
In addition, at the Effective Time, the Company terminated
the Clear Channel Outdoor Holdings, Inc. 2012 Third Amended and Restated Stock Incentive Plan.
The information in the Introductory Note and in Item 2.01
of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
In connection with the consummation of the Merger, effective
on the Closing Date, the certificate of incorporation and bylaws of the Company were each amended and restated in their entirety. Copies
of the Amended and Restated Certificate of Incorporation of Clear Channel Outdoor Holdings, Inc. as of October 14, 2026 and the Amended
and Restated Bylaws of Clear Channel Outdoor Holdings, Inc. as of October 14, 2026 are filed herewith as Exhibit 3.1 and 3.2, respectively,
and are incorporated herein by reference.
The information in the Introductory Note and Item 2.01
of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
| Item 7.01 | Regulation FD Disclosure. |
On October 14, 2026, the Company and Mubadala Capital issued
a joint press release announcing the consummation of the Merger. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
The information contained in this Item 7.01 and in Exhibit
99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise
subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
Number |
|
Description of Exhibit |
| 2.1* |
|
Agreement and Plan of Merger, dated as of February 9, 2026, by and among Clear Channel Outdoor Holdings, Inc., Madison Parent Inc., and Madison Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Clear Channel Outdoor Holdings, Inc. on February 9, 2026). |
| |
|
|
| 3.1 |
|
Amended and Restated Certificate of Incorporation of Clear Channel Outdoor Holdings, Inc., dated October 14, 2026. |
| |
|
|
| 3.2 |
|
Amended and Restated Bylaws of Clear Channel Outdoor Holdings, Inc., dated October 14, 2026. |
| |
|
|
| 10.1 |
|
Eighth Amendment to Credit Agreement, dated as of August 23, 2019, by and among Clear Channel Outdoor Holdings, Inc., the several lenders from time to time party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent, and each other party thereto, relating to the Company’s Existing Credit Agreement. |
| |
|
|
| 99.1 |
|
Joint Press Release, dated October 14, 2026. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The registrant agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC. |
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 14, 2026 |
By: |
/s/ David Sailer |
| |
|
David Sailer |
| |
|
Chief Financial Officer |
Exhibit 99.1
Clear Channel Outdoor Holdings, Inc. Announces
Completion of Acquisition by Mubadala Capital
SAN ANTONIO, October 14, 2026 – Clear Channel Outdoor
Holdings, Inc. (“Clear Channel” or the “Company”), a leader in U.S. out-of-home advertising, today announced the completion
of its previously announced acquisition by Mubadala Capital. The transaction, valued at approximately $6.2 billion, closed following the
receipt of all applicable regulatory approvals and approval by Clear Channel stockholders.
Concurrent with the completion of the transaction, Wade Davis has become
Chief Executive Officer of the Company, succeeding Scott Wells, who has stepped down from his role as CEO and from the Board of Directors.
Mr. Wells will serve as an advisor to the Company to support a smooth transition. As previously announced, Mr. Davis has also joined the
Board as Executive Chairman.
In addition, John Halley will join Clear Channel as Chief Commercial
Officer, working across all commercial activities.
With the completion of the acquisition, Clear Channel’s common
stock will cease trading and will be delisted from the New York Stock Exchange.
About Wade Davis
Wade Davis is the founder and
Chief Executive Officer of ForgeLight LLC, an operating and investment company focused on the media and consumer technology sectors,
which he established in 2019. Through ForgeLight, he partnered with Searchlight Capital Partners and Liberty Global to acquire a
controlling stake in Univision Communications in December 2020, assuming the role of Chief Executive Officer upon closing. He
subsequently led the landmark merger of Univision with the entertainment assets of Mexico’s Grupo Televisa to create
TelevisaUnivision, the world’s largest Spanish-language media company, and served as its Chief Executive Officer from January
2021 through September 2024. He currently serves as Vice Chairman of the TelevisaUnivision Board of Directors.
Mr. Davis recently served as Executive Chairman
of Lambda Technologies, a leading neo-cloud company building and operating AI factories and is a member of TWG Global’s Merchant Banking
business.
Prior to founding ForgeLight, Mr. Davis served
as Executive Vice President and Chief Financial Officer of Viacom Inc. from November 2012 through December 2019, overseeing the financial
strategy of one of the world’s largest multinational media and entertainment conglomerates. He joined Viacom in 2006 and held a succession
of senior roles in mergers and acquisitions, strategic planning, and corporate development before assuming the CFO position. Before Viacom,
he spent more than a decade as an investment banker focused on the technology and media sectors.
About John Halley
John Halley brings decades of media industry relationships and a proven
track record of driving commercial growth at scale. Most recently, Mr. Halley served as President of Advertising at Paramount Global across
a portfolio that includes CBS, Paramount+, Pluto TV, Nickelodeon, MTV, and Comedy Central. In this role, he led initiatives that redefined
the company’s advertising offering and approach, with a focus on innovative products backed by robust data and measurement, helping to
grow the company’s digital advertising business into a multibillion-dollar platform.
About Clear Channel Outdoor Holdings, Inc.
Clear Channel Outdoor Holdings, Inc. 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.
For further information, please contact:
Clear Channel Outdoor Holdings, Inc.
Investor and media contact:
FGS Global
ClearChannel@fgsglobal.com
About Mubadala Capital
Mubadala Capital is a global alternative asset
management platform that manages, advises, and administers over $755 billion in assets for clients and limited partners through its core
alternatives businesses and strategic partnerships. As a subsidiary of Mubadala Investment Company, Mubadala Capital combines the scale
and stability of sovereign ownership with the agility and focus of a performance-driven global alternative asset management firm.
Mubadala Capital’s core alternatives businesses
manage and invest over $60 billion in assets across private equity, special opportunities with a focus on Brazil, credit, and venture
capital, as well as Solutions and co-investment platforms. Additionally, Mubadala Capital maintains a portfolio of strategic businesses
and partnerships in private wealth, public credit, insurance, and real estate, among other areas.
With more than 250 professionals across offices
in Abu Dhabi, London, New York, Rio de Janeiro, and San Francisco, Mubadala Capital serves as a partner of choice to institutional and
private investors seeking differentiated risk-adjusted returns across private markets.
Mubadala Capital
Media Contact:
Natalia Moreno
Global Head of Communications
nmoreno@mubadalacapital.ae