STOCK TITAN

Clear Channel Outdoor acquired at $2.43 per share

Eligible CCO common shares converted into a right to receive $2.43 each, while the 2028 and 2029 Senior Notes are set for full redemption on October 24, 2026.

(High)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
8-K

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings, Inc. (CCO) was acquired by Madison Parent Inc. on October 14, 2026, and became its wholly owned subsidiary. Each eligible outstanding common share converted into a right to receive $2.43 in cash per share, without interest; approximately $1.3 billion was payable to equityholders at closing. The transaction was valued at approximately $6.2 billion.

Funding included approximately $3.3 billion in equity investments by funds affiliated with MIC Capital Management UK LLP, $100 million of incremental term loans and company cash on hand. Clear Channel deposited approximately $1,872.7 million for interest and full redemption of its 2028 and 2029 Senior Notes on October 24, 2026; the indentures were satisfied and discharged except for provisions that survive under their terms. The revolving credit facility was terminated and its commitment permanently reduced to $0.

Wade Davis became President and Chief Executive Officer, succeeding Scott Wells, and the company will operate as a private standalone company. Clear Channel requested NYSE suspension of trading and removal of its common stock listing; it intends to file Form 15 after Form 25 becomes effective to terminate registration and suspend reporting obligations.

1 point · 1 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

0 major · 0 points

How the balance works

Positive

  • Major point$1.3 billion in merger cash consideration was payable to equityholders at closing. 1.1× market cap

Negative

  • None.

Filing Explained

The note funds were deposited on October fourteenth, with full redemption set for October twenty-fourth.

The merger closed on October 14, 2026; at closing, Clear Channel incurred $100 million of incremental term loans, adding borrowing at the company level. The proceeds funded merger-related payments, other general corporate purposes, and amendment fees, costs and expenses.

The company irrevocably deposited approximately $1,872.7 million for its 2028 and 2029 Senior Notes on October 14, 2026; their indentures were satisfied and discharged, while the notes are to be redeemed in full on October 24, 2026.

At closing, outstanding options with exercise prices below $2.43 per share became cash rights based on the difference between that amount and the exercise price; options priced at or above it were canceled for no consideration.

Outstanding RSUs and PSUs became cash rights tied to $2.43 per underlying share, with some amounts payable only after service vesting; uncompleted-period PSUs no longer require performance-based vesting. For stock-price PSUs, one-third became a cash right at closing, while the remaining two-thirds are payable on May 31, 2028, subject to service vesting.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 1.02 Termination of a Material Definitive Agreement Business
A significant contract was terminated, which may affect business operations or revenue.
Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial
An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.01 Changes in Control of Registrant Governance
A change in control of the company occurred, such as through a merger, takeover, or management buyout.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Merger consideration per share $2.43 per share Cash amount eligible outstanding common shares converted into a right to receive
Cash consideration to equityholders Approximately $1.3 billion Payable at closing
Transaction value Approximately $6.2 billion Acquisition transaction
Equity investments Approximately $3.3 billion Investments by funds affiliated with MIC Capital Management UK LLP
Incremental term loans $100 million Proceeds used for merger payments, general corporate purposes and amendment-related costs
Funds deposited for Senior Notes Approximately $1,872.7 million Deposited October 14, 2026, for interest and redemption payments
Revolving Credit Facility commitment $0 Terminated in full and permanently reduced effective October 14, 2026
incremental term loans financial
"incurred $100 million of incremental term loans"
Additional borrowings added onto an existing term loan facility as one or more extra tranches, often with their own size, interest rate, and repayment schedule but governed by the same loan agreement. Think of it like taking out an extra mortgage slice on top of an existing mortgage to fund a specific need; for investors, incremental term loans change a company’s total debt, interest costs and repayment schedule, and can affect credit metrics and lender covenants.
appraisal rights regulatory
"properly exercised, and did not withdraw or lose, appraisal rights"
A legal right that lets shareholders who dislike the price or terms of a buyout, merger or other major corporate change ask for an independent determination of the fair value of their shares instead of accepting the deal price. Think of it like asking a neutral referee to set the payout if you believe the offered price is too low. For investors, appraisal rights can provide a way to recover a higher cash value but can be slow, costly and create uncertainty around deal outcomes.
double-trigger accelerated vesting financial
"subject to double-trigger accelerated vesting on any termination"
satisfied and discharged regulatory
"were each satisfied and discharged in accordance with their terms"
Form 25 regulatory
"requested that the NYSE file a Form 25"
A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much will CCO shareholders receive in the acquisition?

Each eligible outstanding common share converted into a right to receive $2.43 in cash per share, without interest. Approximately $1.3 billion in cash consideration was payable to equityholders at closing.

When will CCO's senior notes be redeemed?

Clear Channel deposited approximately $1,872.7 million with a trustee for the interest payment due October 15, 2026, and the redemption price of its 2028 and 2029 Senior Notes. Both series are to be redeemed in full on October 24, 2026, at 100% of principal plus accrued and unpaid interest to, but excluding, the redemption date.

What happens to CCO stock options in the merger?

Options with exercise prices below $2.43 per share converted into rights to cash based on the excess of $2.43 over the exercise price. Options with exercise prices equal to or greater than $2.43 per share were canceled and forfeited for no consideration.

Who is joining CCO as chief commercial officer?

John Halley will join Clear Channel as Chief Commercial Officer, working across all commercial activities.

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

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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 1.01Entry 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 1.02Termination 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.

 

1

 

Item 2.01Completion 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.

  

2

 

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 2.03Creation 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 2.04Triggering 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 3.01Notice 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.

 

3

 

Item 3.03Material 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 5.01Changes 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 5.02Departure 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 5.03Amendments 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 7.01Regulation 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.

 

4

 

Item 9.01Financial 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.

 

5

 

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

 

6

 

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

 

 

 

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