Clear Channel Outdoor to be acquired by Mubadala Capital/TWG for $2.43 per share in cash

Clear Channel Outdoor Holdings, Inc.

Per share cash consideration $2.43; go-shop period allows soliciting superior proposals until March 26, 2026.
Merger requires stockholder vote, HSR and CFIUS clearance; termination fee for Company $39.8M, for Parent $92.9M.
Equity commitments up to $3.3B and debt bridge facility up to $3.369B secured to fund transaction.
Named executives receive retention bonuses: Scott Wells $660K, David Sailer and Lynn Feldman $412.5K each, Jason Dilger $174K.
Support agreements with funds affiliated with Legion Partners, Ares Management, PIMCO, and Arturo Moreno to vote in favor.

item 1.01 item 5.02 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Clear Channel Outdoor Holdings, Inc. entered into Agreement and Plan of Merger with Madison Parent Inc. and Madison Merger Sub Inc. (effective 2026-02-09).

Action: entry
Agreement: merger
Counterparty: Madison Parent Inc. and Madison Merger Sub Inc.
Effective: 2026-02-09

Exact text from the filing

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 a wholly owned subsidiary of Parent (“ Merger Sub ”), pursuant to which the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital (“ Mubadala Capital ”), in partnership with TWG Global (“ TWG ” and, together with Mubadala Capital, the “ Consortium ”).

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Clear Channel Outdoor Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-26-043066

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