US Market News
1月前
Clear Channel Outdoor Holdings, Inc. Reports Results for the First Quarter of 2026May 6, 2026 6:00 AM
PR Newswire (US) SAN ANTONIO, May 6, 2026 /PRNewswire/ -- Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the "Company") today reported financial results for the quarter ended March 31, 2026.Pending Take-Private Merger:On February 9, 2026, the Company entered into a definitive agreement (the "Merger Agreement") to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global (the "Merger"). Under the terms of the Merger Agreement, the consortium will acquire all outstanding shares of the Company's common stock (subject to certain exceptions), with the Company's common stockholders receiving $2.43 per share in cash.The Merger is expected to close by the end of the third quarter of 2026, subject to the satisfaction of customary closing conditions, including receipt of required stockholder and regulatory approvals, such as review by the Committee on Foreign Investment in the United States. The applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired on April 9, 2026. Upon consummation of the Merger, the Company's common stock will no longer be listed for trading on any public market.In April 2026, the Company filed a definitive proxy statement with the Securities and Exchange Commission ("SEC") relating to the Merger, and a special meeting of stockholders is scheduled to be held on May 12, 2026 (subject to adjournment or postponement) to consider and vote on the adoption of the Merger Agreement.In light of the Merger, the Company will not host a public earnings conference call or webcast and is not providing financial guidance.Financial Highlights:Financial highlights for the first quarter of 2026 compared to the same period in 2025:(In thousands)Three Months EndedMarch 31,
%Change
2026
2025
Consolidated revenue$ 373,864
$ 334,180
11.9 %Loss from continuing operations(49,447)
(55,302)
(10.6) %Consolidated net income (loss)1,2(47,994)
63,213
NM Adjusted EBITDA3103,847
79,257
31.0 %AFFO36,538
(22,863)
NM
1Includes income from discontinued operations.2Percentage changes that are not meaningful have been designated as "NM." 3This is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for additional information.Results:Revenue:(In thousands)Three Months EndedMarch 31,
%Change
2026
2025
Revenue:
America$ 278,487
$ 254,193
9.6 %Airports95,226
79,983
19.1 %Other151
4
Consolidated Revenue $ 373,864
$ 334,180
11.9 %Revenue for the first quarter of 2026 compared to the same period in 2025:America: Revenue up 9.6%:Growth across multiple markets, led by the San Francisco/Bay Area, reflecting strong demand from technology advertisers and the impact of Super Bowl LXHigher print and digital billboard revenue, reflecting higher advertiser demand and new inventory; digital revenue up 10.7% to $99.3 million (from $89.6 million)National sales represented 31.1% of America revenueAirports: Revenue up 19.1%:Strong performance at San Francisco International Airport, reflecting the impact of Super Bowl LX, higher demand from technology advertisers and increased conference activityGrowth driven by both digital and print revenue; digital revenue up 20.0% to $59.1 million (from $49.3 million)National sales represented 58.4% of Airports revenueDirect Operating and SG&A Expenses1:(In thousands)Three Months EndedMarch 31,
%Change
2026
2025
Direct operating and SG&A expenses:America$ 173,962
$ 166,327
4.6 %Airports72,300
65,670
10.1 %Other432
194
Consolidated Direct operating and SG&A expenses2 $ 246,694
$ 232,191
6.2 %
1 "Direct operating and SG&A expenses" as presented throughout this earnings release refers to the sum of direct operating expenses and selling, general and administrative expenses.2Includes restructuring and other costs of $0.2 million during the three months ended March 31, 2026.Direct operating and SG&A expenses for the first quarter of 2026 compared to the same period in 2025:America: Direct operating and SG&A expenses up 4.6%:Site lease expense up 4.9% to $92.6 million (from $88.3 million), driven by higher revenueHigher employee compensation from incentive-based pay and higher credit loss expense, partially offset by lower payment processing feesAirports: Direct operating and SG&A expenses up 10.1%:Site lease expense up 10.2% to $56.5 million (from $51.2 million), reflecting higher minimum guaranteed payments under certain contracts and the renewal contract with the Metropolitan Washington Airports AuthoritySegment Adjusted EBITDA1:(In thousands)Three Months EndedMarch 31,
%Change
2026
2025
America Segment Adjusted EBITDA $ 104,702
$ 87,871
19.2 %Airports Segment Adjusted EBITDA22,926
14,313
60.2 %
1Segment Adjusted EBITDA is a GAAP financial measure calculated as Revenue less Direct operating expenses and SG&A expenses, excluding restructuring and other costs. See "Supplemental Disclosures" section herein for additional information.Corporate Expenses:(In thousands)Three Months EndedMarch 31,
%Change
2026
2025
Corporate expenses1$ 30,818
$ 19,780
55.8 %Adjusted Corporate expenses2 23,500
22,737
3.4 %
1Includes restructuring and other costs (reversals), net, of $1.5 million and $(8.4) million during the three months ended March 31, 2026 and 2025, respectively.2Adjusted Corporate expenses is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for additional information, including for a reconciliation of Corporate expenses to Adjusted Corporate expenses.Corporate expenses and Adjusted Corporate expenses for the first quarter of 2026 compared to the same period in 2025:Corporate expenses up 55.8%, primarily reflecting the non-recurrence of $9.9 million of insurance proceeds recognized in the prior-year period related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matterAdjusted Corporate expenses up 3.4%, reflecting higher employee compensation related to insurance benefitsCapital Expenditures:(In thousands)Three Months EndedMarch 31,
%Change
2026
2025
Capital expenditures:America$ 7,916
$ 9,819
(19.4) %Airports3,734
2,234
67.1 %Other31
12
Corporate877
1,166
(24.8) %Consolidated capital expenditures $ 12,558
$ 13,231
(5.1) %Markets and Displays:As of March 31, 2026, we operated more than 64,400 print and digital out-of-home displays and had a presence in 81 U.S. Designated Market Areas ("DMAs"), including 43 of the top 50 U.S. markets.
Net digital
displays added
(removed) in the
first quarter
Total number of displays as of March 31, 2026
Digital
Printed
TotalAmerica1:
Billboards227
2,028
32,210
34,238Other displays3(2)
530
17,876
18,406Airports4(32)
2,551
9,240
11,791Total displays (7)
5,109
59,326
64,435
1As of March 31, 2026, our America segment had a presence in 28 U.S. DMAs.2Billboards includes bulletins, posters, spectaculars and wallscapes.3Other displays includes street furniture and transit displays. The increase in printed displays during the first quarter primarily reflects the addition of displays under a new transit advertising contract.4As of March 31, 2026, our Airports segment operated displays across a focused portfolio of more than 60 commercial airports, as well as a number of private airports, primarily in the U.S., with a limited presence in the Caribbean. Net digital display reductions during the quarter primarily reflect temporary removals related to airport redevelopment and construction activity.Liquidity and Financial Position: Cash and Cash Equivalents:As of March 31, 2026, we had $195.5 million of cash and cash equivalents, including $13.0 million held by discontinued operations in Spain and $6.2 million held by continuing operations subsidiaries outside the U.S.The following table summarizes our consolidated cash flows for the three months ended March 31, 2026, including both continuing and discontinued operations:(In thousands)Three Months EndedMarch 31, 2026Net cash provided by operating activities1$ 3,229Net cash used for investing activities2(17,295)Net cash used for financing activities(325)Effect of exchange rate changes on cash, cash equivalents and restricted cash (666)Net decrease in cash, cash equivalents and restricted cash$ (15,057)
Cash paid for interest$ 93,912Cash paid for income taxes, net of refunds$ 72
1Includes payment of $10.6 million for transaction costs related to the Merger.2Primarily includes $16.0 million of capital expenditures (including $3.4 million for discontinued operations).Debt:Based on our outstanding indebtedness as of March 31, 2026, we expect to pay approximately $308 million of cash interest for the remainder of 2026 and approximately $391 million in 2027. These estimates reflect our capital structure as of March 31, 2026 and assume no debt prepayments, repurchases, refinancings or issuances. They do not reflect the impact of any potential financing transactions that may occur in connection with or following the consummation of the pending Merger.Our next significant debt maturities occur in 2028, when $899.3 million of 7.750% Senior Notes and $425.0 million under our Term Loan Facility become due. For additional details on our long-term debt, refer to Table 3 in this earnings release.In April 2026, we amended the indentures governing our senior secured notes and the credit agreement governing our Term Loan Facility and Revolving Credit Facility to provide that the Merger will not constitute a change of control under such documents and to add or amend certain related defined terms. These amendments are effective but will become operative only upon consummation of the Merger and will cease to be effective if the Merger is not completed.TABLE 1 - Financial Highlights of Clear Channel Outdoor Holdings, Inc. and its Subsidiaries:(In thousands)Three Months EndedMarch 31,
2026
2025Revenue$ 373,864
$ 334,180Operating expenses:
Direct operating expenses180,102
168,529Selling, general and administrative expenses66,592
63,662Corporate expenses30,818
19,780Depreciation and amortization41,523
43,004Other operating expense (income), net115,346
(5,785)Operating income39,483
44,990Interest expense, net(98,498)
(99,361)Other income, net741
249Loss from continuing operations before income taxes(58,274)
(54,122)Income tax benefit (expense) attributable to continuing operations 8,827
(1,180)Loss from continuing operations(49,447)
(55,302)Income from discontinued operations21,453
118,515Consolidated net income (loss)(47,994)
63,213Less: Net income attributable to noncontrolling interests600
704Net income (loss) attributable to the Company$ (48,594)
$ 62,509
1Other operating expense (income), net, for the three months ended March 31, 2026 includes $15.8 million of transaction costs, primarily related to the Merger.2Income from discontinued operations for the three months ended March 31, 2025 includes a $139.6 million gain on the sale of our former Europe-North segment and Latin American businesses.Weighted Average Shares Outstanding(In thousands)Three Months EndedMarch 31,
2026
2025Weighted average common shares outstanding – Basic and Diluted 498,488
490,332TABLE 2 - Selected Balance Sheet Information:(In thousands)March 31,
2026
December 31,
2025Cash and cash equivalents$ 182,421
$ 190,022Total current assets1733,768
793,194Property, plant and equipment, net432,463
441,823Total assets13,723,456
3,828,875Current liabilities (excluding current portion of long-term debt)2 585,782
617,782Long-term debt (including current portion of long-term debt)5,105,290
5,102,993Stockholders' deficit(3,438,349)
(3,394,368)
1Total current assets and total assets include assets of discontinued operations of $176.8 million and $202.7 million as of March 31, 2026 and December 31, 2025, respectively.2Current liabilities include liabilities of discontinued operations of $86.9 million and $99.3 million as of March 31, 2026 and December 31, 2025, respectively.TABLE 3 - Total Debt:(In thousands)Maturity
March 31,
2026
December 31,
2025Receivables-Based Credit Facility1June 2030
$ —
$ —Revolving Credit Facility2June 2030
—
—Term Loan FacilityAugust 2028
425,000
425,000Clear Channel Outdoor Holdings 7.875% Senior Secured Notes April 2030
865,000
865,000Clear Channel Outdoor Holdings 7.125% Senior Secured NotesFebruary 2031
1,150,000
1,150,000Clear Channel Outdoor Holdings 7.500% Senior Secured NotesMarch 2033
900,000
900,000Clear Channel Outdoor Holdings 7.750% Senior NotesApril 2028
899,311
899,311Clear Channel Outdoor Holdings 7.500% Senior NotesJune 2029
905,950
905,950Finance leases
3,564
3,636Original issue discount
(3,289)
(3,605)Long-term debt fees
(40,246)
(42,299)Total debt
5,105,290
5,102,993Less: Cash and cash equivalents
(182,421)
(190,022)Net debt
$ 4,922,869
$ 4,912,971
1As of March 31, 2026, we had $88.5 million of letters of credit outstanding and $111.5 million of excess availability under the Receivables-Based Credit Facility.2As of March 31, 2026, we had a $7.0 million letter of credit outstanding related to our business in Spain and $93.0 million of excess availability under the Revolving Credit Facility.Supplemental Disclosures:Reportable Segments and Segment Adjusted EBITDAThe Company operates two reportable segments: America (which includes our U.S. roadside billboard and street furniture advertising operations) and Airports (which includes our U.S. and Caribbean airport advertising operations), with remaining operations in Singapore reported as "Other."Segment Adjusted EBITDA is the profitability metric reported to the Company's Chief Operating Decision Maker (the Company's President and Chief Executive Officer) for purposes of allocating resources and assessing segment performance. As such, it is the measure of segment profit for the Company under U.S. generally accepted accounting principles ("GAAP"). Segment Adjusted EBITDA is calculated as revenue less direct operating expenses and selling, general and administrative expenses, excluding restructuring and other costs. Restructuring and other costs include costs associated with cost-saving initiatives such as severance, consulting and termination costs, and other special costs.Non-GAAP Financial InformationThis earnings release includes information that does not conform to GAAP, including Adjusted EBITDA, Adjusted Corporate expenses, Funds From Operations ("FFO") and Adjusted Funds From Operations ("AFFO"). The Company believes these non-GAAP measures provide investors with useful insights into its operating performance, particularly when comparing to other out-of-home advertisers, as these measures are widely used within the industry. Please refer to the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures below.The Company defines and uses these non-GAAP measures as follows:Adjusted EBITDA is defined as income (loss) from continuing operations, plus: income tax expense (benefit) attributable to continuing operations; non-operating expenses (income), including interest expense, net, and other expense (income), net; other operating expense (income), net; depreciation, amortization and impairment charges; share-based compensation expense; and restructuring and other costs, which include costs associated with cost-saving initiatives such as severance, consulting and termination costs, and other special costs.The Company uses Adjusted EBITDA to plan and forecast for future periods and as a key performance measure for executive compensation. The Company believes Adjusted EBITDA allows investors to assess the Company's performance in a way that is consistent with management's approach and facilitates comparisons to other companies with different capital structures or tax rates. Additionally, the Company believes Adjusted EBITDA is commonly used by investors, analysts and peers in the industry for valuation and performance comparisons.Adjusted Corporate expenses is defined as corporate expenses excluding share-based compensation and restructuring and other costs. The Company uses Adjusted Corporate expenses to evaluate core corporate spending and for planning and forecasting purposes.FFO is defined in accordance with the National Association of Real Estate Investment Trusts ("Nareit") as consolidated net income (loss) before: depreciation, amortization and impairment of real estate; gains or losses from the disposition of real estate; and adjustments to eliminate unconsolidated affiliates and noncontrolling interests.AFFO is defined as FFO excluding discontinued operations and before adjustments for continuing operations, including: maintenance capital expenditures; straight-line rent effects; depreciation, amortization and impairment of non-real estate; amortization of deferred financing costs and note discounts; share-based compensation; deferred income taxes; restructuring and other costs; transaction costs; and other items, such as adjustments for unconsolidated affiliates and noncontrolling interests and gains or losses from the disposition of non-real estate.Although the Company is not a Real Estate Investment Trust ("REIT"), it competes directly with REITs that present the non-GAAP measures of FFO and AFFO. Therefore, the Company believes that presenting these measures helps investors evaluate its performance on the same terms as its direct competitors. The Company calculates FFO in accordance with Nareit's definition, which does not restrict its use to REITs. Additionally, the Company believes FFO and AFFO are already commonly used by investors, analysts and competitors in the industry for valuation and performance comparisons.The Company does not use, and you should not use, FFO and AFFO as indicators of the Company's ability to fund its cash needs, pay dividends or make other distributions. Since the Company is not a REIT, it has no obligation to pay dividends and does not intend to do so in the foreseeable future. Moreover, the presentation of these measures should not be construed as an indication that the Company is currently in a position to convert into a REIT.These non-GAAP financial measures should not be considered in isolation or as substitutes for the most directly comparable GAAP measures as an indicator of operating performance or the Company's ability to fund its cash needs. In addition, these measures may not be comparable to similarly named measures presented by other companies.See reconciliations of loss from continuing operations to Adjusted EBITDA, corporate expenses to Adjusted Corporate expenses, and consolidated net income (loss) to FFO and AFFO in the tables below.This information should be read in conjunction with the Company's most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, available on the Investor Relations page of the Company's website at investor.clearchannel.com.Reconciliation of Loss from Continuing Operations to Adjusted EBITDA
Three Months EndedMarch 31,(in thousands)2026
2025Loss from continuing operations$ (49,447)
$ (55,302)Adjustments:
Income tax expense (benefit) attributable to continuing operations (8,827)
1,180Other income, net(741)
(249)Interest expense, net98,498
99,361Other operating expense (income), net115,346
(5,785)Depreciation and amortization41,523
43,004Share-based compensation5,846
5,424Restructuring and other costs (reversals), net21,649
(8,376)Adjusted EBITDA$ 103,847
$ 79,257
1Other operating expense (income), net, for the three months ended March 31, 2026 includes $15.8 million of transaction costs, primarily related to the Merger.2Restructuring and other costs (reversals), net, for the three months ended March 31, 2025 includes $9.9 million in insurance proceeds related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter.Reconciliation of Corporate Expenses to Adjusted Corporate Expenses
Three Months EndedMarch 31,(in thousands)2026
2025Corporate expenses$ 30,818
$ 19,780Less adjustments:
Share-based compensation5,846
5,424Restructuring and other costs (reversals), net1 1,472
(8,381)Adjusted Corporate expenses$ 23,500
$ 22,737
1Restructuring and other costs (reversals), net, for the three months ended March 31, 2025 includes $9.9 million in insurance proceeds related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter.Reconciliation of Consolidated Net Income (Loss) to FFO and AFFO
Three Months EndedMarch 31,(in thousands)2026
2025Consolidated net income (loss)$ (47,994)
$ 63,213Depreciation and amortization of real estate36,821
38,394Net loss (gain) on disposition of real estate (excludes condemnation proceeds)1 521
(138,423)Adjustment for unconsolidated affiliates and non-controlling interests(904)
(1,115)Funds From Operations (FFO)(11,556)
(37,931)Less: FFO from discontinued operations1,072
(19,651)FFO from continuing operations(12,628)
(18,280)Capital expenditures–maintenance(2,677)
(4,501)Straight-line rent effect1,583
(2,089)Depreciation and amortization of non-real estate4,702
4,610Amortization of deferred financing costs and note discounts2,462
2,367Share-based compensation5,846
5,424Deferred income taxes(9,961)
(36)Restructuring and other costs (reversals), net21,649
(8,376)Transaction costs315,762
596Other items, net(200)
(2,578)Adjusted Funds From Operations (AFFO)$ 6,538
$ (22,863)
1Net loss (gain) on disposition of real estate for the three months ended March 31, 2025 includes a gain of $139.6 million on the sale of our former Europe-North segment and Latin American businesses.2Restructuring and other costs (reversals), net, for the three months ended March 31, 2025 includes $9.9 million in insurance proceeds related to the ongoing process to recover certain amounts previously incurred in connection with a resolved legal matter.3Transaction costs for the three months ended March 31, 2026 primarily includes transaction costs related to the Merger, while transaction costs for the three months ended March 31, 2025 were related to structural initiatives and financial advisory services.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. Our dynamic advertising platform is broadening the pool of advertisers using our 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 our diverse portfolio of assets, we connect advertisers with millions of consumers every month.Cautionary Statement Concerning Forward-Looking StatementsCertain statements in this earnings release are considered "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Clear Channel Outdoor Holdings, Inc. and its subsidiaries (the "Company") to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Words such as "will," "expect," "estimate," "believe," "plan," "anticipate," "may," "could" and similar terms are used to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements, including, but not limited to: statements regarding the Merger, stockholder approval for the Merger, any expected timetable for completing the Merger (including whether the Merger is consummated in a timely manner or at all), and the expected benefits of the Merger; our business plans and strategies and the expected benefits of business initiatives; the effects of geopolitical developments and tariffs on the macroeconomic environment; expectations regarding the pending sale of our business in Spain, including the anticipated proceeds and use of those proceeds; expectations about certain markets and potential improvements; industry and market trends; expectations surrounding our cash flow and liquidity; and our ability to retain new and existing customers and maintain bookings. These statements are not guarantees of future performance and are subject to risks and uncertainties, some of which are beyond our control and difficult to predict.Various risks that could cause actual results to differ from those expressed by the forward-looking statements included in this earnings release include, but are not limited to: uncertainties associated with the proposed Merger, including the failure to receive the requisite stockholder approval (including through the special meeting of stockholders) or consummate the Merger in a timely manner or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring us 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 our common stock and obtaining required regulatory approvals; the risk that restrictions on the operation of our business during the pendency of the Merger may impact our ability to pursue certain business opportunities or strategic transactions or undertake certain actions we might otherwise have taken; litigation relating to, or other unexpected costs resulting from, the Merger; continued economic uncertainty, an economic slowdown or recession, or other macroeconomic factors, including as a result of geopolitical developments, increased tariffs and retaliatory trade regulations and policies; our ability to service our debt obligations and to fund our operations and capital expenditures; the impact of our substantial indebtedness; the difficulty, cost and time required to implement our strategy, and the fact that we may not realize the anticipated benefits therefrom fully or at all; our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords and on favorable terms; competition; regulations, consumer concerns and other challenges regarding privacy, digital services, data protection, cybersecurity and the use of artificial intelligence; a breach of our information security measures; legislative or regulatory requirements; restrictions on out-of-home advertising of certain products; environmental, health, safety and land use laws and regulations, as well as various actual and proposed changes to sustainability laws and regulations; the impact of strategic transactions that we have pursued in the past and may, if we do not consummate the Merger, pursue in the future; uncertainties regarding the consummation of the sale of our business in Spain; third-party claims or actions against us or our suppliers; volatility of our stock price; the impacts on our stock price as a result of future sales of common stock if we remain a public company, or the perception thereof, and dilution resulting from additional capital raised through the sale of our common stock or other equity-linked instruments; our ability to continue to comply with the applicable listing standards of the New York Stock Exchange if the Merger is not consummated and we remain a public company; the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business; the effect of credit ratings downgrades; our dependence on our senior management team and other key individuals and any failure to retain them in light of the Merger; continued scrutiny and changing expectations from government regulators, municipalities, investors, lenders, customers, activists and other stakeholders; and other factors set forth in our filings with the SEC. You should not place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this earnings release. For a more comprehensive discussion of risks, refer to "Item 1A. Risk Factors" of the Company's reports filed with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The Company does not undertake any obligation to update or revise any forward-looking statements because of new information, future events or otherwise, except as required by law. View original content to download multimedia:https://www.prnewswire.com/news-releases/clear-channel-outdoor-holdings-inc-reports-results-for-the-first-quarter-of-2026-302763444.htmlSOURCE Clear Channel Outdoor Original: Clear Channel Outdoor Holdings, Inc. Reports Results for the First Quarter of 2026
US Market News
2月前
Clear Channel Outdoor Holdings, Inc. Commences Consent Solicitation Relating to its Senior Secured NotesApril 6, 2026 7:00 AM
PR Newswire (US)
SAN ANTONIO, April 6, 2026 /PRNewswire/ -- Clear Channel Outdoor Holdings, Inc. ("Clear Channel" or the "Company") (NYSE: CCO) announced today that it has commenced a consent solicitation (the "Consent Solicitation") with respect to 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), to approve certain Proposed Amendments (as defined below) to the indentures governing the Senior Secured Notes (each, an "Indenture" and, together, the "Indentures").As previously disclosed, on February 9, 2026, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with 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. The consummation of the Merger would constitute a "Change of Control" under each Indenture and, absent an amendment of each Indenture, would require the Company to make a "Change of Control Offer" to repurchase the Senior Secured Notes at 101% of the principal amount of the Senior Secured Notes plus accrued and unpaid interest.The purpose of the Consent Solicitation is to (i) amend the definition of "Change of Control" in each of the Indentures to provide that the Merger and the other transactions contemplated by the Merger Agreement do not constitute a "Change of Control", (ii) amend the definition of "Permitted Holder" in each of the Indentures to provide that certain investment funds affiliated with Mubadala Capital LLC and TWG Global LLC and their related investment vehicles shall be "Permitted Holders" and (iii) waive any and all Defaults or Events of Default under each Indenture that may arise as a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement (collectively, the "Proposed Amendments"). Except for the Proposed Amendments, all existing terms of the Senior Secured Notes and the Indentures will remain unchanged.The Consent Solicitation is being made in accordance with the terms and subject to the conditions set forth in a Consent Solicitation Statement, dated April 6, 2026 (as it may be amended or supplemented from time to time, the "Consent Solicitation Statement").The Consent Solicitation is scheduled to expire at 5:00 p.m., New York City time, on April 10, 2026, or such later time and date to which such Consent Solicitation is extended (such time and date, as it may be extended with respect to any series of Senior Secured Notes, the "Expiration Time"). A holder may validly revoke its consent with respect to a series of Senior Secured Notes prior to the earlier of the Effective Time (as defined herein) and the Expiration Time with respect to such series of Senior Secured Notes (the "Revocation Deadline"), as described in the Consent Solicitation Statement.Pursuant to the terms and conditions described in the Consent Solicitation Statement:holders of the Company's 7.875% Senior Secured Notes due 2030 who validly deliver consents to the Proposed Amendments prior to the Expiration Time (and do not validly revoke such consents prior to the applicable Revocation Deadline) are entitled to receive their pro rata portion of an aggregate cash payment of $2,162,500,holders of the Company's 7.125% Senior Secured Notes due 2031 who validly deliver consents to the Proposed Amendments prior to the Expiration Time (and do not validly revoke such consents prior to the applicable Revocation Deadline) are entitled to receive their pro rata portion of an aggregate cash payment of $2,875,000, andholders of the Company's 7.500% Senior Secured Notes due 2033 who validly deliver consents to the Proposed Amendments prior to the Expiration Time (and do not validly revoke such consents prior to the applicable Revocation Deadline) are entitled to receive their pro rata portion of an aggregate cash payment of $2,250,000(collectively, the "Consent Payment"). Holders who deliver consents after the Expiration Time will not receive the Consent Payment. The payment of the Consent Payment to the consenting holders of each series of Senior Secured Notes is contingent upon the satisfaction or waiver of the Consent Payment Conditions (as defined in the Consent Solicitation Statement), including obtaining the Requisite Consent (as defined below) for such series and the consummation of the Merger. Holders who have validly delivered their consents prior to the applicable Expiration Time but who have validly revoked their consents prior to the applicable Revocation Deadline will not be eligible to receive the Consent Payment unless they validly deliver their consents again prior to such Expiration Time, and do not validly revoke their consents again prior to such Revocation Deadline. The Merger is currently expected to close by the end of the third quarter of 2026, subject to satisfaction of certain closing conditions.The Proposed Amendments must be consented to by holders representing a majority of the outstanding aggregate principal amount of the Senior Secured Notes of such series (excluding Senior Secured Notes beneficially owned by the Company or any of its affiliates) pursuant to the applicable Indenture (the "Requisite Consent").The Proposed Amendments will become effective with respect to a series of Senior Secured Notes upon receipt of the Requisite Consent for such series and the execution of a supplemental indenture with respect to such series (the "Effective Time"), which may occur prior to the Expiration Time if the Requisite Consent is received before then and holders will not be given prior notice of the Effective Time. Upon receipt of the Requisite Consent for a series of Senior Secured Notes, the Company and the guarantors party to the applicable Indenture intend to execute a supplemental indenture to such Indenture governing the Senior Secured Notes of such series, and will deliver the supplemental indenture to the trustee for execution in accordance with the Indenture. No consents may be revoked after the Revocation Deadline. The Proposed Amendments will become operative immediately prior to consummation of the Merger. Upon the Proposed Amendments becoming effective and operative with respect to a series of Senior Secured Notes, all holders of the Senior Secured Notes of such series would be bound by the terms thereof, even if they did not deliver consents to the Proposed Amendments. The supplemental indenture for a series of Senior Secured Notes will terminate upon written notice to the applicable trustee that the Consent Payment has not been made in connection with the consummation of the Merger in accordance with the terms of the Consent Solicitation Statement.If the Merger Agreement is terminated and the Merger is not consummated, the Proposed Amendments will automatically cease to be effective, the Proposed Amendments will not become operative and no Consent Payment will be made.The Proposed Amendments becoming operative is not a condition to the completion of the Merger. If the Requisite Consent is not obtained for any series of Senior Secured Notes by the Expiration Time, the Company will be required under the applicable Indenture to make a Change of Control Offer in respect of the Senior Secured Notes of such series within 30 days following the consummation of the Merger, at a price in cash equal to 101% of the aggregate principal amount of the Senior Secured Notes, plus any accrued and unpaid interest up to the date of purchase.The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement that is being sent to the holders of each series of the Senior Secured Notes. Clear Channel may extend, amend or terminate the Consent Solicitation with respect to a series of Senior Secured Notes at any time and from time to time as described in the Consent Solicitation Statement.J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are serving as solicitation agents (the "Solicitation Agents") in connection with the Consent Solicitation. Questions regarding the terms of the Consent Solicitation may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (Toll-Free) or (212) 834-7489 (Collect). D.F. King & Co., Inc. is serving as the information agent and tabulation agent (the "Information and Tabulation Agent") in connection with the Consent Solicitation. Questions or requests for assistance in completing and delivering a consent or requests for copies of the Consent Solicitation Statement may be directed to D.F. King & Co., Inc. as Information and Tabulation Agent 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 the 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 is being 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. No recommendation is made, or has been authorized to be made, as to whether or not holders of Senior Secured Notes should consent to the adoption of the Proposed Amendments pursuant to the Consent Solicitation. Each holder of Senior Secured Notes must make its own decision as to whether to give its consent to the Proposed Amendments.The Consent Solicitation is not being made in any jurisdiction in which the making thereof would not be in compliance with the applicable laws of such jurisdiction. In any jurisdiction in which the Consent Solicitation is required to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on behalf of the Company by one or more registered brokers or dealers licensed under the laws of such jurisdiction.None of the Company, the Solicitation Agents or the Information and Tabulation Agent makes any recommendation in connection with the Consent Solicitation. Subject to applicable law, the Company may amend, extend or terminate the Consent Solicitation.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 StatementsCertain 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 (the "Annual Report"), 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.Additional Information and Where to Find ItThis press release is being made in respect of the proposed Merger and related transactions (collectively, the "proposed transaction") involving the Company and an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital LLC, in partnership with TWG Global LLC. In accordance with the Merger Agreement, a special meeting of stockholders of Clear Channel (the "Special Meeting") will be held to seek stockholder approval in connection with the proposed transaction. Clear Channel intends to file relevant materials with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to Clear Channel's stockholders. This press release is not a substitute for the definitive proxy statement or any other document that may be filed by Clear Channel with the SEC.BEFORE MAKING ANY DECISION, CLEAR CHANNEL STOCKHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.Any vote in respect of resolutions to be proposed at the Special Meeting to approve the proposed transaction or other proposals in relation to the proposed transaction should be made only on the basis of the information contained in Clear Channel's proxy statement. You will be able to obtain a free copy of the definitive proxy statement and other related documents (when available) filed by Clear Channel with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of Clear Channel's website at https://investor.clearchannel.com/.Participants in the SolicitationClear Channel and its directors and executive officers and certain of its employees may be deemed to be participants in the solicitation of proxies from Clear Channel's stockholders in connection with the proposed transaction. Information regarding Clear Channel's directors and executive officers is set forth under the captions "Directors," "Compensation Discussion and Analysis," "Our NEOs," "Compensation Committee Report," "Executive Compensation Tables," "Director Compensation" and "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters" in Clear Channel's Annual Report and in the definitive proxy statement with respect to the Special Meeting. To the extent the holdings of Clear Channel's securities by its directors or executive officers have changed since the amounts set forth in the Annual Report or, when available, the definitive proxy statement with respect to the Special Meeting, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC.These documents may be obtained free of charge from the SEC's website at www.sec.gov or by accessing the Investor Relations section of Clear Channel's website at https://investor.clearchannel.com/. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the definitive proxy statement that Clear Channel expects to file in connection with the proposed transaction and other relevant materials Clear Channel may file with the SEC.
View original content to download multimedia:https://www.prnewswire.com/news-releases/clear-channel-outdoor-holdings-inc-commences-consent-solicitation-relating-to-its-senior-secured-notes-302734005.htmlSOURCE Clear Channel Outdoor
Original: Clear Channel Outdoor Holdings, Inc. Commences Consent Solicitation Relating to its Senior Secured Notes
US Market News
3月前
Clear Channel Outdoor Holdings, Inc. Reports Results for the Fourth Quarter and Full Year of 2025February 26, 2026 6:00 AM
PR Newswire (US)
SAN ANTONIO, Feb. 26, 2026 /PRNewswire/ -- Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the "Company") today reported financial results for the quarter and year ended December 31, 2025.Pending Take-Private Merger:On February 9, 2026, the Company announced that it entered into a definitive agreement to be acquired by Mubadala Capital, in partnership with TWG Global. Under the terms of the agreement, the investor group will acquire all outstanding shares of the Company's common stock, with the Company's common stockholders receiving $2.43 per share in cash.The transaction is expected to close by the end of the third quarter of 2026, subject to customary closing conditions, including receipt of required regulatory approvals and approval by the Company's common stockholders. Following the consummation of the transaction, the Company's common stock will no longer be listed for trading on any public market.In light of the pending take-private transaction, the Company will not host a public 2025 fourth quarter earnings update conference call or webcast and is not providing financial guidance.Financial Highlights:Financial highlights for the fourth quarter and full year 2025 as compared to the same periods of 2024:(In thousands)Three Months EndedDecember 31,
%Change
Year EndedDecember 31,
%Change
2025
2024
2025
2024
Consolidated Revenue$ 461,515
$ 426,719
8.2 %
$ 1,604,140
$ 1,505,230
6.6 %Loss from Continuing Operations1(5,189)
(1,052)
NM
(103,747)
(123,764)
(16.2) %Consolidated Net Income (Loss)1,2 9,726
(16,605)
NM
24,739
(175,878)
NMAdjusted EBITDA3164,460
144,805
13.6 %
504,790
475,758
6.1 %AFFO359,860
36,861
62.4 %
95,286
58,611
62.6 %
1Percentage changes that are so large as to not be meaningful have been designated as "NM."2Includes income (loss) from discontinued operations.3This is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for more information.Results:Revenue:(In thousands)Three Months EndedDecember 31,
%Change
Year EndedDecember 31,
%Change
2025
2024
2025
2024
Revenue:
America$ 329,561
$ 310,705
6.1 %
$ 1,196,824
$ 1,143,510
4.7 %Airports131,849
116,012
13.7 %
407,127
361,488
12.6 %Other105
2
189
232
Consolidated Revenue $ 461,515
$ 426,719
8.2 %
$ 1,604,140
$ 1,505,230
6.6 %Revenue for the fourth quarter of 2025, compared to the same period in 2024:America: Revenue up 6.1%:Growth in San Francisco/Bay Area and several other marketsHigher revenue from both print and digital billboard products, reflecting stronger advertiser demand and additional digital billboard inventory; digital revenue up 5.1% to $128.9 million (from $122.7 million)National sales represented 37.0% of America revenueAirports: Revenue up 13.7%:Strong advertising demand, led by growth at the Port Authority of New York and New Jersey, San Francisco International, and Metropolitan Washington Airports Authority airportsGrowth driven by higher digital revenue; digital revenue up 23.5% to $91.6 million (from $74.1 million)National sales represented 61.4% of Airports revenueDirect Operating and SG&A Expenses1:(In thousands)Three Months EndedDecember 31,
%Change
Year EndedDecember 31,
%Change
2025
2024
2025
2024
Direct operating and SG&A expenses:America$ 178,814
$ 173,518
3.1 %
$ 697,172
$ 656,089
6.3 %Airports97,156
83,241
16.7 %
311,908
273,726
13.9 %Other346
218
1,326
3,670
Consolidated Direct operating and SG&A expenses2 $ 276,316
$ 256,977
7.5 %
$ 1,010,406
$ 933,485
8.2 %
1"Direct operating and SG&A expenses" as presented throughout this earnings release refers to the sum of direct operating expenses and selling, general and administrative expenses.2Includes restructuring and other costs of $1.4 million and $0.2 million during the three months ended December 31, 2025 and 2024, respectively, and $1.4 million and $3.0 million during the years ended December 31, 2025 and 2024, respectively.Direct operating and SG&A expenses for the fourth quarter of 2025, compared to the same period in 2024:America: Direct operating and SG&A expenses up 3.1%:Site lease expense up 6.5% to $98.7 million (from $92.7 million), primarily reflecting revenue growthAirports: Direct operating and SG&A expenses up 16.7%:Site lease expense up 17.3% to $78.6 million (from $67.0 million), primarily reflecting revenue growth and the absence of prior-year non-recurring rent abatementsSegment Adjusted EBITDA1:(In thousands)Three Months EndedDecember 31,
%Change
Year EndedDecember 31,
%Change
2025
2024
2025
2024
America Segment Adjusted EBITDA $ 152,125
$ 137,174
10.9 %
$ 501,038
$ 487,990
2.7 %Airports Segment Adjusted EBITDA34,693
32,771
5.9 %
95,219
87,860
8.4 %
1Segment Adjusted EBITDA is a GAAP financial measure calculated as Revenue less Direct operating expenses and SG&A expenses, excluding restructuring and other costs. See "Supplemental Disclosures" section herein for more information.Corporate Expenses:(In thousands)Three Months EndedDecember 31,
%Change
Year EndedDecember 31,
%Change
2025
2024
2025
2024
Corporate expenses1$ 29,740
$ 31,681
(6.1) %
$ 110,925
$ 126,904
(12.6) %Adjusted Corporate expenses2 22,117
25,101
(11.9) %
90,330
98,950
(8.7) %
1Includes restructuring and other costs (reversals), net, of $1.2 million and $0.8 million during the three months ended December 31, 2025 and 2024, respectively, and $(4.9) million and $4.9 million during the years ended December 31, 2025 and 2024, respectively.2Adjusted Corporate expenses is a non-GAAP financial measure. See "Supplemental Disclosures" section herein for more information, including for a reconciliation of Corporate expenses to Adjusted Corporate expenses.Corporate expenses decreased 6.1% and Adjusted Corporate expenses decreased 11.9% for the fourth quarter of 2025 compared to the same period in 2024, primarily due to lower property and casualty insurance expense and reduced employee compensation related to insurance benefits.Capital Expenditures:(In thousands)Three Months EndedDecember 31,
%Change
Year EndedDecember 31,
%Change
2025
2024
2025
2024
Capital expenditures:America$ 17,320
$ 27,675
(37.4) %
$ 44,202
$ 63,354
(30.2) %Airports4,120
5,985
(31.2) %
12,751
12,619
1.0 %Other—
—
52
13
Corporate1,051
1,579
(33.4) %
4,779
4,731
1.0 %Consolidated capital expenditures $ 22,491
$ 35,239
(36.2) %
$ 61,784
$ 80,717
(23.5) %Markets and Displays:As of December 31, 2025, we operated more than 61,000 print and digital out-of-home advertising displays and had a presence in 81 Designated Market Areas ("DMAs") in the U.S., including 43 of the top 50 U.S. markets.
Number of digital
displays added
(removed), net, in the fourth quarter
Total number of displays as of December 31, 2025
Digital
Printed
TotalAmerica1:
Billboards216
2,001
32,394
34,395Other displays3 14
532
13,293
13,825Airports4(3)
2,583
10,199
12,782Total displays27
5,116
55,886
61,002
1As of December 31, 2025, our America segment had presence in 28 U.S. DMAs.2Billboards includes bulletins, posters, spectaculars and wallscapes.3Other displays includes street furniture and transit displays.4As of December 31, 2025, our Airports segment operated displays across a focused portfolio of more than 60 commercial airports, as well as a number of private airports, primarily in the U.S., with a limited presence in the Caribbean.
Liquidity and Financial Position: Cash and Cash Equivalents:As of December 31, 2025, we had $211.1 million of cash and cash equivalents, including $21.1 million held by discontinued operations in Spain and $5.0 million held by continuing operations subsidiaries outside the U.S., primarily in the Caribbean.The following table summarizes our consolidated cash flows for the year ended December 31, 2025, including both continuing and discontinued operations:(In thousands)Year EndedDecember 31, 2025Net cash provided by operating activities$ 114,860Net cash provided by investing activities1523,259Net cash used for financing activities2(598,295)Effect of exchange rate changes on cash, cash equivalents and restricted cash 4,764Net increase in cash, cash equivalents and restricted cash$ 44,588
Cash paid for interest$ 394,429Cash paid for income taxes, net of refunds$ 7,391
1Primarily includes $592.1 million of net proceeds from the sales of our former Europe-North segment and former businesses in Latin America, net of direct transaction costs paid and cash transferred with the businesses, partially offset by $82.9 million of capital expenditures (including $21.1 million for discontinued operations).2On March 31, 2025, we used a portion of the net proceeds from the sale of our Europe-North segment to prepay the $375.0 million aggregate principal amount of term loans of Clear Channel International B.V. ("CCIBV"), a former indirect wholly-owned subsidiary. In the second quarter of 2025, we repurchased a portion of our senior unsecured notes in open-market transactions at a discount, for a total cash payment of $203.4 million, including accrued interest and fees. On August 4, 2025, we refinanced $2.0 billion of existing senior secured notes maturing in 2027 and 2028 with $2.05 billion of longer-dated senior secured notes maturing in 2031 and 2033. In connection with this transaction, we paid a $36.1 million redemption premium and $26.3 million of other transaction fees and expenses.Debt:Based on our outstanding indebtedness as of December 31, 2025, we expect to pay approximately $401 million of cash interest in 2026, including the first interest payments on the senior secured notes issued in the August 2025 refinancing transaction, and approximately $390 million of cash interest in 2027. These estimates reflect our capital structure as of December 31, 2025 and assume no additional debt prepayments, repurchases, refinancings or issuances. They do not reflect the impact of any potential financing transactions that may occur in connection with the pending take-private transaction.Our next scheduled maturities occur in 2028, when the $899.3 million of our 7.750% Senior Notes and the $425.0 million Term Loan Facility become due. For additional details on our long-term debt, please refer to Table 3 in this earnings release.TABLE 1 - Financial Highlights of Clear Channel Outdoor Holdings, Inc. and its Subsidiaries:(In thousands)Three Months EndedDecember 31,
Year EndedDecember 31,
2025
2024
2025
2024Revenue$ 461,515
$ 426,719
$ 1,604,140
$ 1,505,230Operating expenses:
Direct operating expenses209,534
191,250
748,023
680,578Selling, general and administrative expenses 66,782
65,727
262,383
252,907Corporate expenses29,740
31,681
110,925
126,904Depreciation and amortization44,740
43,223
174,952
173,998Other operating expense (income), net3,244
(5,294)
(2,749)
(8,340)Operating income107,475
100,132
310,606
279,183Interest expense, net(99,209)
(100,064)
(395,649)
(401,541)Loss on extinguishment of debt, net1—
—
(14,956)
(2,393)Other income (expense), net2218
842
1,199
(8,378)Income (loss) from continuing operations
before income taxes8,484
910
(98,800)
(133,129)Income tax benefit (expense) attributable to
continuing operations(13,673)
(1,962)
(4,947)
9,365Loss from continuing operations(5,189)
(1,052)
(103,747)
(123,764)Income (loss) from discontinued operations314,915
(15,553)
128,486
(52,114)Consolidated net income (loss)9,726
(16,605)
24,739
(175,878)Less: Net income attributable to
noncontrolling interests1,722
1,272
4,800
3,376Net income (loss) attributable to the
Company$ 8,004
$ (17,877)
$ 19,939
$ (179,254)
1During the year ended December 31, 2025, we recognized a $43.8 million loss on extinguishment of debt related to the August 2025 senior secured notes refinancing. This loss was partially offset by a $28.8 million gain related to the repurchase of our 7.750% and 7.500% Senior Notes in open market transactions at a discount. During the year ended December 31, 2024, we recognized a $2.4 million loss related to the prepayment and amendment of the Term Loan Facility.2Other expense, net, for the year ended December 31, 2024 includes $10.0 million of debt modification expense related to the issuance of the 7.875% Senior Secured Notes due 2030 and the associated prepayment and refinancing of the Term Loan Facility.3 Income (loss) from discontinued operations primarily reflects results from our business in Spain, our former business in Brazil (sold October 1, 2025), our former Europe-North segment through its sale (March 31, 2025), and our former businesses in Mexico, Peru and Chile through their sale (February 5, 2025). Results for 2025 also include net gains and losses related to sold businesses, consisting of a $3.2 million net loss in the fourth quarter, related to the Company's former Latin American businesses, and a $124.6 million net gain for the year, mainly related to the businesses sold in the first quarter. Loss from discontinued operations for the three months and year ended December 31, 2024 includes a $44.4 million loss resulting from the classification of the Brazil business as held for sale.Weighted Average Shares Outstanding(In thousands)Three Months EndedDecember 31,
Year EndedDecember 31,
2025
2024
2025
2024Weighted average common shares outstanding –
Basic and Diluted497,373
489,122
495,406
487,651TABLE 2 - Selected Balance Sheet Information:(In thousands)December 31,
2025
December 31,
2024Cash and cash equivalents$ 190,022
$ 109,707Total current assets1793,194
1,659,044Property, plant and equipment, net441,823
479,987Total assets13,828,875
4,804,263Current liabilities (excluding current portion of long-term debt)2 617,782
1,271,630Long-term debt (including current portion of long-term debt)5,102,993
5,660,305Stockholders' deficit(3,394,368)
(3,639,783)
1Total current assets and total assets include assets of discontinued operations of $202.7 million and $1,176.0 million as of December 31, 2025 and December 31, 2024, respectively.2Current liabilities include liabilities of discontinued operations of $99.3 million and $775.2 million as of December 31, 2025 and December 31, 2024, respectively.TABLE 3 - Total Debt:(In thousands)Maturity
December 31,
2025
December 31,
2024Receivables-Based Credit Facility1June 2030
$ —
$ —Revolving Credit Facility2June 2030
—
—Term Loan FacilityAugust 2028
425,000
425,000Clear Channel Outdoor Holdings 5.125% Senior Secured Notes3
—
1,250,000Clear Channel Outdoor Holdings 9.000% Senior Secured Notes3
—
750,000Clear Channel Outdoor Holdings 7.875% Senior Secured NotesApril 2030
865,000
865,000Clear Channel Outdoor Holdings 7.125% Senior Secured Notes3February 2031
1,150,000
—Clear Channel Outdoor Holdings 7.500% Senior Secured Notes3March 2033
900,000
—Clear Channel Outdoor Holdings 7.750% Senior Notes4April 2028
899,311
995,000Clear Channel Outdoor Holdings 7.500% Senior Notes4June 2029
905,950
1,040,000Clear Channel International B.V. Term Loan Facility5
—
375,000Finance leases
3,636
3,974Original issue discount
(3,605)
(7,313)Long-term debt fees
(42,299)
(36,356)Total debt
5,102,993
5,660,305Less: Cash and cash equivalents
(190,022)
(109,707)Net debt
$ 4,912,971
$ 5,550,598
1As of December 31, 2025, we had $87.3 million of letters of credit outstanding and $112.7 million of remaining excess availability under the Receivables-Based Credit Facility.2As of December 31, 2025, we had a $6.9 million letter of credit outstanding related to our business in Spain and $93.1 million of remaining excess availability under the Revolving Credit Facility.3On August 4, 2025, we issued $1,150.0 million aggregate principal amount of 7.125% Senior Secured Notes due 2031 and $900.0 million aggregate principal amount of 7.500% Senior Secured Notes due 2033. We used the net proceeds, together with cash on hand, to fund the full redemption of $1,250.0 million of our 5.125% Senior Secured Notes due 2027 and $750.0 million of our 9.000% Senior Secured Notes due 2028. As a result, the indentures governing the 5.125% and 9.000% Senior Secured Notes were satisfied and discharged.4In the second quarter of 2025, we repurchased $95.7 million aggregate principal amount of our 7.750% Senior Notes due 2028 and $134.1 million aggregate principal amount of our 7.500% Senior Notes due 2029 in open market transactions at a discount. The repurchased notes are held by the Company and have not been canceled.5On March 31, 2025, we used proceeds from the Europe-North sale to prepay the $375.0 million CCIBV Term Loan Facility. Upon repayment, the related credit agreement was terminated, and all guarantees and collateral were released.Supplemental Disclosures:Reportable Segments and Segment Adjusted EBITDAThe Company operates two reportable segments: America (which includes our U.S. roadside billboard and street furniture operations) and Airports (which includes our U.S. and Caribbean airport advertising operations), with remaining operations in Singapore reported as "Other."Segment Adjusted EBITDA is the profitability metric reported to the Company's Chief Operating Decision Maker (the Company's President and Chief Executive Officer) for purposes of allocating resources and assessing segment performance. Segment Adjusted EBITDA is a GAAP financial measure calculated as Revenue less Direct operating expenses and SG&A expenses, excluding restructuring and other costs. Restructuring and other costs include costs associated with cost-saving initiatives such as severance, consulting and termination costs, and other special costs.Non-GAAP Financial InformationThis earnings release includes information that does not conform to U.S. generally accepted accounting principles ("GAAP"), including Adjusted EBITDA, Adjusted Corporate expenses, Funds From Operations ("FFO") and Adjusted Funds From Operations ("AFFO"). The Company believes these non-GAAP measures provide investors with useful insights into its operating performance, particularly when comparing to other out-of-home advertisers, as these measures are widely used within the industry. Please refer to the reconciliations of non-GAAP financial measures to the most directly comparable GAAP measures below.The Company defines and uses these non-GAAP measures as follows:Adjusted EBITDA is defined as income (loss) from continuing operations, plus: income tax expense (benefit) attributable to continuing operations; non-operating expenses (income), including other expense (income), net, loss (gain) on extinguishment of debt, net, and interest expense, net; other operating expense (income), net; depreciation, amortization and impairment charges; share-based compensation expense; and restructuring and other costs, which include costs associated with cost-saving initiatives such as severance, consulting and termination costs, and other special costs.The Company uses Adjusted EBITDA to plan and forecast for future periods and as a key performance measure for executive compensation. The Company believes Adjusted EBITDA allows investors to assess the Company's performance in a way that is consistent with management's approach and facilitates comparisons to other companies with different capital structures or tax rates. Additionally, the Company believes Adjusted EBITDA is commonly used by investors, analysts and peers in the industry for valuation and performance comparisons.Adjusted Corporate expenses is defined as corporate expenses excluding share-based compensation and restructuring and other costs. The Company uses Adjusted Corporate expenses to evaluate core corporate spending and to assist in planning and forecasting for future periods.FFO is defined in accordance with the National Association of Real Estate Investment Trusts ("Nareit") as consolidated net income (loss) before: depreciation, amortization and impairment of real estate; gains or losses from the disposition of real estate; and adjustments to eliminate unconsolidated affiliates and noncontrolling interests.AFFO is defined as FFO excluding discontinued operations and before adjustments for continuing operations, including: maintenance capital expenditures; straight-line rent effects; depreciation, amortization and impairment of non-real estate; loss or gain on extinguishment and modification of debt, net; amortization of deferred financing costs and note discounts; share-based compensation; deferred income taxes; restructuring and other costs; transaction costs; and other items, such as adjustments for unconsolidated affiliates and noncontrolling interests and gains or losses from the disposition of non-real estate.Although the Company is not a Real Estate Investment Trust ("REIT"), it competes directly with REITs that present the non-GAAP measures of FFO and AFFO. Therefore, the Company believes that presenting these measures helps investors evaluate its performance on the same terms as its direct competitors. The Company calculates FFO in accordance with Nareit's definition, which does not restrict presentation of these measures to REITs. Additionally, the Company believes FFO and AFFO are already commonly used by investors, analysts and competitors in the industry for valuation and performance comparisons.The Company does not use, and you should not use, FFO and AFFO as indicators of the Company's ability to fund its cash needs, pay dividends or make other distributions. Since the Company is not a REIT, it has no obligation to pay dividends and does not intend to do so in the foreseeable future. Moreover, the presentation of these measures should not be construed as an indication that the Company is currently in a position to convert into a REIT.These non-GAAP financial measures should not be considered in isolation or as substitutes for the most directly comparable GAAP measures as an indicator of operating performance or the Company's ability to fund its cash needs. In addition, these measures may not be comparable to similarly named measures presented by other companies.See reconciliations of loss from continuing operations to Adjusted EBITDA, corporate expenses to Adjusted Corporate expenses, and consolidated net income (loss) to FFO and AFFO in the tables below.This data should be read in conjunction with the Company's most recent Annual Report on Form 10-K, Form 10-Qs and Form 8-Ks, available on the Investor Relations page of the Company's website at investor.clearchannel.com.Reconciliation of Loss from Continuing Operations to Adjusted EBITDA
Three Months EndedDecember 31,
Year EndedDecember 31,(in thousands)2025
2024
2025
2024Loss from continuing operations$ (5,189)
$ (1,052)
$ (103,747)
$ (123,764)Adjustments:
Income tax expense (benefit) attributable to
continuing operations13,673
1,962
4,947
(9,365)Other expense (income), net(218)
(842)
(1,199)
8,378Loss on extinguishment of debt, net—
—
14,956
2,393Interest expense, net99,209
100,064
395,649
401,541Other operating expense (income), net3,244
(5,294)
(2,749)
(8,340)Depreciation and amortization44,740
43,223
174,952
173,998Share-based compensation6,382
5,797
25,474
23,076Restructuring and other costs (reversals), net1 2,619
947
(3,493)
7,841Adjusted EBITDA$ 164,460
$ 144,805
$ 504,790
$ 475,758
1Restructuring and other cost reversals, net, for the year ended December 31, 2025 includes $10.1 million in insurance proceeds related to the ongoing recovery of certain amounts previously incurred in connection with a resolved legal matter.Reconciliation of Corporate Expenses to Adjusted Corporate Expenses
Three Months EndedDecember 31,
Year EndedDecember 31,(in thousands)2025
2024
2025
2024Corporate expenses$ 29,740
$ 31,681
$ 110,925
$ 126,904Less reconciling items:
Share-based compensation6,382
5,797
25,474
23,076Restructuring and other costs (reversals), net1 1,241
783
(4,879)
4,878Adjusted Corporate expenses$ 22,117
$ 25,101
$ 90,330
$ 98,950
1Restructuring and other cost reversals, net, for the year ended December 31, 2025 includes $10.1 million in insurance proceeds related to the ongoing recovery of certain amounts previously incurred in connection with a resolved legal matter.Reconciliation of Consolidated Net Income (Loss) to FFO and AFFO
Three Months EndedDecember 31,
Year EndedDecember 31,(in thousands)2025
2024
2025
2024Consolidated net income (loss)$ 9,726
$ (16,605)
$ 24,739
$ (175,878)Depreciation and amortization of real estate39,856
47,348
156,158
191,417Net loss (gain) on disposition of real estate
(excludes condemnation proceeds)14,306
35,850
(128,335)
33,277Impairment of real estate2—
—
—
16,808Adjustment for unconsolidated affiliates and
non-controlling interests(2,506)
(1,957)
(7,138)
(5,558)Funds From Operations (FFO)51,382
64,636
45,424
60,066Less: FFO from discontinued operations18,191
35,274
(889)
43,815FFO from continuing operations33,191
29,362
46,313
16,251Capital expenditures–maintenance(9,121)
(9,318)
(24,307)
(25,312)Straight-line rent effect1,499
(175)
(2,500)
(733)Depreciation and amortization of non-real
estate4,884
5,329
18,794
18,770Loss on extinguishment and modification of
debt, net—
—
14,956
12,360Amortization of deferred financing costs and
note discounts2,433
2,328
9,521
9,508Share-based compensation6,382
5,797
25,474
23,076Deferred income taxes12,854
175
2,865
(12,643)Restructuring and other costs (reversals), net3 2,619
947
(3,493)
7,841Transaction costs for structural initiatives and
financial advisory services871
829
2,138
5,161Other items4,248
1,587
5,525
4,332Adjusted Funds From Operations (AFFO)$ 59,860
$ 36,861
$ 95,286
$ 58,611
1Net gain on disposition of real estate for the year ended December 31, 2025 includes a net gain of $124.6 million related to sold businesses, primarily from the sales of our former businesses in Mexico, Peru, Chile and our Europe-North segment businesses.2Impairment charges for the year ended December 31, 2024 relate to the impairment of long-lived assets in certain of our former Latin American businesses.3Restructuring and other cost reversals, net, for the year ended December 31, 2025 includes $10.1 million in insurance proceeds related to the ongoing recovery of certain amounts previously incurred in connection with a resolved legal matter.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. Our dynamic advertising platform is broadening the pool of advertisers using our 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 our diverse portfolio of assets, we connect advertisers with millions of consumers every month.Cautionary Statement Concerning Forward-Looking StatementsCertain statements in this earnings release are considered "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Clear Channel Outdoor Holdings, Inc. and its subsidiaries (the "Company") to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Words such as "believe," "expect," "anticipate," "estimate," and similar terms are used to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances are forward-looking statements, including, but not limited to: statements regarding the proposed take-private transaction (the "Merger"), common stockholder approval for the Merger, any expected timetable for completing the Merger (including whether the Merger is consummated in a timely manner or at all) and the expected benefits of the Merger; our business plans and strategies and the expected benefits of business initiatives; the effects of tariffs and views on the macroeconomic environment; expectations regarding the pending sale of our business in Spain, including the anticipated proceeds and use of those proceeds; expectations about certain markets and potential improvements; industry, market and demand trends; expectations surrounding our cash flow; our ability to retain new and existing customers and maintain bookings; and our liquidity. These statements are not guarantees of future performance and are subject to risks and uncertainties, some of which are beyond our control and difficult to predict.Various risks that could cause actual results to differ from those expressed by the forward-looking statements included in this earnings release 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; the occurrence of any event, change or other circumstances that could give rise to the termination of the agreement governing the Merger (the "Merger Agreement"), including circumstances requiring us 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 our common stock and obtaining required regulatory approvals; the risk that restrictions on the operation of our business during the pendency of the Merger may impact our ability to pursue certain business opportunities or strategic transactions or undertake certain actions we 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 our common stock, credit ratings or operating results; the risk that the Merger and its announcement could have an adverse effect on our ability to retain and hire key personnel, to retain customers and to maintain relationships with business partners, suppliers and customers; continued economic uncertainty, an economic slowdown or recession, or other macroeconomic factors, including as a result of increased tariffs and retaliatory trade regulations and policies; our ability to service our debt obligations and to fund our operations and capital expenditures; the impact of our substantial indebtedness; the difficulty, cost and time required to implement our strategy, and the fact that we may not realize the anticipated benefits therefrom fully or at all; our ability to obtain and renew key contracts with municipalities, transit authorities and private landlords and on favorable terms; competition; regulations, consumer concerns and other challenges regarding privacy, digital services, data protection, cybersecurity and the use of artificial intelligence; a breach of our information security measures; legislative or regulatory requirements; restrictions on out-of-home advertising of certain products; environmental, health, safety and land use laws and regulations, as well as various actual and proposed changes to sustainability laws and regulations; the impact of strategic transactions that we have pursued in the past and may, if we do not consummate the Merger, pursue in the future; there can be no assurance that the process to sell our business in Spain will be successful or result in value for our stockholders; third-party claims or actions against us or our suppliers; volatility of our stock price; the impacts on our stock price as a result of future sales of common stock if we remain a public company, or the perception thereof, and dilution resulting from additional capital raised through the sale of common stock or other equity-linked instruments; our ability to continue to comply with the applicable listing standards of the New York Stock Exchange if the Merger is not consummated and we remain a public company; the restrictions contained in the agreements governing our indebtedness limiting our flexibility in operating our business; the effect of credit ratings downgrades; continued scrutiny and changing expectations from government regulators, municipalities, investors, lenders, customers, activists and other stakeholders; and certain other factors set forth in our filings with the U.S. Securities and Exchange Commission (the "SEC"). You should not place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date of this earnings release. For a more comprehensive discussion of risks, refer to "Item 1A. Risk Factors" of the Company's reports filed with the SEC, including the Company's Annual Report on Form 10-K for the year ended December 31, 2025. The Company does not undertake any obligation to update or revise any forward-looking statements because of new information, future events or otherwise, except as required by law.Additional Information and Where to Find ItThis press release contains references to the proposed Merger. In accordance with the Merger Agreement, a meeting of the common shareholders of the Company will be announced as promptly as practicable to seek common shareholder approval in connection with the proposed transaction. The Company intends to file relevant materials with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to the Company's common shareholders. This communication is not a substitute for the proxy statement or any other document that may be filed by the Company with the SEC.BEFORE MAKING ANY DECISION, COMMON SHAREHOLDERS OF THE COMPANY ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.Any vote in respect of resolutions to be proposed at the Company's common shareholder meeting to approve the proposed transaction or other proposals in relation to the proposed transaction should be made only on the basis of the information contained in the Company's proxy statement. You will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of the Company's website at https://investor.clearchannel.com.Participants in the SolicitationThe Company and its directors and executive officers and certain of its employees may be deemed to be participants in the solicitation of proxies from the Company's common shareholders in connection with the proposed transaction. Information regarding the Company's directors and executive officers is set forth under the captions "Composition of the Board of Directors," "Proposal 1: Election of Directors," "Our NEOs," "Compensation Discussion and Analysis," "Compensation Committee Report," "Executive Compensation Tables," "Director Compensation" and "Security Ownership of Certain Beneficial Owners and Management" in the definitive proxy statement for the Company's 2025 Annual Meeting of Shareholders, filed with the SEC on April 10, 2025 (the "Annual Meeting Proxy Statement"), and in the Company's Current Reports on Form 8-K filed with the SEC on July 23, 2025, December 19, 2025 and February 9, 2026. To the extent the holdings of the Company's securities by its directors or executive officers have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC.These documents may be obtained free of charge from the SEC's website at www.sec.gov or by accessing the Investor Relations section of the Company's website at https://investor.clearchannel.com. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement that the Company expects to file in connection with the proposed transaction and other relevant materials the Company may file with the SEC.
View original content to download multimedia:https://www.prnewswire.com/news-releases/clear-channel-outdoor-holdings-inc-reports-results-for-the-fourth-quarter-and-full-year-of-2025-302697579.htmlSOURCE Clear Channel Outdoor Holdings, Inc.
Original: Clear Channel Outdoor Holdings, Inc. Reports Results for the Fourth Quarter and Full Year of 2025
US Market News
4月前
Clear Channel Outdoor Holdings, Inc. Agrees to be Acquired by Mubadala Capital, in Partnership with TWG Global, for $6.2 BillionFebruary 9, 2026 5:32 PM
PR Newswire (US)
Shareholders to receive $2.43 per share in cash, representing a 71% premium to unaffected share priceSAN ANTONIO, Feb. 9, 2026 /PRNewswire/ -- Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) ("Clear Channel" or the "Company"), a leader in U.S. out-of-home (OOH) advertising, today announced that it has entered into a definitive agreement to be acquired by Mubadala Capital, in partnership with TWG Global ("TWG"). The all-cash transaction values Clear Channel at an enterprise value of $6.2 billion.The transaction represents a significant milestone in Clear Channel's transformation, creating a streamlined and nimble ownership structure, supported by long-term capital from Mubadala Capital. With approximately $3 billion of equity capital committed, this investment is expected to enhance the Company's financial flexibility, support ongoing deleveraging efforts, and reposition it to pursue new avenues of growth. Wade Davis, a media and technology veteran who partnered with Mubadala Capital and TWG on the transaction, is expected to join Clear Channel as Executive Chairman, bringing deep industry experience to support the company's next chapter of transformation.Under the terms of the agreement, the investor group will acquire 100% of Clear Channel's outstanding common stock, with Clear Channel's common shareholders receiving $2.43 per share in cash. The per share purchase price represents a 71% premium to the Company's unaffected share price of $1.42 on October 16, 2025, the last trading day prior to media reports regarding a potential transaction involving the Company."We believe this transaction delivers compelling value to our shareholders, strengthens our financial flexibility by reducing debt and increasing cash flow to invest in the business, and positions Clear Channel for its next phase of long-term growth," said Scott Wells, Chief Executive Officer of Clear Channel. "We appreciate that Mubadala Capital and TWG recognize the significant transformation our business has successfully undergone in recent years, and we look forward to partnering with them.""This transaction reflects Mubadala Capital's approach to investing: identifying high-quality businesses where complexity creates opportunity and long-term partnership drives value. Clear Channel is a category leader with a strong platform and significant potential ahead. We look forward to supporting the company and its management through active ownership, disciplined execution, and long-term capital," said Oscar Fahlgren, Chief Investment Officer of Mubadala Capital."This landmark transaction represents the ideal expression of our partnership with Mubadala Capital and TWG's investment thesis in motion," said Mark Walter, Co-Chairman and CEO of TWG. "Mubadala Capital's ability to approach complex transactional situations with creativity and commit resources to support high-conviction opportunities, combined with TWG's operational expertise and track record of driving large-scale digital transformation across a range of industries, will set up Clear Channel and its management team to lead the sector at this exciting inflection point and build the next generation of digital advertising infrastructure.""Clear?Channel's nationwide billboard network and airport inventory give us a unique platform to drive the transformation of the outdoor advertising industry," said Mr. Davis. "In partnership with Mubadala Capital and TWG, I look forward to working with management to continue investing in data, measurement and transaction platforms, and unlocking the true potential of this powerful medium to drive meaningful outcomes for agencies and advertisers."Transaction Details
The agreement was unanimously approved by Clear Channel's Board of Directors. The transaction is expected to close by the end of the third quarter of 2026, subject to customary closing conditions, including receipt of required regulatory approvals and approval by Clear Channel's common shareholders. Following the close of the transaction, Clear Channel's common stock will no longer be listed for trading on any public market. Clear Channel intends to remain headquartered in San Antonio, Texas.The investor group, in partnership with Mr. Davis as Executive Chairman, will work closely with Clear Channel's management team to support the Company's long-term strategic direction, operational execution, and digital transformation initiatives. Newlight Partners is serving as a strategic partner to Mubadala Capital on the transaction. Equity financing will be provided by Mubadala Capital in partnership with TWG. Apollo-managed funds (NYSE: APO) (the "Apollo Funds") have committed to invest preferred equity in the transaction. Debt financing has been committed by a group led by JPMorgan Chase Bank, N.A. and Apollo Funds.Under the terms of the definitive agreement, Clear Channel will have a 45 day "go-shop" period during which it is permitted to actively solicit, evaluate, and consider alternative acquisition proposals from third parties. The go-shop period will expire at 11:59 PM ET on March 26, 2026. There can be no assurance that this process will result in other acquisition proposals or a superior proposal, and Clear Channel does not intend to disclose developments regarding the solicitation process unless and until its Board of Directors has made a decision with respect to any potential superior proposal.Certain holders of approximately 48% of Clear Channel's outstanding shares of common stock as of September 30, 2025 have entered into voting agreements to support the transaction.Additional information regarding the transaction will be filed by Clear Channel with the Securities and Exchange Commission in a Current Report on Form 8-K.2025 Fourth Quarter Earnings Update
As a result of this announcement, Clear Channel will release 2025 fourth quarter results as scheduled on Thursday, February 26, 2026, through a press release, but will not host a conference call or webcast.Advisors
Morgan Stanley & Co. LLC and Moelis & Company LLC are serving as financial advisors to Clear Channel, and Kirkland & Ellis LLP is acting as legal advisor to the Company.Guggenheim Securities, LLC and J.P. Morgan Securities LLC are serving as financial advisors to Mubadala Capital. Freshfields is acting as legal advisor to Mubadala Capital.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.About Mubadala Capital
Mubadala Capital is a global alternative asset management platform that manages, advises and administers for clients and limited partners over $430 billion in assets through its asset managers and strategic partnerships. 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 wholly owned businesses invest across multiple asset classes and geographies, including private equity, special opportunities with a focus on Brazil, and other alternative investments. Additionally, Mubadala Capital maintains a portfolio of strategic businesses and partnerships in private wealth, credit, insurance and real estate, amongst other areas.Mubadala Capital has a team of over 200 professionals across 5 offices – Abu Dhabi, New York, London, San Francisco, and Rio De Janeiro – and serves as a partner of choice to institutional and private investors seeking differentiated risk-adjusted returns across various private markets and alternative asset classes.About TWG Global
TWG Global operates and invests in businesses with untapped potential and guides them to new levels of growth. Led by Mark Walter and Thomas Tull, TWG Global has interests across financial services, insurance, AI and technology, sports / media / entertainment and energy. With an enterprise value over $40 billion, the portfolio of TWG Global and its principals includes Guggenheim Investments, Guggenheim Securities, Group 1001 Insurance, and prominent sports franchises such as the LA Dodgers, LA Lakers and Chelsea FC.Cautionary Statement Concerning Forward-Looking Statements Certain statements in this press release, including statements regarding the proposed acquisition of Clear Channel by the investor group (the "Merger"), common shareholder 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, as amended. The words "expect," "anticipate," "estimate," "believe," "forecast," "goal," "intend," "objective," "plan," "project," "deliver," "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 governing the Merger (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 the Company's Annual Report on Form 10-K for the year ended December 31, 2024, as well as other risks and forward-looking statements in the Company's Quarterly Report on Form 10-Q for the quarterly period ended on September 30, 2025, the Company's Quarterly Report on Form 10-Q for the quarterly period ended on June 30, 2025 and the Company's Quarterly Report on Form 10-Q for the quarterly period ended on March 31, 2025 and 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.Additional Information and Where to Find ItThis press release is being made with respect to the proposed Merger and related transactions (collectively, the "proposed transaction") involving Clear Channel and Mubadala Capital. In accordance with the Merger Agreement, a meeting of the common shareholders of Clear Channel will be announced as promptly as practicable to seek Clear Channel common shareholder approval in connection with the proposed transaction. Clear Channel intends to file relevant materials with the SEC, including preliminary and definitive proxy statements relating to the proposed transaction. The definitive proxy statement will be mailed to Clear Channel's common shareholders. This communication is not a substitute for the proxy statement or any other document that may be filed by Clear Channel with the SEC.BEFORE MAKING ANY DECISION, CLEAR CHANNEL COMMON SHAREHOLDERS ARE URGED TO CAREFULLY READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT AS, IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.Any vote in respect of resolutions to be proposed at Clear Channel's common shareholder meeting to approve the proposed transaction or other proposals in relation to the proposed transaction should be made only on the basis of the information contained in Clear Channel's proxy statement. You will be able to obtain a free copy of the proxy statement and other related documents (when available) filed by Clear Channel with the SEC at the website maintained by the SEC at www.sec.gov or by accessing the Investor Relations section of Clear Channel's website at https://investor.clearchannel.com/.Participants in the SolicitationClear Channel and its directors and executive officers and certain of its employees may be deemed to be participants in the solicitation of proxies from Clear Channel's common shareholders in connection with the proposed transaction. Information regarding Clear Channel's directors and executive officers is set forth under the captions "Composition of the Board of Directors," "Proposal 1 — Election of Directors," "Our NEOs," "Compensation Discussion and Analysis," "Compensation Committee Report," "Executive Compensation Tables," "Director Compensation" and "Security Ownership of Certain Beneficial Owners and Management" in the definitive proxy statement for Clear Channel's 2025 Annual Meeting of Shareholders, filed with the SEC on April 10, 2025 (the "Annual Meeting Proxy Statement"), which can be found here, and in Clear Channel's Current Reports on Form 8-K filed with the SEC on July 23, 2025 and December 19, 2025. To the extent the holdings of Clear Channel's securities by its directors or executive officers have changed since the amounts set forth in the Annual Meeting Proxy Statement, such changes have been or will be reflected on Forms 3, 4 and 5, filed with the SEC (which are included in the EDGAR Search Results here).These documents may be obtained free of charge from the SEC's website at www.sec.gov or by accessing the Investor Relations section of Clear Channel's website at https://investor.clearchannel.com/. Additional information regarding the interests of participants in the solicitation of proxies in connection with the proposed transaction will be included in the proxy statement that Clear Channel expects to file in connection with the proposed transaction and other relevant materials Clear Channel may file with the SEC.
View original content to download multimedia:https://www.prnewswire.com/news-releases/clear-channel-outdoor-holdings-inc-agrees-to-be-acquired-by-mubadala-capital-in-partnership-with-twg-global-for-6-2-billion-302683053.htmlSOURCE Clear Channel Outdoor
Original: Clear Channel Outdoor Holdings, Inc. Agrees to be Acquired by Mubadala Capital, in Partnership with TWG Global, for $6.2 Billion