🧾 What This Document Is

This is a press release filed as an 8-K exhibit. It announces that Clear Channel Outdoor (CCO) is asking its bondholders for permission to change the rules of their loans. This is called a "consent solicitation." Why? Because the company is being bought, and the current loan rules would trigger a very expensive penalty payment if the sale goes through.

👉 In simple terms: Clear Channel is asking its lenders, "Can we please amend our agreement so your loan doesn't force us to pay you a huge premium when we get acquired?"

🏢 What The Company Does

Clear Channel Outdoor Holdings (NYSE: CCO) is one of the world's largest outdoor advertising companies. Think billboards, digital displays, and transit ads at airports and bus shelters. They operate globally, helping brands reach millions of people on the go.

👉 In simple terms: They own and rent out advertising space on structures you see outside your home and while traveling.

💰 Financial Highlights & The Debt in Question

This solicitation involves three specific sets of Senior Secured Notes (basically, corporate IOUs with collateral). Here’s the debt on the table:

$865 million of 7.875% notes due 2030
$1.15 billion of 7.125% notes due 2031
$900 million of 7.500% notes due 2033

Total: Nearly $2.92 billion in principal is affected.

🚀 The Key Move: Avoiding a Change of Control Payout

The Context: Clear Channel agreed to be bought by Madison Parent Inc. (an entity backed by investment funds from Mubadala Capital and TWG Global) in a deal announced February 9, 2026.

The Problem: The current terms of the notes define this sale as a "Change of Control." That would force Clear Channel to make an offer to buy back all these notes at 101% of their face value (a "Change of Control Offer"). That’s a massive, multi-billion dollar cash requirement that could jeopardize the deal.

The Solution - The "Proposed Amendments": Clear Channel is asking note holders to vote YES to three changes:

Redefine "Change of Control" to say this specific merger does NOT count.
Add the new owners (Mubadala & TWG affiliates) as "Permitted Holders" in the rules.
Waive any defaults that might happen because of the merger.

💸 The Incentive: Cash Consent Payments

To get lenders to agree, Clear Channel is offering a cash "thank you" to those who vote on time. The total pot for each series is:

Notes due 2030: $2.1625 million
Notes due 2031: $2.875 million
Notes due 2033: $2.250 million

Holders get a slice of this money if they consent before the deadline of 5:00 PM ET on April 10, 2026.

🔍 The Details: How It Works & The Deadline

Goal: Get approval from lenders holding over 50% of the principal of each separate note series.
Vote is Binding: If the majority agrees, all holders of that note series are bound by the new rules, even if they voted no or didn't vote.
You Can Change Your Mind: Holders can revoke their consent before the deadline.
Timeline: The merger is expected to close by the end of Q3 2026.

⚖️ What Happens If This Fails?

If Clear Channel does NOT get enough "yes" votes by the deadline:

The loan rules stay unchanged.
When the merger closes, it will be a "Change of Control."
Clear Channel will be legally required to offer to buy back all ~$2.92 billion in notes at 101% of face value within 30 days. This would be a huge, unplanned cash drain.

🌍 Why This Matters

This move is classic post-acquisition financial engineering. The new buyers don't want to inherit debt that comes with an expensive "break-up fee" (the Change of Control put option). By removing this penalty, they make the acquisition cleaner and protect their investment. It’s a negotiation between the company and its lenders to rebalance the risks after a major ownership change.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

Proactive management: Addressing a contractual hurdle before it becomes a crisis.
Clear incentive: The cash payment gives lenders a reason to cooperate.
Supports deal certainty: Removing this obstacle helps ensure the merger closes.

⚠️ Risks & Considerations:

Lenders may reject the terms, feeling the Change of Control protection is valuable.
If rejected, the company faces a massive, immediate cash obligation post-merger.
The outcome creates uncertainty for the deal timeline and final structure.

Key Contacts (Exactly as shown):

Investor contact: Laura Kiernan, VP Investor Relations, 914-598-7733, [email protected]
Press contact: FGS Global, Danya Al-Qattan/Stephen Pettibone, [email protected]

🧠 The Analogy

Imagine you’re buying a friend’s used car, but their loan agreement says if they sell the car, they must immediately pay the bank an extra $1,000. To avoid that hassle and extra cost, your friend asks the bank, “Can you please amend the loan to say this sale to my friend doesn’t count?” The bank might agree, especially if your friend offers them a small fee for the paperwork.

🧩 Final Takeaway

Clear Channel is asking its bondholders to waive a costly contractual right so its planned sale to new owners can proceed smoothly. It's a financial tune-up ahead of a major change, where the company offers cash in exchange for legal flexibility. The outcome is a key vote on the path to completing the merger.

Clear Channel Outdoor Holdings, Inc. — 8-K Filing