Form 8-K
8-K — Clear Channel Outdoor Holdings, Inc.
Accession: 0001213900-26-035140
Filed: 2026-03-27
Period: 2026-03-26
CIK: 0001334978
SIC: 7310 (SERVICES-ADVERTISING)
Item: Other Events
Documents
8-K — ea028374701-8k_clear.htm (Primary)
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8-K — CURRENT REPORT
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
March 26, 2026
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
001-32663
88-0318078
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
4830 North Loop 1604W, Suite 111
San Antonio, Texas, 78249
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (210) 547-8800
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☒
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common Stock, $0.01 par value per share
CCO
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 8.01
Other Events.
On March 26, 2026, at 11:59 p.m., New York City
time, the 45-day “go-shop” period expired under the terms of the previously announced Agreement and Plan of Merger, dated
as of February 9, 2026 (as may be amended from time to time, the “Merger Agreement”), by and among the Company, Madison
Parent Inc., a Delaware corporation (“Parent”), and Madison Merger Sub Inc., a Delaware corporation and a wholly owned
subsidiary of Parent (“Merger Sub”), pursuant to which, subject to the satisfaction or waiver of the conditions set
forth therein, Merger Sub will be merged with and into Clear Channel, with Clear Channel continuing as the surviving corporation and a
wholly owned subsidiary of Parent (the “Merger”).
Pursuant to the Merger Agreement, at the direction
of the Company’s board of directors, the Company’s financial advisors, Morgan Stanley & Co. LLC and Moelis & Company
LLC, solicited during the 45-day “go-shop” period potential alternative acquisition proposals with respect to the Company
from third parties, making outreach to 46 parties, 7 of which executed non-disclosure agreements with the Company, none of which contained
a standstill. Each such person executing a non-disclosure agreement was provided with certain non-public information relating to the Company.
No such person made any indication of interest or other offer to acquire the Company.
Upon the expiration of the “go-shop”
period, the Company became subject to customary “no-shop” restrictions on its ability to solicit alternative acquisition proposals
from third parties and to provide non-public information to and engage in discussions or negotiations with third parties regarding alternative
acquisition proposals, subject to certain exceptions, including customary “fiduciary-out” provisions, as set forth in the
Merger Agreement.
Cautionary Statement Concerning Forward-Looking
Statements
Certain statements in this Current Report on Form
8-K, including statements regarding the Merger, stockholder approvals (including the Requisite Stockholder Approval (as defined in the
Merger Agreement)), any expected timetable for completing the Merger, the expected benefits of the Merger and any other statements regarding
the Company’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 Exchange Act. 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 the Company’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 the Company’s
business, results of operations, financial condition, and the trading price of the Company’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
the Company 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 the Company’s common stock and obtaining required regulatory approvals; the risk that restrictions on the operation of
the Company’s business during the pendency of the Merger may impact the Company’s ability to pursue certain business opportunities
or strategic transactions or undertake certain actions the Company 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 the Company’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 the Company to retain and hire key personnel, to retain customers and to maintain relationships
with business partners, suppliers and customers. The Company can give no assurance that the conditions to the Merger will be satisfied
or that the Merger will close within any anticipated time period. Various risks that could cause future results to differ from those expressed
by the forward-looking statements included in this Current Report on Form 8-K are described in the section entitled “Item 1A. Risk
Factors” of the Company’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 Current Report on Form 8-K or the date of any document referred to in this Current Report on Form 8-K. 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 It
This Current Report on Form 8-K is being made
in respect of the proposed Merger and related transactions (collectively, the “proposed transaction”) involving the
Company and by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership
with TWG Global. In accordance with the Merger Agreement, a special meeting of the stockholders of the Company (the “Special
Meeting”) will be announced as promptly as practicable to seek the Company’s stockholder 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 stockholders. This Current
Report on Form 8-K is not a substitute for the definitive proxy statement or any other document that may be filed by the Company with
the SEC.
BEFORE MAKING ANY DECISION, THE COMPANY’S
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 Company’s stockholder meeting to approve the proposed Merger or other proposals in relation to the proposed Merger should
be made only on the basis of the information contained in the Company’s definitive proxy statement. You will be able to obtain a
free copy of the definitive 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 Solicitation
The 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 stockholders in
connection with the proposed transaction. Information regarding the Company’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 the Company’s Annual Report and, when available,
in the definitive proxy statement with respect to the Special Meeting. 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 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 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 definitive 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
Date: March 27, 2026
By:
/s/ David Sailer
David Sailer
Chief Financial Officer
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