Opening the filing
8-K
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Introductory Note.
As previously disclosed, on February 9, 2026, Clear Channel Outdoor Holdings, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Madison Parent Inc., a Delaware corporation (“ Parent ”), and Madison Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (“ Merger Sub ”), which provides for the merger of Merger Sub with and into the Company with the Company surviving the merger as a wholly owned subsidiary of Parent (the “ Merger ”).
On October 14, 2026 (the “ Closing Date ”), on the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the Delaware General Corporation Law (the “ DGCL ”), the Merger was consummated. At the effective time of the Merger (the “ Effective Time ”), the separate corporate existence of Merger Sub ceased, and the Company survived the Merger as a wholly owned subsidiary of Parent.
Item 1.01 Entry into a Material Definitive Agreement.
Eighth Amendment to Credit Agreement
Substantially concurrently with the closing of the Merger, on October 14, 2026, the Company entered into an eighth amendment (the “ Credit Agreement Amendment ”) to the Company’s credit agreement, dated as of August 23, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified, the “ Credit Agreement ”), with Deutsche Bank AG New York Branch, as administrative agent (the “ Administrative Agent ”)
and collateral agent, the several lenders from time to time party thereto and each other party thereto. The Credit Agreement governs the Company’s revolving credit facility (the “ Revolving Credit Facility ”) and term loan.
Pursuant to the Credit Agreement Amendment, the Company incurred $100 million of incremental term loans, the proceeds of which were used to fund payments required in connection with the Merger and for other general corporate purposes, and to pay fees, costs and expenses in connection with the Credit Agreement Amendment.
In connection with the closing of the Merger, in addition to the Credit Agreement Amendment, the Company delivered notice to the Administrative Agent as required by the Credit Agreement, to terminate in full and permanently reduce the commitment under the Revolving Credit Facility to $0, effective as of the date of the Merger.
The remaining terms of the Credit Agreement, as amended by the Credit Agreement Amendment, are substantially the same as the terms under the existing Credit Agreement, including with respect to events of default and loan acceleration.
The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with the closing of the Merger, the third amendment to the Company’s ABL Credit Agreement, dated as of August 23, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified, the “ ABL Credit Agreement ”) (the “ Third Amendment ”), which was executed on May 15, 2026, has become effective.
Item 1.02 Termination of a Material Definitive Agreement.
On October 14, 2026, in connection with the closing of the Merger, the Company irrevocably deposited with U.S. Bank Trust Company, National Association, as trustee (the “ Trustee ”), funds in an aggregate amount of approximately $1,872.7 million, sufficient to pay (i) the regular interest payment due on October 15, 2026 on the Company’s 7.750% Senior Notes due 2028 (the “ 2028 Notes ”) and (ii) the redemption price of all outstanding 2028 Notes and the Company’s 7.500% Senior Notes due 2029 (the “ 2029 Notes ” and, together with the 2028 Notes, the “ Senior Notes ”). As a result, the indenture, dated as of February 17, 2021, among the Company, the guarantors party thereto and the Trustee, governing the 2028 Notes, and the indenture, dated as of June 1, 2021, among the Company, the guarantors party thereto and the Trustee, governing the 2029 Notes, were each satisfied and discharged in accordance with their terms, except for certain provisions thereof that, by their terms, survive such satisfaction and discharge. The Senior Notes will be redeemed in full on October 24, 2026 at a redemption price equal to 100% of the principal amount thereof, plus accrued and unpaid interest to, but excluding, the redemption date.
Item 2.01 Completion of Acquisition or Disposition of Assets.
As described above, at the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, (i) Parent completed its previously announced acquisition of the Company, (ii) the Company became a wholly owned subsidiary of Parent and (iii) each share of common stock, par value $0.01 per share, of the Company (the “ Company Common Stock ”) issued and outstanding immediately prior to the Effective Time (other than shares of Company Common Stock (a) held by the Company as treasury stock, (b) owned by Parent or any wholly owned subsidiary of the Company or Parent (including Merger Sub) or (c) held by any holder who properly exercised, and did not withdraw or lose, appraisal rights in accordance with Section 262 of the DGCL), was converted into the right to receive an amount in cash equal to $2.43 per share, without interest (the “ Merger Consideration ”).
Company Options . At the Effective Time, each option to purchase shares of Company Common Stock (each, a “ Company Option ”) that was outstanding immediately prior to the Effective Time was automatically, without any action on the part of Parent, Merger Sub, the Company or the holder thereof, cancelled and converted into the right to receive an amount in cash, without interest and subject to applicable withholding taxes, equal to the product of (i) the number of shares of Company Common Stock subject to such Company Option as of immediately prior to the Effective Time and (ii)
the excess, if any, of the Merger Consideration over the exercise price per share of such Company Option. Company Options with an exercise price per share equal to or greater than the Merger Consideration were automatically cancelled and forfeited for no consideration at the Effective Time.
Item 1.01 of this Current Report on Form 8-K, including the information relating to change of control triggering events under the existing Credit Agreement is incorporated by reference in this Item 2.04.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continuing Listing Rule or Standard; Transfer of Listing.
In connection with the consummation of the Merger, the Company notified the New York Stock Exchange (the “ NYSE ”) on October 14, 2026 that the Merger had been completed and requested that the trading of the Company Common Stock be suspended and the listing of the Company Common Stock on the NYSE be removed.
The Company has requested that the NYSE file a Form 25 with the Securities and Exchange Commission (the “ SEC ”) to report that the Company Common Stock was no longer listed on the NYSE and to deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). After the Form 25 becomes effective, the Company intends to file with the SEC a Certification and Notification of Termination on Form 15 requesting the termination of registration of the Company Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Company Common Stock.
The information in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
Item 3.03 Material Modification to Rights of Security Holders.
The information in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.01 Changes in Control of Registrant.
As a result of the consummation of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent.
The total amount of cash consideration payable to the Company’s equityholders at closing in connection with the Merger and pursuant to the Merger Agreement was approximately $1.3 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from (i) approximately $3.3 billion in the form of equity investments by funds affiliated with MIC Capital Management UK LLP (“ Mubadala ”), (ii) the proceeds of the incremental term loans described in Item 1.01 of this Current Report on Form 8-K and (iii) cash on hand of the Company.
The information in the Introductory Note and in Item 2.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective upon the consummation of the Merger, Scott Wells ceased to serve as Chief Executive Officer and President and separated from the Company and its subsidiaries. Effective upon consummation of the Merger, Wade Davis was appointed as President and Chief Executive Officer of the Company, which will operate as a private standalone company.
Each of W. Benjamin Moreland, John Dionne, Lisa Hammitt, Andrew Hobson, Timothy P. Jones, Thomas C. King, Joe Marchese, Scott R. Wells, Raymond T. White, and Jinhy Yoon resigned from the Company’s board of directors and from any and all committees of the board of directors on which they served and ceased to be directors of the Company.
Effective upon consummation of the Merger, Wade Davis, Lynn Feldman, and David Sailer were appointed as directors of the Company.
In addition, at the Effective Time, the Company terminated the Clear Channel Outdoor Holdings, Inc. 2012 Third Amended and Restated Stock Incentive Plan.
The information in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.