#United States #Senior Secured Notes #San Antonio #Merger Agreement #Clear Channel

Clear Channel Outdoor Initiates Consent Solicitation for Senior Secured Notes

Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) has officially commenced a consent solicitation process aimed at its outstanding senior secured notes. This strategic move is chiefly motivated by a recent merger agreement with Madison Parent Inc. This merger is anticipated to alter the corporate structure concerning the outstanding senior secured notes, which include:

• - $865 million of 7.875% Senior Secured Notes due 2030
• - $1.15 billion of 7.125% Senior Secured Notes due 2031
• - $900 million of 7.500% Senior Secured Notes due 2033

As the merger process unfolds, Clear Channel is looking to amend certain provisions in the indentures of these notes. This is critical because, without such amendments, the merger would trigger what is known as a "Change of Control," necessitating Clear Channel to repurchase the notes at a specified premium plus accrued interest.

Why Amendments Are Necessary

The proposed amendments are designed to redefine various terms linked to the transaction. Specifically, the company seeks to ensure that the merger itself, along with other related transactions, will not classify as a "Change of Control." Additionally, the firm aims to modify the definition of "Permitted Holder" to include specific investment entities affiliated with Mubadala Capital LLC and TWG Global LLC.

Moreover, the consent solicitation intends to waive any potential defaults that might arise due to the merger. It's clear that these amendments are not just a formality but rather a necessary step to facilitate an orderly transition into the new corporate framework post-merger.

Financial Implications for Note Holders

Investors holding these senior secured notes are being offered financial incentives to participate in the consent solicitation. For those who successfully deliver their consents prior to the expiration time, incentives include:

• - A total potential cash payment of $2.1625 million for holders of the 2030 notes
• - $2.875 million for those holding the 2031 notes
• - $2.25 million for the 2033 notes

It’s important to note that any consent given cannot be revoked after a certain deadline, which adds a layer of urgency for note holders to consider their options.

Upcoming Timeline

The consent solicitation is set to close by 5:00 PM New York City time on April 10, 2026, but this could be extended if necessary. Clear Channel has established a structured approach to this solicitation, ensuring that comprehensive guidance is provided to investors regarding the process.

If the requisite consent is not received within the stipulated time frame, Clear Channel would need to execute a Change of Control Offer, further underscoring the importance of this solicitation for both the company and its investors.

Conclusion

In conclusion, Clear Channel Outdoor's initiation of this consent solicitation marks an essential chapter in its transition process post-merger. The proposed amendments to the senior secured notes are crucial for the company to secure financial flexibility while executing a merger that is fundamentally reshaping its corporate structure. Investors should carefully review their options as the expiration deadline approaches, considering the potential benefits extended by Clear Channel in response to their participation in this process. The next few days will be critical as the company navigates through this pivotal phase.