SCHEDULE: Clear Channel Outdoor Merger Backed by Legion Partners

Legion Partners and its affiliates have entered into a support agreement to vote their 5.3% stake in favor of Clear Channel Outdoor Holdings' acquisition by an investor consortium led by Mubadala Capital and TWG Global.

Summary

• Legion Partners and its affiliates, holding approximately 5.3% of Clear Channel Outdoor Holdings, Inc. (CCOH) common stock, have formally agreed to support the company's acquisition.
• CCOH entered into a Merger Agreement on February 9, 2026, to be acquired by an investor consortium comprising affiliates of Mubadala Capital and TWG Global.
• Under the Merger Agreement, Madison Merger Sub Inc. will merge into CCOH, making CCOH a wholly-owned subsidiary of Madison Parent Inc.
• The Reporting Persons (Legion Partners entities and individuals) signed Support Agreements, committing to vote their shares in favor of the merger and against any alternative acquisition proposals.
• They also agreed not to sell or transfer their shares until the requisite stockholder approval is received, with limited exceptions.
• The Support Agreement can terminate under specific conditions, including a change in the Company Board's recommendation.
• The aggregate beneficial ownership of the Reporting Persons is 26,230,553 shares, representing 5.3% of the 498,488,033 shares outstanding as of February 5, 2026.
• Raymond T. White, a director representing Legion Partners Asset Management, was awarded 293,857 restricted stock units (RSUs) which have vested, with the economic interest transferred to Legion Partners Asset Management.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a positive development for shareholders, as a definitive merger agreement with significant shareholder support provides a clear exit strategy and reduces uncertainty regarding the company's future ownership.

Positives

• A significant shareholder (Legion Partners) has committed to supporting the merger, increasing the likelihood of its approval.
• The merger provides a clear path for Clear Channel Outdoor Holdings to be acquired, potentially offering liquidity to shareholders at the agreed-upon price.

Negatives

• Reporting Persons are restricted from selling or transferring their shares until stockholder approval, limiting their flexibility.
• The Support Agreement terminates if the Board changes its recommendation, indicating potential for uncertainty if a superior offer emerges.

Risks

• The merger is subject to stockholder approval and other terms and conditions, meaning it is not yet finalized.
• A Company Board Recommendation Change could lead to the termination of the Support Agreement and potentially the merger itself.
• The inability of Reporting Persons to sell shares prior to approval could expose them to market fluctuations if the merger fails.

Future Outlook

The filing indicates a clear path towards the acquisition of Clear Channel Outdoor Holdings, Inc. by an investor consortium, subject to stockholder approval and other closing conditions. The future outlook for the company, if the merger proceeds, is to become a privately held entity under the ownership of Mubadala Capital and TWG Global.

Industry Context

StockSavvy.ai notes that the outdoor advertising industry has seen consolidation and strategic investments, with private equity and investment consortiums often targeting established players for their stable cash flows and potential for digital transformation. This acquisition by Mubadala Capital and TWG Global aligns with a trend of private capital seeking opportunities in mature, yet evolving, sectors like outdoor media, potentially aiming to optimize operations or accelerate digital infrastructure upgrades away from public market scrutiny.

Comparison to Industry Standards

• The acquisition of Clear Channel Outdoor Holdings by an investor consortium is consistent with broader M&A trends in the outdoor advertising sector, where companies like JCDecaux and Outfront Media have also been involved in strategic transactions or faced activist investor pressure.
• The 5.3% stake held by Legion Partners is a significant activist position, comparable to stakes held by other activist funds in companies like Gannett (e.g., MNG Enterprises) or Kohl's (e.g., Macellum Advisors), where they often push for strategic alternatives including sales.
• The use of a Support Agreement is a standard mechanism in M&A transactions to secure shareholder votes, similar to agreements seen in the acquisition of Tiffany & Co. by LVMH or Sprint by T-Mobile, ensuring a smoother path to deal completion.

Management Changes

Related Party Transactions

• Raymond T. White, a director representing Legion Partners Asset Management, was awarded 293,857 restricted stock units (RSUs) by the Issuer.
• Legion Partners Asset Management is entitled to receive all economic interests from these RSUs for no consideration, as Mr. White serves as their representative.

Stakeholder Impact

• Shareholders: Will receive consideration for their shares upon completion of the merger, providing liquidity. Those who are Reporting Persons are restricted from selling shares until approval.
• Employees: The merger could lead to changes in management or operational structure, potentially impacting employment.
• Customers/Suppliers: The change in ownership could lead to new strategic directions or operational adjustments, potentially affecting existing relationships.

Next Steps

• Obtain Requisite Stockholder Approval for the Merger Agreement.
• Complete the Merger, with Clear Channel Outdoor Holdings, Inc. becoming a wholly-owned subsidiary of Madison Parent Inc.

Key Dates

Recommendation

The filing indicates a definitive merger agreement is in place, with a significant shareholder group (Legion Partners) committing to vote in favor. This suggests a high probability of the merger closing. Investors should hold their shares to realize the merger consideration, assuming the deal price is attractive. Selling now might forgo potential upside if the deal closes at a premium, while buying now would be speculative unless the current price is below the expected merger consideration, offering a small arbitrage opportunity. Given the support agreement, the primary risk is the deal failing, but the commitment from a 5.3% holder reduces that risk.

Keywords

Clear Channel Outdoor Holdings, CCOH, Merger Agreement, Schedule 13D/A, Legion Partners, Mubadala Capital, TWG Global, Acquisition, Support Agreement, Shareholder Vote, Corporate Action, Outdoor Advertising