Clear Channel Outdoor Holdings, Inc. (CCO) has begun a consent solicitation for its senior secured notes as part of its $6.2 billion take‑private transaction with Mubadala Capital and TWG Global. The solicitation covers three series of debt: $865 million of 7.875% notes due 2030, $1.15 billion of 7.125% notes due 2031, and $900 million of 7.5% notes due 2033, totaling $2.915 billion in principal. The company will receive $7.287 million in consent payments.
The amendments will redefine the “Change of Control” clause so that the merger does not trigger a mandatory repurchase of the notes at 101% of principal plus accrued interest. The amendments also designate the Mubadala‑affiliated and TWG‑affiliated investment funds as “Permitted Holders,” allowing them to hold the notes without triggering the change‑of‑control trigger. The consent solicitation expires on April 10, 2026.
The merger agreement, entered into on February 9, 2026, values the transaction at $6.2 billion and will take CCO private. The deal is led by Mubadala Capital LLC and TWG Global LLC, and the transaction is expected to close by the end of the third quarter of 2026. The change‑of‑control amendment is a key step in aligning the company’s debt structure with the ownership transition and preventing a costly repurchase that would have required the company to pay more than $2.9 billion in principal and interest.
By avoiding the mandatory repurchase, CCO preserves capital that can be deployed to support its U.S.‑focused operations, which have higher margins than the divested international businesses. The company has been selling overseas assets to reduce debt and improve profitability, and the debt‑amendment plan is part of that broader strategy to strengthen financial flexibility and position the company for long‑term growth.
Investors have shown strong interest in the transaction, reflecting confidence in the premium offered and the expected debt reduction. The company’s management has emphasized that the deal delivers compelling value to shareholders, strengthens financial flexibility, and positions CCO for its next phase of growth.
CEO Scott Wells said the transaction delivers compelling value to shareholders, strengthens financial flexibility by reducing debt and increasing cash flow, and positions the company for long‑term growth. He added that Mubadala Capital and TWG recognize the transformation the company has undergone.
The out‑of‑home advertising industry is experiencing a resurgence driven by digital displays and data analytics, and CCO’s focus on U.S. assets aligns with that trend. The company’s divestitures of European and Latin American businesses have reduced its debt load and improved its balance sheet, setting the stage for the private‑entity transition.
The consent solicitation is a critical step in the take‑private process, ensuring that the company’s debt obligations remain manageable while the merger proceeds. The amendments will allow CCO to maintain its capital structure and continue investing in its core U.S. business.
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