Clear Channel Outdoor Holdings, Inc.
One of the world's largest outdoor-advertising companies, Clear Channel Outdoor owns and runs the billboards, digital screens, and transit and airport ads that line highways and cities across the Americas, Europe, and Asia. Its roots stretch back to 1901, when Walter Foster and George Kleiser began leasing land and putting up standardized wooden billboards in the Pacific Northwest. The "Clear Channel" name actually comes from radio engineering, where a clear-channel station broadcasts with interference-free reach — and in 2019 the billboard business split off from its parent broadcaster to stand on its own.
Item 4 of the Original Schedule 13D is hereby amended to add the following: On February 9, 2026, the Issuer, Madison Parent Inc. ("Parent") and Madison Merger Sub Inc. ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which at closing, Merger Sub will be merged with and into the Issuer, the separate corporate existence of Merger Sub will thereupon cease and the Issuer shall continue as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of Common Stock of the Issuer will be converted into the right to receive cash in an amount equal to $2.43, without interest thereon. Support Agreement In connection with the Merger Agreement, on February 9, 2026, affiliates of the Reporting Person and Parent entered into a Support Agreement (the "Support Agreement"), pursuant to which Reporting Person and its affiliates have agreed, among other things, subject to the terms and conditions of the Support Agreement, to vote all of their shares of the Issuer in favor of the adoption of the Merger Agreement. The Support Agreement also contains customary lock-up provisions during the support period. The foregoing description of the Support Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Support Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| BlackRock, Inc. | 13GPassive | 5.9% | 30.22M | Jul 27, 2026 |
| Legion Partners Asset Management, LLC | 13D/AActivist | 0.6% | 2.81M | Jun 11, 2026 |
| Legion Partners Holdings, LLC | 13D/AActivist | 0.6% | 2.81M | Jun 11, 2026 |
| Kiper Christopher S | 13D/AActivist | 0.6% | 2.81M | Jun 11, 2026 |
| White Raymond T. | 13D/AActivist | 0.6% | 2.81M | Jun 11, 2026 |
| Legion Partners, LLC | 13D/AActivist | 0.5% | 2.50M | Jun 11, 2026 |
| Legion Partners, L.P. I | 13D/AActivist | 0.4% | 2.11M | Jun 11, 2026 |
| Legion Partners, L.P. II | 13D/AActivist | 0.04% | 187.4K | Jun 11, 2026 |
| Legion Partners Special Opportunities, L.P. XVI | 13D/AActivist | 0.04% | 204.6K | Jun 11, 2026 |
| Pacific Investment Management Company LLC | 13D/AActivist | 21.1% | 104.72M | Feb 11, 2026 |
Item 4 of the Original Schedule 13D is hereby amended to add the following: On February 9, 2026, the Issuer, Madison Parent Inc. ("Parent") and Madison Merger Sub Inc. ("Merger Sub") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which at closing, Merger Sub will be merged with and into the Issuer, the separate corporate existence of Merger Sub will thereupon cease and the Issuer shall continue as the surviving corporation of the Merger and a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the terms of the Merger Agreement, each issued and outstanding share of Common Stock of the Issuer will be converted into the right to receive cash in an amount equal to $2.43, without interest thereon. Support Agreement In connection with the Merger Agreement, on February 9, 2026, affiliates of the Reporting Person and Parent entered into a Support Agreement (the "Support Agreement"), pursuant to which Reporting Person and its affiliates have agreed, among other things, subject to the terms and conditions of the Support Agreement, to vote all of their shares of the Issuer in favor of the adoption of the Merger Agreement. The Support Agreement also contains customary lock-up provisions during the support period. The foregoing description of the Support Agreement does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the full text of the Support Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference. | ||||