Bondholders back Clear Channel (NYSE: CCO) merger-related debt changes

Rhea-AI Filing Summary

Clear Channel Outdoor Holdings has secured lender and bondholder consent to modify key debt terms tied to its planned merger with Madison Parent Inc. The company executed supplemental indentures for its 7.875% notes due 2030, 7.125% notes due 2031 and 7.500% notes due 2033, and a seventh amendment to its credit agreement.

The amendments change the definition of “Change of Control” so that the planned merger will not trigger change-of-control provisions under these instruments. The changes become operative immediately before the merger closes and fall away if the merger agreement is terminated and the merger is not completed.

Insights

Credit & capital structure analyst

Clear Channel aligns bond and loan terms with its pending merger, avoiding a change-of-control trigger.

Clear Channel obtained required consents on three senior secured note issues and its credit facility to redefine “Change of Control” so the planned merger with Madison Parent Inc. is not treated as such under these agreements. This removes the automatic consequences usually linked to a change-of-control event.

The affected notes total $865,000,000 due 2030, $1,150,000,000 due 2031, and $900,000,000 due 2033, plus the term and revolving debt under the credit agreement. The amendments become operative immediately before merger closing and lapse if the merger does not occur, tying them directly to this transaction.

For creditors, the amendment means the merger itself will not create a contractual change-of-control situation under these instruments. The overall impact depends on final merger completion and ongoing performance, with further details expected through future company reports and merger-related disclosures.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

7.875% Senior Secured Notes due 2030: $865,000,000 aggregate principal 7.125% Senior Secured Notes due 2031: $1,150,000,000 aggregate principal 7.500% Senior Secured Notes due 2033: $900,000,000 aggregate principal

3 metrics

7.875% Senior Secured Notes due 2030 $865,000,000 aggregate principal Outstanding notes referenced in consent solicitation

7.125% Senior Secured Notes due 2031 $1,150,000,000 aggregate principal Outstanding notes referenced in consent solicitation

7.500% Senior Secured Notes due 2033 $900,000,000 aggregate principal Outstanding notes referenced in consent solicitation

Key Terms

Supplemental Indenture, Change of Control, Consent Solicitation, Senior Secured Notes, +2 more

6 terms

Supplemental Indenture financial

"entered into certain supplemental indentures, including (i) a supplemental indenture"

A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.

Change of Control financial

"to amend the defined term “Change of Control” in each of the Indentures"

A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.

Consent Solicitation financial

"previously announced consent solicitation (the “Consent Solicitation”)"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

Senior Secured Notes financial

"governing its 7.875% Senior Secured Notes due 2030"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Credit Agreement financial

"in connection with the Credit Agreement dated as of August 23, 2019"

A credit agreement is a written loan contract between a borrower and a bank or other lender that lays out how much money can be borrowed, the interest rate, repayment schedule, fees, and the rules the borrower must follow. For investors, it matters because those terms affect a company’s cash costs, borrowing flexibility and risk of default — similar to how a mortgage’s rules determine a homeowner’s monthly budget and freedom to make changes.

Merger Agreement financial

"previously announced entry into an Agreement and Plan of Merger, dated February 9, 2026 (the “Merger Agreement”)"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 9, 2026

CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-32663		88-0318078
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

4830 North Loop 1604W, Suite 111

San Antonio, Texas, 78249

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (210) 547-8800

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		CCO		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Supplemental Indentures

On April 9, 2026, Clear Channel Outdoor Holdings, Inc. (the “Company”), certain subsidiary guarantors (the “Subsidiary Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (in such capacity, the “Trustee”) and notes collateral agent (in such capacity, the “Notes Collateral Agent”), entered into certain supplemental indentures, including (i) a supplemental indenture (the “2030 Notes Supplemental Indenture”) to the Indenture, dated March 18, 2024 (the “2030 Notes Indenture”) governing its 7.875% Senior Secured Notes due 2030 (the “2030 Notes”), (ii) a supplemental indenture (the “2031 Notes Supplemental Indenture”) to the Indenture, dated August 4, 2025 (the “2031 Notes Indenture”) governing its 7.125% Senior Secured Notes due 2031 (the “2031 Notes”), and (iii) a supplemental indenture (the “2033 Notes Supplemental Indenture”, and, together with the 2030 Notes Supplemental Indenture and 2031 Notes Supplemental Indenture, each, a “Supplemental Indenture” and, collectively, the “Supplemental Indentures”) to the Indenture, dated March 18, 2024 (the “2033 Notes Indenture”, and, together with the 2030 Notes Indenture and 2031 Notes Indenture, each, an “Indenture” and, collectively, the “Indentures”) governing its 7.500% Senior Secured Notes due 2033 (the “2033 Notes”, and, together with the 2030 Notes and 2031 Notes, the “Notes”).

The Company and the Subsidiary Guarantors entered into each of the Supplemental Indentures following receipt of the requisite consents from holders of the Notes pursuant to the Company’s previously announced consent solicitation (the “Consent Solicitation”) to amend certain provisions of the Indentures, which expired at 5:00 p.m., New York City time on April 10, 2026. The Consent Solicitation was conducted in connection with the Company’s previously announced entry into an Agreement and Plan of Merger, dated February 9, 2026 (the “Merger Agreement”), with Madison Parent Inc. (“Parent”) and Madison Merger Sub Inc. (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent. The Company solicited consents to amend the defined term “Change of Control” in each of the Indentures to provide that the Merger will not constitute a Change of Control under any of the Indentures and to add or amend certain other defined terms contained in each of the Indentures related to the foregoing (the “Proposed Indenture Amendments”).

The Supplemental Indentures became effective immediately upon execution, but each of the Proposed Indenture Amendments will not become operative, among certain other conditions, until immediately prior to the consummation of the Merger, and will cease to be effective if the Merger Agreement is terminated in accordance with its terms and the Merger is not consummated.

Credit Agreement Amendment

On April 10, 2026, in connection with the Credit Agreement dated as of August 23, 2019, among the Company, the several lenders from time to time party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and as collateral agent, and the other parties thereto (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Existing Credit Agreement” and as amended by the Seventh Amendment (as defined below), the “Amended Credit Agreement”), the Company, the Administrative Agent and the lenders party thereto entered into the Seventh Amendment to Credit Agreement (the “Seventh Amendment”), dated as of April 10, 2026, following receipt of the requisite consents from lenders pursuant to the Existing Credit Agreement. The Company solicited consents to amend the defined term “Change of Control” in the Existing Credit Agreement to provide that the Merger will not constitute a Change of Control under the Amended Credit Agreement and to add or amend certain other defined terms contained in the Amended Credit Agreement related to the foregoing (the “Proposed Credit Agreement Amendments”, and together with the Proposed Indenture Amendments, the “Proposed Amendments”).

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The Seventh Amendment became effective immediately upon its execution, but the Proposed Credit Agreement Amendments will not become operative, among certain other conditions, until immediately prior to the consummation of the Merger, and will cease to be operative if the Merger Agreement is terminated in accordance with its terms and the Merger is not consummated.

The foregoing descriptions of the Supplemental Indentures and the Seventh Amendment are summaries and are qualified in their entirety by reference to each of the Supplemental Indentures, which are attached hereto as Exhibits 4.1, 4.2 and 4.3, and the Seventh Amendment, which is attached hereto as Exhibit 10.1, and are incorporated by reference into this Item 1.01.

Item 7.01. Regulation FD Disclosure.

In connection with the Consent Solicitation, the Company issued a press release on April 13, 2026 announcing the receipt of the consents required to effect the Proposed Amendments and the entry into the Supplemental Indentures and Seventh Amendment in connection therewith. A copy of such press release is furnished as Exhibit 99.1 attached hereto and is incorporated herein by reference.

The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the Securities and Exchange Commission (the “SEC”) for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this Current Report on Form 8-K, including statements regarding the Merger, stockholder approvals (including the Requisite Stockholder Approval (as defined in the Merger Agreement)), any expected timetable for completing the Merger, the expected benefits of the Merger and any other statements regarding the Company’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act. The words “expect,” “anticipate,” “estimate,” “believe,” “forecast,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy,” “target,” “will” and similar words and expressions are intended to identify such forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond the Company’s control and are difficult to predict. These risks and uncertainties include, but are not limited to: uncertainties associated with the proposed Merger, including the failure to consummate the Merger in a timely manner or at all, could adversely affect the Company’s business, results of operations, financial condition, and the trading price of the Company’s common stock; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring the Company to pay a termination fee pursuant to the Merger Agreement; failure to satisfy the conditions precedent to consummate the Merger, including the adoption of the Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of the Company’s common stock and obtaining required regulatory approvals; the risk that restrictions on the operation of the Company’s business during the pendency of the Merger may impact the Company’s ability to pursue certain business opportunities or strategic transactions or undertake certain actions the Company might otherwise have taken; potential litigation relating to, or other unexpected costs resulting from, the Merger; the risk that any announcements relating to the Merger could have adverse effects on the market price of the Company’s common stock, credit ratings or operating results; and the risk that the Merger and its announcement could have an adverse effect on the ability of the Company to retain and hire key personnel, to retain customers and to maintain relationships with business partners, suppliers and customers. The Company can give no assurance that the conditions to the Merger will be satisfied or that the Merger will close within any anticipated time period. Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this Current Report on Form 8-K are described in the section entitled “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, initially filed with the SEC on February 26, 2026, as amended by Amendment No. 1 to such Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026 (the “Annual Report”), as well as other risks and forward-looking statements in other reports and filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report on Form 8-K or the date of any document referred to in this Current Report on Form 8-K. Except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

4.1		Supplemental Indenture, dated as of April 9, 2026, by and among Clear Channel Outdoor Holdings, Inc., the Subsidiary Guarantors named therein, and U.S. Bank Trust Company, National Association, relating to the Company’s 7.875% Senior Secured Notes.
4.2		Supplemental Indenture, dated as of April 9, 2026, by and among Clear Channel Outdoor Holdings, Inc., the Subsidiary Guarantors named therein, and U.S. Bank Trust Company, National Association, relating to the Company’s 7.125% Senior Secured Notes.
4.3		Supplemental Indenture, dated as of April 9, 2026, by and among Clear Channel Outdoor Holdings, Inc., the Subsidiary Guarantors named therein, and U.S. Bank Trust Company, National Association, relating to the Company’s 7.500% Senior Secured Notes.
10.1		Seventh Amendment to Credit Agreement, dated as of April 10, 2026, by and among Clear Channel Outdoor Holdings, Inc., the several lenders from time to time party thereto, Deutsche Bank AG New York Branch, as Administrative Agent and as Collateral Agent, and each other party thereto, relating to the Company’s Existing Credit Agreement.
99.1		Press Release, dated April 13, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
Date: April 13, 2026	By:	/s/ David Sailer
		David Sailer
		Chief Financial Officer

4

Exhibit 99.1

Clear Channel Outdoor Holdings, Inc. Announces Results of
Consent Solicitation Relating to its Outstanding Senior Secured Notes

San Antonio, Texas, April 13, 2026 – Clear Channel Outdoor Holdings, Inc. (“Clear Channel” or the “Company”) (NYSE: CCO) today announced the results of its previously announced consent solicitation (the “Consent Solicitation”) with respect to certain amendments (the “Amendments”) to the indentures (the “Indentures”) governing its outstanding senior secured notes (the “Senior Secured Notes”), consisting of (i) $865,000,000 aggregate principal amount of 7.875% Senior Secured Notes due 2030 (CUSIPs 18453HAF3 and U1828LAE8); (ii) $1,150,000,000 aggregate principal amount of 7.125% Senior Secured Notes due 2031 (CUSIPs 18453HAG1 and U1828LAF5); and (iii) $900,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2033 (CUSIPs 18453HAH9 and U1828LAG3) in accordance with the consent solicitation statement (as it may be amended or modified, the “Consent Solicitation Statement”).

As of April 9, 2026, and according to the information received by D.F. King & Co., Inc., as information agent and tabulation agent (the “Information and Tabulation Agent”), the requisite consent with respect to each series of Senior Secured Notes (the “Requisite Consent”) had been provided and not validly revoked. Accordingly, the Company has obtained the Requisite Consent, in each case, required to effect the Amendments.

On April 9, 2026, in connection with receiving the Requisite Consent for each series of Senior Secured Notes, the Company, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, have executed and delivered supplemental indentures (each, a “Supplemental Indenture” and, together, the “Supplemental Indentures”) to each Indenture, pursuant to which, with respect to each series of Senior Secured Notes, the Amendments have become effective. Upon the Amendments becoming effective with respect to a series of Senior Secured Notes and operative immediately prior to consummation of the Merger, all holders of the Senior Secured Notes of such series will be bound by the terms thereof, even if they did not deliver consents to the Amendments.

The Consent Solicitation was conducted in accordance with the previously announced Agreement and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”), dated February 9, 2026, among the Company, Madison Parent Inc. (“Parent”) and Madison Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly owned subsidiary of Parent. If the Merger Agreement is terminated and the Merger is not consummated, the Amendments will automatically cease to be effective, the Amendments will not become operative and no Consent Payment (as defined in the Consent Solicitation Statement) will be made.

J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC served as solicitation agents (the “Solicitation Agents”) in connection with the Consent Solicitation. Requests for copies of the Consent Solicitation Statement and other related materials with respect to the Consent Solicitation should be directed to the Information and Tabulation Agent for the Consent Solicitation, at (646) 971-2689 (Banks and Brokers; collect), (800) 290-6433 (all others; toll-free) or CCO@dfking.com.

The Company’s and/or Parent’s obligations to pay any Consent Payment are set forth solely in the Consent Solicitation Statement. This press release is for informational purposes only and this press release and the Consent Solicitation Statement do not constitute an offer to purchase or a solicitation of an offer to sell any Senior Secured Notes or other securities. The Consent Solicitation has been made only by, and pursuant to the terms of, the Consent Solicitation Statement, and the information in this press release is qualified in its entirety by reference to the Consent Solicitation Statement.

About Clear Channel Outdoor Holdings, Inc.

Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) is at the forefront of driving innovation in the out-of-home advertising industry. Clear Channel’s dynamic advertising platform is broadening the pool of advertisers using its medium through the expansion of digital billboards and displays and the integration of data analytics and programmatic capabilities that deliver measurable campaigns that are simpler to buy. By leveraging the scale, reach and flexibility of Clear Channel’s diverse portfolio of assets, we connect advertisers with millions of consumers every month.

Cautionary Statement Concerning Forward-Looking Statements

Certain statements in this press release, including statements regarding the Merger, stockholder approvals for the Merger, any expected timetable for completing the Merger, the expected benefits of the Merger and any other statements regarding Clear Channel’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical fact constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended. The words “expect,” “anticipate,” “estimate,” “believe,” “forecast,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy,” “target,” “will” and similar words and expressions are intended to identify such forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond Clear Channel’s control and are difficult to predict.

These risks and uncertainties include, but are not limited to: uncertainties associated with the proposed Merger, including the failure to consummate the Merger in a timely manner or at all, could adversely affect Clear Channel’s business, results of operations, financial condition, and the trading price of Clear Channel’s common stock; the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring Clear Channel to pay a termination fee pursuant to the Merger Agreement; failure to satisfy the conditions precedent to consummate the Merger, including the adoption of the Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of Clear Channel’s common stock and obtaining required regulatory approvals; the risk that restrictions on the operation of Clear Channel’s business during the pendency of the Merger may impact Clear Channel’s ability to pursue certain business opportunities or strategic transactions or undertake certain actions Clear Channel might otherwise have taken; potential litigation relating to, or other unexpected costs resulting from, the Merger; the risk that any announcements relating to the Merger could have adverse effects on the market price of Clear Channel’s common stock, credit ratings or operating results; and the risk that the Merger and its announcement could have an adverse effect on the ability of Clear Channel to retain and hire key personnel, to retain customers and to maintain relationships with business partners, suppliers and customers. Clear Channel can give no assurance that the conditions to the Merger will be satisfied or that it will close within the anticipated time period.

2

Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this press release are described in the section entitled “Item 1A. Risk Factors” of the Company’s reports filed with the U.S. Securities and Exchange Commission (the “SEC”), including Clear Channel’s Annual Report on Form 10-K for the year ended December 31, 2025, initially filed with the SEC on February 26, 2026, as amended by Amendment No. 1 to such Annual Report on Form 10-K/A for the fiscal year ended December 31, 2025, filed with the SEC on March 27, 2026, as well as other risks and forward-looking statements in other reports and filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release or the date of any document referred to in this press release. Except as required by applicable law, the Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

For further information, please contact:

Investor contact:

Laura Kiernan

VP Investor Relations

914-598-7733

InvestorRelations@clearchannel.com

Press contact:

FGS Global

Danya Al-Qattan/Stephen Pettibone

ClearChannel@fgsglobal.com

3

FAQ

What did Clear Channel Outdoor (CCO) change in its debt agreements?

Clear Channel amended its senior secured note indentures and credit agreement to redefine “Change of Control” so the planned merger with Madison Parent Inc. will not trigger change-of-control provisions, with these changes only operating immediately before closing and expiring if the merger is not completed.

Which Clear Channel senior secured notes are affected by the consent solicitation?

The amendments cover three series of senior secured notes: 7.875% notes due 2030 with $865,000,000 aggregate principal, 7.125% notes due 2031 with $1,150,000,000, and 7.500% notes due 2033 with $900,000,000, as described in the company’s consent solicitation and supplemental indentures.

How are the merger and the amended Change of Control definition linked for CCO?

The company revised the “Change of Control” definition so the merger with Madison Parent Inc. will not be treated as a change of control under the note indentures and credit agreement. These amendments only become operative immediately before merger consummation and cease if the merger agreement is terminated.

When do Clear Channel’s supplemental indentures and Seventh Amendment take effect?

The supplemental indentures and Seventh Amendment became effective upon execution. However, the operative amendments tied to the “Change of Control” definition only become operative immediately prior to consummation of the merger and automatically stop being effective if the merger does not close under the merger agreement.

Did Clear Channel obtain the required consents for the note amendments?

As of April 9, 2026, the company had received the requisite consent for each series of senior secured notes, according to the tabulation agent. After obtaining these consents, Clear Channel executed supplemental indentures so the amendments could become effective in connection with the planned merger.

What happens to Clear Channel’s note amendments if the merger is not completed?

If the merger agreement is terminated and the merger is not consummated, the amendments to the note indentures will automatically cease to be effective and will not become operative, and no consent payment will be made, as described in the consent solicitation statement and related press release.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 PRESS RELEASE, DATED APRIL 13, 2026 16.3 KB

Agreements & Contracts

• EX-10.1 SEVENTH AMENDMENT TO CREDIT AGREEMENT, DATED AS OF APRIL 10, 2026, BY AND AMONG 1.4 MB

Other Documents

• EX-4.1 SUPPLEMENTAL INDENTURE, DATED AS OF APRIL 9, 2026, BY AND AMONG CLEAR CHANNEL OU 55.2 KB
• EX-4.2 SUPPLEMENTAL INDENTURE, DATED AS OF APRIL 9, 2026, BY AND AMONG CLEAR CHANNEL OU 55.6 KB
• EX-4.3 SUPPLEMENTAL INDENTURE, DATED AS OF APRIL 9, 2026, BY AND AMONG CLEAR CHANNEL OU 55.4 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB