Clear Channel Outdoor Holdings, Inc. Agrees to be Acquired by Mubadala Capital, in Partnership with TWG Global, for $6.2 Billion (Form 8-K)

Clear Channel Outdoor Holdings, Inc. Agrees to be Acquired by Mubadala Capital, in Partnership with TWG Global, for $6.2 Billion

Shareholders to receive $2.43 per share in cash, representing a 71% premium to unaffected share price

SAN ANTONIO, February 9, 2026 - Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) ("Clear Channel" or the "Company"), a leader in U.S. out-of-home (OOH) advertising, today announced that it has entered into a definitive agreement to be acquired by Mubadala Capital, in partnership with TWG Global ("TWG"). The all-cash transaction values Clear Channel at an enterprise value of $6.2 billion.

The transaction represents a significant milestone in Clear Channel's transformation, creating a streamlined and nimble ownership structure, supported by long-term capital from Mubadala Capital. With approximately $3 billion of equity capital committed, this investment is expected to enhance the Company's financial flexibility, support ongoing deleveraging efforts, and reposition it to pursue new avenues of growth. Wade Davis, a media and technology veteran who partnered with Mubadala Capital and TWG on the transaction, is expected to join Clear Channel as Executive Chairman, bringing deep industry experience to support the company's next chapter of transformation.

Under the terms of the agreement, the investor group will acquire 100% of Clear Channel's outstanding common stock, with Clear Channel's common shareholders receiving $2.43 per share in cash. The per share purchase price represents a 71% premium to the Company's unaffected share price of $1.42 on October 16, 2025, the last trading day prior to media reports regarding a potential transaction involving the Company.

"We believe this transaction delivers compelling value to our shareholders, strengthens our financial flexibility by reducing debt and increasing cash flow to invest in the business, and positions Clear Channel for its next phase of long-term growth," said Scott Wells, Chief Executive Officer of Clear Channel. "We appreciate that Mubadala Capital and TWG recognize the significant transformation our business has successfully undergone in recent years, and we look forward to partnering with them."

"This transaction reflects Mubadala Capital's approach to investing: identifying high-quality businesses where complexity creates opportunity and long-term partnership drives value. Clear Channel is a category leader with a strong platform and significant potential ahead. We look forward to supporting the company and its management through active ownership, disciplined execution, and long-term capital," said Oscar Fahlgren, Chief Investment Officer of Mubadala Capital.

"This landmark transaction represents the ideal expression of our partnership with Mubadala Capital and TWG's investment thesis in motion," said Mark Walter, Co-Chairman and CEO of TWG. "Mubadala Capital's ability to approach complex transactional situations with creativity and commit resources to support high-conviction opportunities, combined with TWG's operational expertise and track record of driving large-scale digital transformation across a range of industries, will set up Clear Channel and its management team to lead the sector at this exciting inflection point and build the next generation of digital advertising infrastructure."

"Clear Channel's nationwide billboard network and airport inventory give us a unique platform to drive the transformation of the outdoor advertising industry," said Mr. Davis. "In partnership with Mubadala Capital and TWG, I look forward to working with management to continue investing in data, measurement and transaction platforms, and unlocking the true potential of this powerful medium to drive meaningful outcomes for agencies and advertisers."

Transaction Details

The agreement was unanimously approved by Clear Channel's Board of Directors. The transaction is expected to close by the end of the third quarter of 2026, subject to customary closing conditions, including receipt of required regulatory approvals and approval by Clear Channel's common shareholders. Following the close of the transaction, Clear Channel's common stock will no longer be listed for trading on any public market. Clear Channel intends to remain headquartered in San Antonio, Texas.

The investor group, in partnership with Mr. Davis as Executive Chairman, will work closely with Clear Channel's management team to support the Company's long-term strategic direction, operational execution, and digital transformation initiatives. Newlight Partners is serving as a strategic partner to Mubadala Capital on the transaction.

Equity financing will be provided by Mubadala Capital in partnership with TWG. Apollo-managed funds (NYSE: APO) (the "Apollo Funds") have committed to invest preferred equity in the transaction. Debt financing has been committed by a group led by JPMorgan Chase Bank, N.A. and Apollo Funds.

Under the terms of the definitive agreement, Clear Channel will have a 45 day "go-shop" period during which it is permitted to actively solicit, evaluate, and consider alternative acquisition proposals from third parties. The go-shop period will expire at 11:59 PM ET on March 26, 2026. There can be no assurance that this process will result in other acquisition proposals or a superior proposal, and Clear Channel does not intend to disclose developments regarding the solicitation process unless and until its Board of Directors has made a decision with respect to any potential superior proposal.

Certain holders of approximately 48% of Clear Channel's outstanding shares of common stock as of September 30, 2025 have entered into support agreements to support the transaction.

Additional information regarding the transaction will be filed by Clear Channel with the Securities and Exchange Commission in a Current Report on Form 8-K.

2025 Fourth Quarter Earnings Update

As a result of this announcement, Clear Channel will release 2025 fourth quarter results as scheduled on Thursday, February 26, 2026, through a press release, but will not host a conference call or webcast.

Advisors

Morgan Stanley & Co. LLC and Moelis & Company LLC are serving as financial advisors to Clear Channel, and Kirkland & Ellis LLP is acting as legal advisor to the Company.

Guggenheim Securities, LLC and J.P. Morgan Securities LLC are serving as financial advisors to Mubadala Capital. Freshfields is acting as legal advisor to Mubadala Capital.

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.

About Mubadala Capital

Mubadala Capital is a global alternative asset management platform that manages, advises and administers for clients and limited partners over $430 billion in assets through its asset managers and strategic partnerships. A subsidiary of Mubadala Investment Company, Mubadala Capital combines the scale and stability of sovereign ownership with the agility and focus of a performance-driven global alternative asset management firm.

Mubadala Capital's wholly owned businesses invest across multiple asset classes and geographies, including private equity, special opportunities with a focus on Brazil, and other alternative investments. Additionally, Mubadala Capital maintains a portfolio of strategic businesses and partnerships in private wealth, credit, insurance and real estate, amongst other areas.

Mubadala Capital has a team of over 200 professionals across 5 offices - Abu Dhabi, New York, London, San Francisco, and Rio De Janeiro - and serves as a partner of choice to institutional and private investors seeking differentiated risk-adjusted returns across various private markets and alternative asset classes.

About TWG Global

TWG Global operates and invests in businesses with untapped potential and guides them to new levels of growth. Led by Mark Walter and Thomas Tull, TWG Global has interests across financial services, insurance, AI and technology, sports / media / entertainment and energy. With an enterprise value over $40 billion, the portfolio of TWG Global and its principals includes Guggenheim Investments, Guggenheim Securities, Group 1001 Insurance, and prominent sports franchises such as the LA Dodgers, LA Lakers and Chelsea FC.