UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.01 Changes in Control of Registrant.
On October 14, 2026, Clear Channel Outdoor Holdings, Inc. filed a Current Report on Form 8-K (the “Original Current Report”) to report, among other things, the consummation of the Merger. Item 5.01 of the Original Current Report is hereby amended and restated in its entirety as follows:
As a result of the consummation of the Merger, a change of control of the Company occurred and the Company became a wholly owned subsidiary of Parent. The total amount of cash consideration payable to the Company’s equityholders at closing in connection with the Merger and pursuant to the Merger Agreement was approximately $1.3 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from (i) approximately $2.9 billion in the form of equity investments by funds affiliated with MIC Capital Management UK LLP (“Mubadala”), (ii) the proceeds of the incremental term loans described in Item 1.01 of the Original Current Report and (iii) cash on hand of the Company.
The information in the Introductory Note and in Item 2.01 and Item 5.02 of the Original Current Report is incorporated by reference into this Item 5.01. Capitalized terms used but not defined herein have the meanings given to them in the Original Current Report.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description of Exhibit | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: October 16, 2026 | By: | /s/ David Sailer |
| Name: | David Sailer | |
| Title: | Chief Financial Officer | |
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