Clear Channel Outdoor seeks bondholder consent for $2.9B debt amendments
Clear Channel Outdoor Holdings Inc. (NYSE: CCO) has initiated a consent solicitation for amendments to its senior secured notes totaling $2.915 billion in principal amount, according to a company statement.
The solicitation covers three series of notes: $865 million of 7.875% notes due 2030, $1.15 billion of 7.125% notes due 2031, and $900 million of 7.500% notes due 2033.
The proposed amendments aim to modify the definition of "Change of Control" in the note indentures so that Clear Channel's pending merger with Madison Parent Inc. would not trigger mandatory repurchase obligations. Under current terms, the merger would require Clear Channel to offer to repurchase the notes at 101% of principal plus accrued interest.
Clear Channel entered into the merger agreement with Madison Parent Inc. on February 9, 2026. Madison Parent is backed by investment funds affiliated with Mubadala Capital LLC and TWG Global LLC.
The company is offering consent payments totaling $7.2875 million across the three note series. Holders of the 2030 notes would receive a pro rata share of $2.1625 million, 2031 noteholders would receive $2.875 million, and 2033 noteholders would get $2.25 million.
The consent solicitation expires at 5:00 p.m. New York time on April 10, 2026. Each series requires approval from holders representing a majority of outstanding principal amount, excluding notes owned by the company or affiliates.
J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are serving as solicitation agents. The merger is expected to close by the end of the third quarter of 2026, subject to closing conditions.
If the required consents are not obtained for any series, Clear Channel would be required to make the change of control offer within 30 days following the merger's completion.
