Clear Channel Outdoor (CCO) Proxy filing summary

Executive summary

• Consent solicitation launched to amend indentures for $2.9B in senior secured notes, in connection with a pending merger with Madison Parent Inc. and affiliates of Mubadala Capital and TWG Global.

• Proposed amendments would prevent the merger from triggering a "Change of Control" under the notes, avoiding mandatory repurchase at 101% of principal plus interest.

• Consent payments totaling $7.3M will be distributed pro rata to consenting noteholders if amendments are approved and the merger closes.

• The merger is expected to close by the end of Q3 2026, subject to regulatory and shareholder approvals.

• If the merger is not consummated, amendments will not become operative and no consent payments will be made.

Voting matters and shareholder proposals

• A special meeting of stockholders will be called to vote on the merger and related proposals.

• Stockholder approval is required for the merger to proceed.

• Proxy materials, including a definitive proxy statement, will be filed and mailed to stockholders.

Board of directors and corporate governance

• Directors, executive officers, and certain employees may participate in the proxy solicitation.

• Information on directors and executive officers, including compensation and security ownership, will be included in the proxy statement.