Next steps for Clear Channel Outdoor shareholders?

Earlier this week Clear Channel Outdoor agreed to sell to Mubadala Capital/TWG for $6.2 billion.  A Billboard Insider reader asks: “I’m curious what the next step would be for Clear Channel Outdoor stock holders?”

Here’s what we know after reviewing the Form 14A Clear Channel Outdoor filed on the sale.

  • The Clear Channel Outdoor board will submit the merger agreement to the company’s shareholders for approval.  Approval takes 51%.
  • All Clear Channel Outdoor restricted stock and employee compensation stock will vest and receive $2.43 per share when the transaction closing.  A big payday for Scott Wells and the other Clear Channel Outdoor execs.
  • Clear Channel can solicit other proposals for 45 days until March 26, 2025.  If Clear Channel determines another offer is superior it can terminate the sale agreement by paying a $19.9 million fee to Mubadala/TWG.  If Clear Channel Outdoor terminates the transaction for any other reason it must pay a $93 million termination fee.
  • Closing is expected to happen in the third quarter of 2026 after shareholder approval and government approval.  At closing every Clear Channel Outdoor shareholder will receive $2.43 per share when the transaction closes.
  • We would note that at one class action law firm is investigating whether there is a case for challenging the sale.  We doubt there’s a case, especially because there’s a 45 day shop period for the board to try to encourage better offers.

So what should a Clear Channel Outdoor shareholder do?  Vote for the sale when you get your solicitation from the company and wait with your fingers crossed until the transaction closes in the third quarter of 2025.  You’d be crazy not to take the money and your profits.   You’ve got a 70-90% gain if you bought during the past year.   We don’t expect there will be any regulatory approval difficulties because this is a transfer from one set of owners to another and not a market consolidating acquisition.

 

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