We thought you’d like to see a copy of a toolkit circulated to Clear Channel Outdoor managers  containing frequently asked questions and other talking points related to the sale of Clear Clear Channel Outdoor to Mubadala Capital.  The toolkit was filed with the SEC so is public information.

Announced Acquisition of Clear Channel

Manager Toolkit

Note to Managers: This document is for use by Clear Channel managers in speaking with their direct reports about the transaction. It is intended for manager use only and should not be distributed or forwarded.

If a question is asked that is not covered in this document, please do not speculate or make up an answer. Instead, take note of the question and respond with the following:“I don’t have the information to answer your question, and I don’t want to provide any information that may not be accurate. I am happy to pass your question along and get back to you.”

Please refer all questions you are unable to answer to Daniel Samovici.

Talking Points

• As you’re aware, Clear Channel has entered into an agreement to be acquired by Mubadala Capital, a global alternative asset management platform with deep experience in media and technology, in partnership with TWG Global.
• This moment marks the beginning of a new chapter for Clear Channel.
• It is a recognition of your hard work and dedication to redefining the out-of-home advertising industry. It is also a recognition of the changes we’ve made to transform our business.
• Mubadala Capital brings not only a global investment platform, but significant resources, and deep experience building and scaling enduring businesses with discipline.
• TWG Global brings industry expertise and strong networks in the media, advertising and technology sectors.
• Following the close, Wade Davis, an accomplished media and technology executive who currently serves as the Vice Chairman of TelevisaUnivision and previously served as the CFO of Viacom, is expected to join as Executive Chairman.
• Please know that with this transaction, our mission, our values and our commitment to connecting brands with audiences in meaningful, measurable ways will not change.
• We expect the transaction to occur by the end of the third quarter of 2026, subject to completion of closing conditions.
• Until closing, we will continue to operate independently as a publicly traded company: it is business as usual.
• I ask that you remain focused on delivering strong growth and great results for our customers and supporting each other.
• I understand that you’ll have questions – some of which we may not have immediate answers for.
• In the meantime, as a reminder, if you receive any external inquiries related to the transaction of the buyers, please direct them to Daniel Samovici in Legal
• Thank you for the work you do every day and the contributions you make to our company.
• We have an incredible team and I am enthusiastic about what is ahead and grateful for your continued dedication as we enter this new chapter together.

FAQs

1.  What does this transaction mean for employees? What happens between now and closing?

• This moment marks the beginning of a new, exciting chapter for Clear Channel.
• Mubadala Capital brings significant resources and industry connections, and their support will help us enhance our financial flexibility, support ongoing leveraging efforts, and reposition us to pursue new avenues of growth after the closing.
• With their support, we’ll be able to better serve our customers and communities.
• The transaction is expected to close by the end of the third quarter of 2026, subject to shareholder and regulatory approvals and any other customary closing conditions.
• Until then, it is business and as usual – we will continue to operate independently as a publicly traded company.
• It is important we remain focused on delivering strong growth and great results for our customers, creating great inventory and supporting each other.

2.  What differences should be expected with Clear Channel as a privately held company?

• As a privately held company, our stock will no longer be listed on the NYSE once the transaction is complete.
• Since we will no longer be a public company at that point, we won’t report quarterly or annual learnings in the same way, and we won’t disclose the same amount of financial information to the public.
• Should our publicly traded debt remain outstanding we will continue to comply with the obligations under those debt agreements.
• We believe that under this new ownership structure, we will have enhanced strategic and financial flexibility to execute our vision.

3.  Are we going to continue with our growth, initiatives, and investing in new solutions?

• We remain committed to our strategy, and move all capital resources will help accelerate Clear Channel’s digital transformation, and strategic initiatives.

4.  Will Clear Channel remain headquartered in San Antonio? What about our other offices?

• Yes. Clear Channel will remain headquartered in San Antonio, Texas, and we do not anticipate changes to our office locations at this time.

5.  Will our leadership or reporting structure change? Will Scott remain CEO?

• Following the close of the transaction, Wade Davis, an accomplished media and technology executive who currently serves as vice chairman of TelavisaUnivision, and previously served as CFO of Viacom, is expected to join Clear Channel as Executive Chairman.
• Beyond that, Mubadala has not informed us of any planned changes following the closing.
• It’s important to remember that it remains business as usual until closing, which we expect to happen by the end of the third quarter of 2026.

6.  Will compensation or benefits change?

• There are no immediate changes to compensation or benefits as a result of this announcement.
• Any decisions made regarding compensation or benefits, will be communicated clearly.

7.  What happens to vested and unvested stock options and RSU’s and the other stock owned?

• Under the merger agreement, outstanding stock options and RSU will generally be treated as follows:
  • All outstanding stock options have an exercise price that is higher than the price of $2.43 per share that is being paid to purchase the Company’s shares at closing (i.e., the stock options are expected to be “out-of-the-money” or “underwater”). As such, all outstanding stock options will be canceled without payment.
  • All outstanding unvested RSU’s will vest in connection with the closing and RSU holders will be paid an amount (less applicable taxes, deductions, and withholding) equal to (i) the number of RSU subject to the award, multiplied by (ii) $2.43.
• Vested RSU’s and other owned shares will receive $2.43 per share at closing, just like all of the shareholders.
• Any equity awards that are granted after the day-to-day agreement may be subject to different terms, which will be communicated in connection with the grant of any such equity awards.
• If you have any questions about the terms of your equity awards, please contact your manager.

8.  What should I do if a customer or partner asked me about the transaction?

• Please direct any customer or partner inquiries to their designated contact or Daniel Sam Samovici. We will provide talking points and support for these conversations.

9. Who can employees contact with additional questions?

• Employees can reach out to their manager or email Daniel Samovici for more information

Do’s and don’ts

It is essential that leaders set the tone by carefully following established protocols and guidelines in every communication and activity between announcement and close.

 

 

 

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