SAN ANTONIO, April 6, 2026 /PRNewswire/ — Clear Channel Outdoor Holdings, Inc. (“Clear Channel” or the “Company“) (NYSE: CCO) announced today that it has commenced a consent solicitation (the “Consent Solicitation“) with respect to its outstanding senior secured notes (the “Senior Secured Notes“), consisting of (i) $865,000,000 aggregate principal amount of 7.875% Senior Secured Notes due 2030 (CUSIPs 18453HAF3 and U1828LAE8); (ii) $1,150,000,000 aggregate principal amount of 7.125% Senior Secured Notes due 2031 (CUSIPs 18453HAG1 and U1828LAF5); and (iii) $900,000,000 aggregate principal amount of 7.500% Senior Secured Notes due 2033 (CUSIPs 18453HAH9 and U1828LAG3), to approve certain Proposed Amendments (as defined below) to the indentures governing the Senior Secured Notes (each, an “Indenture” and, together, the “Indentures“).

As previously disclosed, on February 9, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement“) with Madison Parent Inc. (“Parent“) and Madison Merger Sub Inc., a wholly owned subsidiary of Parent (“Merger Sub“), pursuant to which Merger Sub will merge with and into the Company (the “Merger“), with the Company surviving as a wholly owned subsidiary of Parent. The consummation of the Merger would constitute a “Change of Control” under each Indenture and, absent an amendment of each Indenture, would require the Company to make a “Change of Control Offer” to repurchase the Senior Secured Notes at 101% of the principal amount of the Senior Secured Notes plus accrued and unpaid interest.

The purpose of the Consent Solicitation is to (i) amend the definition of “Change of Control” in each of the Indentures to provide that the Merger and the other transactions contemplated by the Merger Agreement do not constitute a “Change of Control”, (ii) amend the definition of “Permitted Holder” in each of the Indentures to provide that certain investment funds affiliated with Mubadala Capital LLC and TWG Global LLC and their related investment vehicles shall be “Permitted Holders” and (iii) waive any and all Defaults or Events of Default under each Indenture that may arise as a result of the consummation of the Merger and the other transactions contemplated by the Merger Agreement (collectively, the “Proposed Amendments“). Except for the Proposed Amendments, all existing terms of the Senior Secured Notes and the Indentures will remain unchanged.

The Consent Solicitation is being made in accordance with the terms and subject to the conditions set forth in a Consent Solicitation Statement, dated April 6, 2026 (as it may be amended or supplemented from time to time, the “Consent Solicitation Statement“).

The Consent Solicitation is scheduled to expire at 5:00 p.m., New York City time, on April 10, 2026, or such later time and date to which such Consent Solicitation is extended (such time and date, as it may be extended with respect to any series of Senior Secured Notes, the “Expiration Time“). A holder may validly revoke its consent with respect to a series of Senior Secured Notes prior to the earlier of the Effective Time (as defined herein) and the Expiration Time with respect to such series of Senior Secured Notes (the “Revocation Deadline“), as described in the Consent Solicitation Statement.

Pursuant to the terms and conditions described in the Consent Solicitation Statement:

• holders of the Company’s 7.875% Senior Secured Notes due 2030 who validly deliver consents to the Proposed Amendments prior to the Expiration Time (and do not validly revoke such consents prior to the applicable Revocation Deadline) are entitled to receive their pro rata portion of an aggregate cash payment of $2,162,500,

• holders of the Company’s 7.125% Senior Secured Notes due 2031 who validly deliver consents to the Proposed Amendments prior to the Expiration Time (and do not validly revoke such consents prior to the applicable Revocation Deadline) are entitled to receive their pro rata portion of an aggregate cash payment of $2,875,000, and

• holders of the Company’s 7.500% Senior Secured Notes due 2033 who validly deliver consents to the Proposed Amendments prior to the Expiration Time (and do not validly revoke such consents prior to the applicable Revocation Deadline) are entitled to receive their pro rata portion of an aggregate cash payment of $2,250,000

(collectively, the “Consent Payment“). Holders who deliver consents after the Expiration Time will not receive the Consent Payment. The payment of the Consent Payment to the consenting holders of each series of Senior Secured Notes is contingent upon the satisfaction or waiver of the Consent Payment Conditions (as defined in the Consent Solicitation Statement), including obtaining the Requisite Consent (as defined below) for such series and the consummation of the Merger. Holders who have validly delivered their consents prior to the applicable Expiration Time but who have validly revoked their consents prior to the applicable Revocation Deadline will not be eligible to receive the Consent Payment unless they validly deliver their consents again prior to such Expiration Time, and do not validly revoke their consents again prior to such Revocation Deadline. The Merger is currently expected to close by the end of the third quarter of 2026, subject to satisfaction of certain closing conditions.

The Proposed Amendments must be consented to by holders representing a majority of the outstanding aggregate principal amount of the Senior Secured Notes of such series (excluding Senior Secured Notes beneficially owned by the Company or any of its affiliates) pursuant to the applicable Indenture (the “Requisite Consent“).

The Proposed Amendments will become effective with respect to a series of Senior Secured Notes upon receipt of the Requisite Consent for such series and the execution of a supplemental indenture with respect to such series (the “Effective Time“), which may occur prior to the Expiration Time if the Requisite Consent is received before then and holders will not be given prior notice of the Effective Time. Upon receipt of the Requisite Consent for a series of Senior Secured Notes, the Company and the guarantors party to the applicable Indenture intend to execute a supplemental indenture to such Indenture governing the Senior Secured Notes of such series, and will deliver the supplemental indenture to the trustee for execution in accordance with the Indenture. No consents may be revoked after the Revocation Deadline. The Proposed Amendments will become operative immediately prior to consummation of the Merger. Upon the Proposed Amendments becoming effective and operative with respect to a series of Senior Secured Notes, all holders of the Senior Secured Notes of such series would be bound by the terms thereof, even if they did not deliver consents to the Proposed Amendments. The supplemental indenture for a series of Senior Secured Notes will terminate upon written notice to the applicable trustee that the Consent Payment has not been made in connection with the consummation of the Merger in accordance with the terms of the Consent Solicitation Statement.

If the Merger Agreement is terminated and the Merger is not consummated, the Proposed Amendments will automatically cease to be effective, the Proposed Amendments will not become operative and no Consent Payment will be made.

The Proposed Amendments becoming operative is not a condition to the completion of the Merger. If the Requisite Consent is not obtained for any series of Senior Secured Notes by the Expiration Time, the Company will be required under the applicable Indenture to make a Change of Control Offer in respect of the Senior Secured Notes of such series within 30 days following the consummation of the Merger, at a price in cash equal to 101% of the aggregate principal amount of the Senior Secured Notes, plus any accrued and unpaid interest up to the date of purchase.

The complete terms and conditions of the Consent Solicitation are set forth in the Consent Solicitation Statement that is being sent to the holders of each series of the Senior Secured Notes. Clear Channel may extend, amend or terminate the Consent Solicitation with respect to a series of Senior Secured Notes at any time and from time to time as described in the Consent Solicitation Statement.

J.P. Morgan Securities LLC and Goldman Sachs & Co. LLC are serving as solicitation agents (the “Solicitation Agents“) in connection with the Consent Solicitation. Questions regarding the terms of the Consent Solicitation may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (Toll-Free) or (212) 834-7489 (Collect). D.F. King & Co., Inc. is serving as the information agent and tabulation agent (the “Information and Tabulation Agent“) in connection with the Consent Solicitation. Questions or requests for assistance in completing and delivering a consent or requests for copies of the Consent Solicitation Statement may be directed to D.F. King & Co., Inc. as Information and Tabulation Agent at (646) 971-2689 (Banks and Brokers; collect), (800) 290-6433 (all others; toll-free) or CCO@dfking.com.

The Company’s and/or Parent’s obligations to pay the Consent Payment are set forth solely in the Consent Solicitation Statement. This press release is for informational purposes only and this press release and the Consent Solicitation Statement do not constitute an offer to purchase or a solicitation of an offer to sell any Senior Secured Notes or other securities. The Consent Solicitation is being made only by, and pursuant to the terms of, the Consent Solicitation Statement, and the information in this press release is qualified in its entirety by reference to the Consent Solicitation Statement. No recommendation is made, or has been authorized to be made, as to whether or not holders of Senior Secured Notes should consent to the adoption of the Proposed Amendments pursuant to the Consent Solicitation. Each holder of Senior Secured Notes must make its own decision as to whether to give its consent to the Proposed Amendments.

The Consent Solicitation is not being made in any jurisdiction in which the making thereof would not be in compliance with the applicable laws of such jurisdiction. In any jurisdiction in which the Consent Solicitation is required to be made by a licensed broker or dealer, the Consent Solicitation will be deemed to be made on behalf of the Company by one or more registered brokers or dealers licensed under the laws of such jurisdiction.

None of the Company, the Solicitation Agents or the Information and Tabulation Agent makes any recommendation in connection with the Consent Solicitation. Subject to applicable law, the Company may amend, extend or terminate the Consent Solicitation.

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