SAN ANTONIO, Jan. 9, 2025 /PRNewswire/ — Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) (the “Company”) today announced it has entered into a definitive agreement to sell the businesses constituting its Europe-North segment to Bauer Radio Limited, a subsidiary of Bauer Media Group. The expected purchase price from the transaction of $625 million is subject to certain customary adjustments.

The all-cash consideration represents a transaction multiple of approximately 6.5x Europe-North segment results for the twelve months ended September 30, 2024¹. The Company will use the anticipated net proceeds from the sale, after payment of transaction-related fees and expenses, to prepay in full the outstanding CCIBV term loans in the principal amount of $375 million, plus any accrued interest. The remaining expected net proceeds will be subject to the asset sale provisions of the agreements governing the remainder of the Company’s indebtedness.

“This agreement to sell our Europe-North segment is another significant step in the execution of our strategic plan to optimize our portfolio and focus on growing our America and Airports segments to organically improve cash flow and reduce leverage on our balance sheet,” said Scott Wells, Chief Executive Officer of Clear Channel Outdoor Holdings, Inc. “I want to thank our team for their hard work in helping us reach this agreement. Upon completion of this transaction, we will have divested the substantial majority of our European operations.”

Yvonne Bauer, Chair of the Bauer Media Board commented, “This acquisition represents a pivotal step in advancing our Group’s refocused strategy. By enhancing our core media and related businesses while driving forward our digital transformation, this move broadens our capabilities and strengthens our position as a major player in the highly competitive media industry.  We look forward to welcoming the team to Bauer Media. Together, we will create a comprehensive and innovative media offering that meets the evolving needs of our advertisers and audiences across the region.”

Justin Cochrane, Chief Executive Officer of Clear Channel Outdoor UK & Europe added, “We look forward to joining Bauer Media Group to build upon the strong foundation that we have established in these European markets as a part of Clear Channel Outdoor. The consistent top-line performance of our Europe-North assets year-to-date underscores the growing demand in these markets and the dedication of our teams to executing for our clients and partners.”

The transaction is expected to close in 2025, upon satisfaction of regulatory approvals.

Accounting Treatment

During the fourth quarter of 2024, the Company’s plan to sell the businesses in its Europe-North segment met the criteria to be reported as discontinued operations. In accordance with U.S. Generally Accepted Accounting Principles, starting with the release of the Company’s fourth quarter 2024 results, assets and liabilities of these discontinued operations will be presented separately in the Company’s Consolidated Balance Sheets, and results of discontinued operations will be reported as a separate component of consolidated net loss in the Company’s Consolidated Statements of Loss, for all periods presented, resulting in changes to the presentation of certain prior period amounts.

Current Report on Form 8-K

Because January 9, 2025 has been declared a National Day of Mourning and U.S. federal government offices will be closed, the Company expects filing the Current Report on Form 8-K with respect to the transaction as soon as practicable after the date hereof and, in any case, no later than January 15, 2025.

Advisors

The Company engaged Moelis & Company LLC and Deutsche Bank Securities Inc. as financial advisors to assist with the process to sell the Company’s Europe-North segment

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