Clear Channel Outdoor (CCO) Proxy Filing summary

Executive summary

• Entered into a definitive merger agreement for acquisition by Mubadala Capital and TWG Global, valuing the company at $6.2 billion enterprise value and $2.43 per share in cash, a 71% premium to the unaffected share price as of October 16, 2025.

• The board unanimously approved the transaction, which is expected to close by the end of Q3 2026, subject to regulatory and shareholder approvals.

• The company will become a wholly owned subsidiary of Madison Parent Inc., with its common stock delisted post-closing.

• Approximately 48% of outstanding shares are subject to support agreements in favor of the merger.

Voting matters and shareholder proposals

• Shareholders will vote on the adoption of the merger agreement at a special meeting; approval by a majority of outstanding shares is required.

• A 45-day go-shop period allows solicitation of alternative proposals until March 26, 2026.

• Termination fees: $19.9M if terminated for a superior proposal during the go-shop, $39.8M otherwise; parent termination fee is $92.9M under certain conditions.

Board of directors and corporate governance

• The board unanimously determined the merger is in the best interests of shareholders and recommends approval.

• Support agreements require certain major shareholders to vote in favor of the merger and against competing proposals.