Clear Channel Outdoor Holdings Inc. (NYSE: CCO) has agreed to be acquired by Mubadala Capital, in partnership with TWG Global, in an all-cash transaction valued at $6.2 billion, the companies announced .
Under the terms of the agreement, Clear Channel shareholders will receive $2.43 per share, representing a 71% premium to the company’s unaffected share price of $1.42 on , the last trading day before reports of a potential transaction surfaced. The deal is expected to close by the end of the third quarter of , subject to regulatory approvals and shareholder approval.
The acquisition marks a significant shift for Clear Channel, a leading player in the U.S. Out-of-home (OOH) advertising market. The transaction is intended to create a more streamlined ownership structure, backed by the long-term capital commitment of Mubadala Capital, which is contributing approximately $3 billion in equity capital. This infusion of capital is expected to bolster Clear Channel’s financial flexibility, reduce its debt burden and enable investment in future growth initiatives.
Wade Davis, a veteran of the media and technology sectors who partnered with Mubadala Capital and TWG on the deal, is slated to become Executive Chairman of Clear Channel. He will work alongside the existing management team, led by Chief Executive Officer Scott Wells, to guide the company through its next phase of transformation.
“We believe this transaction delivers compelling value to our shareholders, strengthens our financial flexibility by reducing debt and increasing cash flow to invest in the business, and positions Clear Channel for its next phase of long-term growth,” said Wells in a statement. “We appreciate that Mubadala Capital and TWG recognize the significant transformation our business has successfully undergone in recent years, and we look forward to partnering with them.”
Mubadala Capital, the asset management arm of Abu Dhabi’s sovereign wealth fund Mubadala Investment Company, views Clear Channel as a strong platform for growth in the OOH advertising sector. Oscar Fahlgren, Chief Investment Officer of Mubadala Capital, emphasized the firm’s investment approach. “This transaction reflects Mubadala Capital’s approach to investing: identifying high-quality businesses where complexity creates opportunity and long-term partnership drives value. Clear Channel is a category leader with a strong platform and significant potential ahead. We look forward to supporting the company and its management through active ownership, disciplined execution, and long-term capital.”
TWG Global, also partnering in the acquisition, brings operational expertise and a track record of driving digital transformation. Mark Walter, Co-Chairman and CEO of TWG, highlighted the strategic advantages of the deal. “This landmark transaction represents the ideal expression of our partnership with Mubadala Capital and TWG’s investment thesis in motion. Mubadala Capital’s ability to approach complex transactional situations with creativity and commit resources to support high-conviction opportunities, combined with TWG’s operational expertise and track record of driving large-scale digital transformation across a range of industries, will set up Clear Channel and its management team to lead the sector at this exciting inflection point and build the next generation of digital advertising infrastructure.”
Davis added that Clear Channel’s extensive network of billboards and airport advertising inventory provides a unique platform for transforming the OOH industry. “Clear Channel’s nationwide billboard network and airport inventory give us a unique platform to drive the transformation of the outdoor advertising industry,” he said. “In partnership with Mubadala Capital and TWG, I look forward to working with management to continue investing in data, measurement and transaction platforms, and unlocking the true potential of this powerful medium to drive meaningful outcomes for agencies and advertisers.”
The deal comes as the OOH advertising market demonstrates resilience, particularly with the growth of digital billboards and data-driven targeting capabilities. Clear Channel has been focusing on expanding its digital offerings and integrating data analytics to deliver more measurable campaigns. The company has also been streamlining its operations, including the recent sale of its Spanish business to concentrate on the U.S. And airport segments.
Apollo-managed funds have committed to provide preferred equity financing for the transaction, while JPMorgan Chase Bank, N.A. And Apollo Funds are leading the debt financing. Newlight Partners is serving as a strategic partner to Mubadala Capital.
Clear Channel’s Board of Directors has unanimously approved the agreement. The company has a 45-day “go-shop” period, expiring at , during which it can solicit alternative acquisition proposals. However, there is no guarantee that another offer will emerge.
Approximately 48% of Clear Channel’s outstanding shares have already been committed to supporting the transaction through voting agreements. The company will not hold a conference call to discuss its fourth-quarter earnings, but will release the results as scheduled on , through a press release.
Morgan Stanley & Co. LLC and Moelis & Company LLC are serving as financial advisors to Clear Channel, with legal counsel provided by Kirkland & Ellis LLP. Guggenheim Securities, LLC and J.P. Morgan Securities LLC are advising Mubadala Capital, and Freshfields is providing legal counsel.
