Legion Partners Amends Clear Channel Outdoor 13D Filing

TL;DR

**Activist investor Legion Partners just updated their Clear Channel Outdoor stake, signaling continued engagement.**

AI Summary

Legion Partners Asset Management, LLC filed an Amendment No. 1 to their Schedule 13D on February 1, 2024, regarding their ownership in Clear Channel Outdoor Holdings, Inc. This amendment indicates a change in their previously reported beneficial ownership, with the 'Date of Event Which Requires Filing of This Statement' being January 31, 2024. This matters to investors because it signals that an activist investor, Legion Partners, is continuing to monitor and potentially influence Clear Channel Outdoor, which could lead to strategic changes or increased shareholder value.

Why It Matters

This filing shows an activist investor is still engaged with Clear Channel Outdoor, potentially pushing for changes that could impact the stock price or company strategy.

Risk Assessment

Risk Level: medium — Activist investor involvement can lead to volatility as the market reacts to potential corporate changes, but also offers potential for value creation.

Analyst Insight

Investors should monitor future filings from Legion Partners and Clear Channel Outdoor for any indications of strategic shifts or further activist actions, as these could influence the stock's performance.

Key Players & Entities

• Legion Partners Asset Management, LLC (company) — the filing person and activist investor
• Clear Channel Outdoor Holdings, Inc. (company) — the subject company whose securities are being reported
• Christopher S. Kiper (person) — contact person for Legion Partners Asset Management, LLC
• Elizabeth Gonzalez-Sussman, Esq. (person) — legal counsel for the filing person from Olshan Frome Wolosky LLP
• $0.01 (dollar_amount) — par value per share of Common Stock

Forward-Looking Statements

• Legion Partners will continue to engage with Clear Channel Outdoor's management or board. (Legion Partners Asset Management, LLC) — high confidence, target: Q2 2024
• Clear Channel Outdoor may explore strategic alternatives or operational changes due to activist pressure. (Clear Channel Outdoor Holdings, Inc.) — medium confidence, target: Q3 2024

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class o
• $41,997,307 — y by Legion Partners I is approximately $41,997,307, including brokerage commissions. The a
• $2,795,771 — by Legion Partners II is approximately $2,795,771, including brokerage commissions. The a
• $4,669,146 — n Partners Special XVI is approximately $4,669,146, including brokerage commissions. The a
• $2,004 — gion Partners Holdings is approximately $2,004, including brokerage commissions. Item

Filing Documents

• sc13da109050041_02012024.htm (SC 13D/A) — 250KB
• 0000921895-24-000174.txt ( ) — 252KB

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

is hereby amended

Item 3 is hereby amended and restated to read as follows: The securities of the Issuer purchased by each of Legion Partners I, Legion Partners II, Legion Partners Special XVI and Legion Partners Holdings were purchased with working capital in open market purchases, except as otherwise noted in Schedule A, which is incorporated herein by reference. The aggregate purchase price of the 21,869,019 Shares owned directly by Legion Partners I is approximately $41,997,307, including brokerage commissions. The aggregate purchase price of the 1,943,844 Shares owned directly by Legion Partners II is approximately $2,795,771, including brokerage commissions. The aggregate purchase price of the 2,122,933 Shares owned directly by Legion Partners Special XVI is approximately $4,669,146, including brokerage commissions. The aggregate purchase price of the 900 Shares owned directly by Legion Partners Holdings is approximately $2,004, including brokerage commissions.

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On January 31, 2024, the Reporting Persons entered into a cooperation agreement with the Issuer (the “Cooperation Agreement”). Pursuant to the Cooperation Agreement, the Issuer increased the size of the Board to 10 and appointed Raymond T. White as a member of the Issuer’s Board of Directors (the “Board”) with an initial term expiring at the Issuer’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) and as a member of the Audit Committee of the Board. The Board also agreed to nominate, support and recommend Mr. White’s election as part of the Issuer’s director slate at the 2024 Annual Meeting and to commence a search to identify and appoint a new independent director with out of home industry experience by September 30, 2024. Additionally, the Issuer agreed that the size of the Board shall not exceed 10 members until the expiration of the Cooperation Period (as defined below). The terms of the Cooperation Agreement further provide that the Reporting Persons are subject to customary standstill obligations and mutual non-disparagement provisions with the Issuer until the earlier of (x) 30 days prior to the director nomination deadline for the 2025 Annual Meeting of Stockholders pursuant to the Bylaws and (y) the date that is 120 days prior to the first anniversary of the 2024 Annual Meeting (the “Cooperation Period”). During the Cooperation Period, the Reporting Persons have agreed, among other things, to vote in a manner consistent with the recommendation of the Board, subject to certain exceptions specified in the Cooperation Agreement. The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer . Items 5(a) – (c) are hereby amended and restated to read as follows: 10 CUSIP No. 18453H106 The aggregate percentage of Shares reported owned by each person named herein is based upon 483,009,818 Shares outstanding as of November 3, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 8, 2023. A. Legion Partners I (a) As of the close of business on January 31, 2024, Legion Partners I beneficially owned 21,869,019 Shares. Percentage: Approximately 4.5% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 21,869,019 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 21,869,019 (c) Legion Partners I has not entered into any transactions in securities of the Issuer during the past sixty days. B. Legion Partners II (a) As of the close of business on January 31, 2024, Legion Partners II beneficially owned 1,943,844 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,943,844 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,943,844 (c) Legion Partners II has not entered into any transactions in securities of the Issuer during the past sixty days. C. Legion Partners Special XVI (a) As of the close of business on January 31, 2024, Legion Partners Special XVI beneficially owned directly 2,122,933 Shares. Percentage: Less than 1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 2,122,933 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 2,122,933 (c) Legion Partners Special XVI has not entered into any transactions in securities of the Issuer during the past sixty days. 11 CUSIP No. 18453H106 D. Legi

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer .

is hereby amended

Item 6 is hereby amended to add the following: On January 31, 2024, the Reporting Persons and the Issuer entered into the Cooperation Agreement as described in Item 4 above and attached as Exhibit 99.1 hereto.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits .

is hereby amended

Item 7 is hereby amended to add the following exhibits: 99.1 Cooperation Agreement by and among Legion Partners, L.P. I, Legion Partners, L.P. II, Legion Partners Special Opportunities, L.P. XVI, Legion Partners, LLC, Legion Partners Asset Management, LLC, Legion Partners Holdings, LLC, Christopher S. Kiper and Raymond T. White, and Clear Channel Outdoor Holdings, Inc. dated January 31, 2024 (Incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed on February 1, 2024). 13 CUSIP No. 18453H106

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: February 1, 2024 Legion Partners, L.P. I By: Legion Partners Asset Management, LLC Investment Advisor By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Director Legion Partners, L.P. II By: Legion Partners Asset Management, LLC Investment Advisor By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Director Legion Partners Special Opportunities, L.P. XVI By: Legion Partners Asset Management, LLC Investment Advisor By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Director Legion Partners, LLC By: Legion Partners Holdings, LLC Managing Member By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Member 14 CUSIP No. 18453H106 Legion Partners Asset Management, LLC By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Director Legion Partners Holdings, LLC By: /s/ Christopher S. Kiper Name: Christopher S. Kiper Title: Managing Member /s/ Christopher S. Kiper Christopher S. Kiper /s/ Raymond T. White Raymond T. White 15

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