Legion Partners Amends Clear Channel Outdoor Stake

TL;DR

Legion Partners filed an amendment on 9/30 for Clear Channel Outdoor. Ownership change incoming?

AI Summary

Legion Partners Asset Management, LLC, through its principal Christopher S. Kiper, has filed an amendment (No. 2) to its Schedule 13D regarding Clear Channel Outdoor Holdings, Inc. The filing, dated September 30, 2024, indicates a change in beneficial ownership. Legion Partners Asset Management, LLC is based in Los Angeles, California.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of Clear Channel Outdoor Holdings, Inc., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in control, introducing uncertainty.

Key Players & Entities

• Legion Partners Asset Management, LLC (company) — Filing entity
• Christopher S. Kiper (person) — Principal of Legion Partners
• Clear Channel Outdoor Holdings, Inc. (company) — Subject company
• Ryan Nebel (person) — Attorney for filing entity
• Olshan Frome Wolosky LLP (company) — Legal counsel

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. In c

Filing Documents

• sc13da209050041_09302024.htm (SC 13D/A) — 249KB
• ex991to13da209050041_093024.htm (EX-99.1) — 20KB
• 0000921895-24-002190.txt ( ) — 270KB

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. 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. In connection with the appointment of Raymond T. White to the Board of Directors of the Issuer (the “Board”), as further described in Amendment No. 1 to the Schedule 13D, Mr. White has been awarded certain restricted stock units (“RSUs”) in connection with his service as a director of the Issuer, including (i) 80,213 RSUs awarded on February 15, 2024 which vest on January 1, 2025 and (ii) 48,128 RSUs awarded on February 15, 2024 which vest in four equal installments on April 1, 2024, July 1, 2024, October 1, 2024 and January 1, 2025, of which 24,064 RSUs have vested and were automatically settled in Shares and 12,032 RSUs that vest within 60 days of the date hereof. Because Mr. White serves on the Board as a representative of Legion Partners Asset Management and the Reporting Persons, he does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. As a result, when the Issuer delivered such RSUs to Mr. White, Legion Partners Asset Management was entitled to receive all of the economic interests in securities granted to Mr. W

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On September 30, 2024, the Reporting Persons and the Issuer entered into a letter agreement (the “Waiver”) pursuant to which the Reporting Persons granted the Issuer a limited waiver to the Cooperation Agreement (as defined and described in Amendment No. 1 to the Schedule 13D) in order to allow the Board to consist of up to 11 members until December 31, 2024. The foregoing description of the Waiver does not purport to be complete and is qualified in its entirety by reference to the Waiver, 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: The aggregate percentage of Shares reported owned by each person named herein is based upon 488,946,967 Shares outstanding as of August 2, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 7, 2024. 10 CUSIP No. 18453H106 A. Legion Partners I (a) As of the date hereof, 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 B. Legion Partners II (a) As of the date hereof, 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 Special XVI (a) As of the date hereof, 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 D. Legion LLC (a) As the general partner of each of Legion Partners I, Legion Partners II and Legion Partners Special XVI, Legion LLC may be deemed the beneficial owner of the (i) 21,869,019 Shares beneficially owned by Legion Partners I, (ii) 1,943,844 Shares beneficially owned by Legion Partners II and (iii) 2,122,933 Shares beneficially owned by Legion Partners Special XVI. Percentage: Approximately 5.3% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to v

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 September 30, 2024, the Reporting Persons and the Issuer entered into the Waiver as described in Item 4 above, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The disclosure in Item 3 relating to the RSUs is incorporated herein by reference.

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 exhibit: 99.1 Waiver, dated September 30, 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: September 30, 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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