Legion Partners Amends Clear Channel Outdoor Stake

TL;DR

Legion Partners updated their 13D filing for Clear Channel Outdoor. Watch for potential moves.

AI Summary

Legion Partners Asset Management, LLC, through its principal Christopher S. Kiper, has filed an amendment (No. 3) to its Schedule 13D concerning Clear Channel Outdoor Holdings, Inc. The filing, dated December 4, 2024, indicates a change in beneficial ownership. Legion Partners 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 performance and corporate governance.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes 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
• 12121 Wilshire Blvd, Suite 1240 (location) — Legion Partners' address
• Los Angeles, California (location) — Legion Partners' city and state

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

• sc13da309050041_12042024.htm (SC 13D/A) — 248KB
• 0000921895-24-002873.txt ( ) — 250KB

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 (within 60 days of the date hereof), 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 36,096 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 int

Purpose of Transaction

Item 4. Purpose of Transaction .

is hereby amended

Item 4 is hereby amended to add the following: On December 4, 2024, the Reporting Persons and the Issuer entered into an amendment (the “Amendment”) to the Cooperation Agreement (as defined and described in Amendment No. 1 to the Schedule 13D). Pursuant to the terms of the Amendment, the Issuer agreed that Raymond T. White will be included in the Issuer’s slate of nominees for the election of directors at the Issuer’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), and the Board will recommend that the Issuer’s stockholders vote in favor of Mr. White’s election at the 2025 Annual Meeting. Additionally, the Amendment extends the term of the Cooperation Agreement until the earlier of (x) 30 days prior to the director nomination deadline for the Issuer’s 2026 annual meeting of stockholders and (y) the date that is 120 days prior to the first anniversary of the 2025 Annual Meeting. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. 10 CUSIP No. 18453H106

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 489,078,425 Shares outstanding as of October 28, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024. 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% 11 CUSIP No. 18453H106 (b) 1. Sole power to vote or direct vote: 0 2. Shared power

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 December 4, 2024, the Reporting Persons and the Issuer entered into the Amendment 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 Amendment to Cooperation Agreement, dated as of December 4, 2024 (Incorporated by reference to Exhibit 10.1 of the Issuer’s Current Report on Form 8-K filed on December 4, 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: December 4, 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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