Enters into Cooperation Agreement with Legion
Partners
Agrees to Appoint a New Independent Director
with Industry Experience
SAN
ANTONIO, Feb. 1, 2024 /PRNewswire/ -- Clear Channel
Outdoor Holdings, Inc. (NYSE: CCO) (the "Company") today
announced the appointment of Ted
White to its Board of Directors (the "Board") as part of the
Company's Cooperation Agreement with Legion Partners Asset
Management, LLC (together with its affiliates, "Legion"). Mr. White
will immediately join the Board and will stand for election as part
of the Company's director slate at its 2024 Annual Meeting of
Stockholders. Additionally, the Nominating and Corporate Governance
Committee of the Board, as part of its normal Board recruitment
process, will identify and appoint a new independent director with
out-of-home industry experience to the Board by the end of the
third quarter of 2024, with the Board not to exceed 10 members
after such appointment.
"We are pleased that our constructive dialogue with Legion has
resulted in the appointment of Ted
White to the Company's Board," said W. Benjamin Moreland, Chairman of the Board. "We
look forward to benefitting from Ted's transactional and capital
markets expertise while we continue to engage with all stockholders
to drive incremental value, as we aim to capture the out-of-home
opportunity in the U.S. and as we continue to execute on our plan
to streamline our business, including the ongoing sales process for
our Europe-North segment and the strategic review of our businesses
in Latin America."
"I have long admired Clear Channel Outdoor's leadership position
in the out-of-home market and look forward to supporting the
Company's continued evolution as both a significant investor and
now a director," said Mr. White, a Legion co-founder and Managing
Director. "I am excited to join Clear Channel's Board and help the
management team drive enhanced stockholder returns."
Pursuant to the Cooperation Agreement, Legion has agreed to
customary standstill and voting commitments. The full Cooperation
Agreement among the Company and Legion will be filed on a Form 8-K
with the U.S. Securities and Exchange Commission (the
"SEC").
About Ted White
Ted White is co-founder, Chief
Compliance Officer and a Managing Director of Legion Partners Asset
Management, an institutional asset management firm specializing in
deep fundamental research and concentrated long-term equity
investing. Prior to founding Legion, Mr. White served in various
functions with Knight Vinke Asset Management, a European based
investment management firm. Positions included Managing Director
and Chief Operating Officer, where he was responsible for finance,
operations, legal, marketing and client service functions. He is a
former Deputy Director of the Council of Institutional Investors
(CII), where responsibilities included policy development and
implementation. Earlier in his career, Mr. White was a Portfolio
Manager, Director of Corporate Governance, for the California
Public Employees' Retirement System, where he was responsible for
all components of its Governance Program, including oversight of
$3 billion in actively managed funds,
policy development and implementation, proxy voting and focused
engagement activities.
Mr. White earned an MBA from California
State University in Sacramento with a concentration in
finance. He is also a Chartered Financial Analyst
Charterholder.
About Clear Channel Outdoor Holdings, Inc.
Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) is at the
forefront of driving innovation in the out-of-home advertising
industry. Our dynamic advertising platform is broadening the pool
of advertisers using our medium through the expansion of digital
billboards and displays and the integration of data analytics and
programmatic capabilities that deliver measurable campaigns that
are simpler to buy. By leveraging the scale, reach and flexibility
of our diverse portfolio of assets, we connect advertisers with
millions of consumers every month across more than 330,000 print
and digital displays in 19 countries, excluding businesses held for
sale.
About Legion Partners
Legion Partners is an activist investment manager based in
Los Angeles, CA, focused on U.S.
small-cap companies. Legion Partners seeks to generate attractive
long-term returns employing deep fundamental research, a
concentrated portfolio and responsible, collaborative engagement as
a catalyst for value creation. Founded in 2012, Legion Partners
takes a value-driven approach to managing a high-conviction
portfolio on behalf of sophisticated institutional and individual
investors. Learn more at www.legionpartners.com.
Cautionary Statement Concerning Forward-Looking
Statements
Certain statements in this release constitute "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause
the actual results, performance or achievements of Clear Channel
Outdoor Holdings, Inc. and its subsidiaries (the "Company") to be
materially different from any future results, performance,
achievements, guidance, goals and/or targets expressed or implied
by such forward-looking statements. The words "will," "believe,"
"expect," "anticipate," "continue," "look forward to,"
"well-positioned to," "remains," "further," "estimate," "forecast,"
"goals," "targets" and similar words and expressions are intended
to identify such forward-looking statements. In addition, any
statements that refer to expectations or other characterizations of
future events or circumstances, such as statements about
contributions by members of the Board of Directors; future Board
refreshment; our guidance, outlook, long-term forecast, goals or
targets; our business plans and strategies; our expectations about
the process to sell the businesses in our Europe-North segment and
the strategic review of our Latin American businesses; industry and
market trends; and our liquidity, are forward-looking statements.
These statements are not guarantees of future performance and are
subject to certain risks, uncertainties and other factors, some of
which are beyond our control and are difficult to predict.
Various risks that could cause future results to differ from
those expressed by the forward-looking statements included in this
release include, but are not limited to: the impact on the price of
our common stock and reactions from our employees, customers and
suppliers to this announcement and the entry into the Cooperation
Agreement; the results of the process to sell the businesses in our
Europe-North segment and the strategic review process of our Latin
American businesses, including possible sales; the impact of the
recent dispositions or agreements to dispose of the businesses in
our Europe-South segment and the potential dispositions of our
other international businesses, as well as other strategic
transactions or acquisitions; the difficulty, cost and time to
implement our strategy, and the fact that we may not realize the
anticipated benefits therefrom; continued economic uncertainty, an
economic slowdown or a recession; our ability to service our debt
obligations and to fund our operations, business strategy and
capital expenditures; the impact of our substantial indebtedness,
including the effect of our leverage on our financial position and
earnings; our ability to obtain and renew key contracts with
municipalities, transit authorities and private landlords;
competition; regulations and consumer concerns regarding privacy
and data protection and the use of artificial intelligence; a
breach of our information security measures; legislative or
regulatory requirements; restrictions on out-of-home advertising of
certain products; environmental, health, safety and land use laws
and regulations, as well as various actual and proposed
environmental, social and governance policies and regulations;
third-party claims of intellectual property infringement,
misappropriation or other violation against us or our suppliers;
risks of doing business in foreign countries; fluctuations in
exchange rates and currency values; volatility of our stock price;
the impacts on our stock price as a result of future sales of
common stock, or the perception thereof, and dilution resulting
from additional capital raised through the sale of common stock or
other equity-linked instruments; the effect of analyst or credit
ratings downgrades; our ability to continue to comply with the
applicable listing standards of the New York Stock Exchange; the
restrictions contained in the agreements governing our indebtedness
limiting our flexibility in operating our business; our dependence
on our management team and other key individuals; continued
scrutiny and changing expectations from investors, lenders,
customers, government regulators and other stakeholders; and
certain other factors set forth in our other filings with the SEC.
You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date stated,
or if no date is stated, as of the date of this release. Other key
risks are described in the section entitled "Item 1A. Risk Factors"
of the Company's reports filed with the SEC, including the
Company's Annual Report on Form 10-K for the year ended
December 31, 2022. The Company does
not undertake any obligation to publicly update or revise any
forward-looking statements because of new information, future
events or otherwise.
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SOURCE Clear Channel Outdoor Holdings, Inc.