Clear Channel Outdoor Holdings, Inc.
For the period ended Dec 31, 2025. Filed Feb 26, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 26, 2026
CCO$2.42-0.4%Stored close · as of Oct 14, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-24.
0001334978-25-000008
Item 1A. Risk FactorsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-26.
0001334978-26-000010
Item 1A. Risk FactorsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 164 previous paragraphs and 187 current paragraphs.
76 unchanged; 76 reworded; 33 added; 11 removed; 1 previous and 2 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (33)
Current report
Uncertainties associated with the Merger could adversely affect our business, results of operations, financial condition and the trading price of our common stock.
Current report
On February 9, 2026, the Company entered into the Merger Agreement with Parent and Merger Sub pursuant to which the Company is to be acquired by an investor consortium comprised of affiliates and/or certain investment funds advised by Mubadala Capital, in partnership with TWG Global. Pursuant to the Merger Agreement, Merger Sub shall be merged with and into the Company, with the Company continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the closing of the Merger, each outstanding share of our common stock (other than certain shares held by the Company as treasury stock, owned by Parent or any of its subsidiaries, including Merger Sub, or as to which appraisal rights have been properly exercised in accordance with Delaware law) will automatically be canceled, extinguished and converted into the right to receive a cash payment equal to the per-share price specified in the Merger Agreement, our common stock will be delisted from the New York Stock Exchange (“NYSE”), and we will cease to be a reporting company under the Exchange Act.
Current report
Completion of the Merger is subject to various customary closing conditions and regulatory approvals, including (i) the adoption of the Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of our common stock entitled to vote at a special meeting of our stockholders; (ii) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and receipt of certain other regulatory approvals, including by the Committee on Foreign Investments in the United States (or any member agency thereof acting in its capacity as such); and (iii) other customary conditions for a transaction of this type. The parties to the Merger Agreement may not receive the necessary approvals for the transaction or may not receive them within the expected timeframe. The closing of the Merger will not occur prior to March 26, 2026, without the prior written consent of Parent. The failure to satisfy these and other closing conditions could jeopardize, delay or prevent the consummation of the Merger.
Current report
The pendency of the Merger, as well as any delays in the expected timeframe, could cause disruption to our ongoing operations and create uncertainties, any of which could have an adverse effect on our business, results of operations, financial condition and the trading price of our common stock, regardless of whether the Merger is completed. These risks include, but are not limited to:
Current report
•An adverse effect on our relationships with vendors, customers and employees, including if our vendors, customers or others attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us during the pendency of the Merger;
Current report
•A diversion of a significant amount of management time and resources toward the completion of the Merger;
Current report
•Being subject to certain restrictions on the conduct of our business without Parent’s prior written consent;
Current report
•Difficulties attracting and retaining key employees.
Current report
The adverse effects of the pendency of the Merger could be exacerbated by any delays in completion of the Merger or by termination of the Merger Agreement. Even if successfully completed, there are certain risks to our stockholders from the Merger, including:
Current report
•The per-share price is fixed and will not be adjusted for changes in our business, assets, liabilities, prospects, outlook, financial condition or operating results, or in the event of any change in the market price of, analyst estimates of, or projections relating to our common stock;
Current report
•The fact that the exchange of common stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes; and
Current report
•The fact that, if the Merger is completed, our stockholders will not participate in any future growth potential or benefit from any future increase in our value.
Current report
Failure to complete the Merger could adversely affect our business and the price of our shares of common stock.
Current report
The closing of the Merger may not occur on the expected timeline or at all. The Merger Agreement contains certain customary termination rights for us and Parent, including, among others: (i) if the Merger is not consummated on or before November 9, 2026, subject to extension to February 9, 2027 if the requisite regulatory approvals are not previously obtained; (ii) if the requisite stockholder approval is not obtained at a meeting of Company stockholders (or any adjournment or postponement thereof) at which a vote is taken on the Merger; (iii) if the other party breaches its representations, warranties or covenants in a manner that would cause the conditions to the closing of the Transactions to not be satisfied and fails to cure such breach within the applicable cure period; (iv) if any law, order or judgment prohibiting the Merger has become final and non-appealable; or (v) by mutual written agreement of Parent and the Company. If the Merger Agreement is terminated and the Merger is not consummated, the price of our common stock may decline, we may experience negative reactions from the financial markets, including adverse stock price impacts, or from our vendors, customers and other business partners, and you may not recover your investment or receive a price for your shares of common stock similar to what has been offered as a result of the Merger.
Current report
If the Merger Agreement is terminated under certain circumstances set forth in the Merger Agreement, including as a result of the Company’s entry into a definitive agreement related to an alternative business combination transaction providing for a superior proposal (as defined in the Merger Agreement), the Company will be required to pay Parent a termination fee of $39.8 million (or $19.9 million if such superior proposal is executed prior to the expiration of the “go-shop” period as defined in the Merger Agreement). If the Company is required to pay this termination fee, such fee, together with costs incurred to negotiate the Merger Agreement and pursue the Merger, could have a material adverse effect on the Company’s liquidity, financial condition and results of operations.
Current report
In addition, although Parent has represented that it has sufficient funds to consummate the Merger, if Parent fails to fund the equity financing or close on the debt financing contemplated by the Merger Agreement and thereby fails to have sufficient funds to consummate the Merger, we may be forced to pursue costly litigation to obtain payment of the termination fee that Parent would be required to pay us in that circumstance or pursue specific performance of the Merger Agreement and compel Parent to close, and we may be unable to obtain adequate relief.
Current report
The Merger Agreement contains provisions that limit our ability to pursue alternatives to the Merger.
Current report
Under the Merger Agreement, we are also subject to a “go-shop” and “no-shop” framework. For a limited period after signing, we may solicit, initiate or engage in discussions with third parties regarding alternative acquisition proposals. After the “go-shop” period ends, we are subject to “no-shop” provisions which prohibit us from soliciting, initiating, proposing or engaging in discussions or negotiations with respect to any alternative business combination transaction, except in limited circumstances to comply with our fiduciary duties. As described above, we are also required to pay a termination fee if we decide to pursue an alternative to the Merger. These provisions could discourage a third party that may otherwise have an interest in acquiring all or a significant part of our business from considering or proposing an acquisition, even if such third party were prepared to pay consideration with a higher value than that provided for in the Merger Agreement.
Current report
We are subject to certain restrictions on the conduct of our business under the terms of the Merger Agreement.
Current report
Under the terms of the Merger Agreement, we have agreed to certain restrictions on the operations of our business until the consummation of the Merger. We have agreed to limit the conduct of our business to actions undertaken in the ordinary course of business and, unless approved by Parent in writing, to refrain from, among other things, incurring certain debt; entering into certain material contracts; selling or transferring rights in owned real property; entering into, adopting, amending, modifying or terminating any Company employee benefit plan; increasing the compensation or employee benefits of any director or officer; paying dividends; settling certain legal proceedings; changing our methods, principles or practices of financial accounting, except as required by U.S. generally accepted accounting principles (“GAAP”) or applicable law; and incurring certain capital expenditures. Because of these restrictions, we may be prevented from undertaking certain actions with respect to the conduct of our business that we might otherwise have taken if not for the Merger Agreement.
Current report
We and our directors may be subject to litigation challenging the Merger, and an unfavorable judgment or ruling in any such lawsuit could prevent or delay the consummation of the Merger and/or result in substantial costs.
Current report
Putative stockholder complaints, including stockholder class action complaints and other demands that may be made against us or complaints that may be filed against us, our Board, parties involved in the Merger and others in connection with the transactions contemplated by the Merger Agreement, may delay or prevent the consummation of the Merger. The outcome of any such demands and complaints or any litigation is uncertain, and we may not be successful in defending against these claims. Whether or not any claims are successful, these types of demands and litigation could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business, and otherwise adversely affect our business, results of operations and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Merger, then that injunction may delay or prevent the Merger from being completed, which may exacerbate the other risks described herein and adversely affect our business, operating results and financial condition.
Current report
Strategic transactions that we have pursued in the past, and may pursue in the future, pose risks.
Current report
If the Merger is consummated, then the Company is expected to terminate or extinguish certain of its material financing agreements and concurrently repay all advances and other obligations outstanding thereunder and the surviving corporation will assume all remaining debts, liabilities and duties of the Company (if any), in each case as may be provided for under applicable law.
Current report
•Uncertainties associated with the proposed Merger, including the failure to consummate the Merger in a timely manner or at all;
Current report
•The occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, including circumstances requiring us to pay a termination fee pursuant to the Merger Agreement;
Current report
•Failure to satisfy the conditions precedent to consummate the Merger, including the adoption of the Merger Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the outstanding shares of our common stock and obtaining required regulatory approvals;
Current report
•The risk that restrictions on the operation of our business during the pendency of the Merger may impact our ability to pursue certain business opportunities or strategic transactions or undertake certain actions we might otherwise have taken;
Current report
•Potential litigation relating to, or other unexpected costs resulting from, the Merger;
Current report
•Regulations, consumer concerns and other challenges regarding privacy, digital services, data protection, cybersecurity and the use of AI;
Current report
•The impact of strategic transactions that we have pursued in the past and may, if we do not consummate the Merger, pursue in the future;
Current report
•There can be no assurance that the process to sell our business in Spain will be successful or result in value for our stockholders;
Removed paragraphs (11)
Previous report
In addition, we have announced certain environmental commitments and established a framework to support our environmental program. There can be no assurance that we will be successful in reaching our stated goals, that activists and others will not challenge our progress towards those goals or their establishment, that our environmental framework will operate adequately or, if we are successful, that the cost will not be material. Furthermore, additional laws, policies and regulations that may be passed in the future, or a finding of a violation of or liability under existing laws, could require us to make significant expenditures and otherwise limit or restrict some of our operations.
Previous report
In addition, we may not be able to identify any transactions with respect to our businesses in Spain and Brazil. Any potential transactions will depend upon a number of factors, including, but not limited to, regulatory conditions and approvals, market conditions, industry trends, the interest of third parties in such operations, and the availability of financing to potential buyers. We cannot make any assurances that any potential transactions or other strategic alternatives, if identified, evaluated and completed, will provide greater value to our stockholders than that reflected in the current price of our common stock.
Previous report
Finally, we are simultaneously continuing to focus on executing our operating plan, including improving financial results, expanding our advertiser base, optimizing our deployment of capital and reducing corporate expenses. These actions include initiatives such as growing key verticals in the U.S., developing channels for advertisers, turning around challenged markets, reviewing our corporate expenses as our portfolio simplifies, and improving our liquidity position and reducing debt. There can be no guarantee that any of these actions and initiatives will produce the benefits we expect.
Previous report
The dispositions of the businesses in our Europe-South segment and of certain businesses in Latin America, the agreed-upon disposition of the businesses in our Europe-North segment, and the potential dispositions of our businesses in Spain and Brazil, as well as other strategic transactions or acquisitions, pose risks.
Previous report
As described above, we have pursued or are pursuing strategic dispositions of certain businesses. We may also pursue other strategic transactions, including recapitalization or other corporate restructurings, including, for example, a real estate investment trust (“REIT”) conversion in the future. These dispositions, other strategic transactions or acquisitions could be material.
Previous report
•The completed dispositions of the businesses in our Europe-South segment and in Mexico, Peru and Chile, the agreed-upon disposition of the businesses in our Europe-North segment, and potential dispositions of our businesses in Brazil and Spain, may negatively impact revenues from our national, regional and other sales networks or make it difficult to generate cash flows from operations sufficient to meet our anticipated cash requirements, including our debt service requirements;
Previous report
Both dispositions and acquisitions also carry the risk that management’s attention could be diverted from other business concerns.
Previous report
•Our inability to successfully adopt, or our being late in adopting, technological changes and innovations that offer more attractive advertising alternatives than what we offer, which could result in a loss of advertising customers or lower advertising rates;
Previous report
•regulations and consumer concerns regarding privacy, digital services, data protection and the use of AI;
Previous report
•the impact of the agreement to sell the businesses in our Europe-North segment and the potential sales of our businesses in Spain and Brazil;
Previous report
•the impact of the recent dispositions of the businesses in our Europe-South segment and in Latin America, as well as other strategic transactions or acquisitions;
Reworded paragraphs (76)
Previous wording
Our results have been, and could continue to be, adversely affected by continued economic uncertainty, an economic slowdown or a recession.
Current wording
Our results have been, and could continue to be, adversely affected by continued economic uncertainty, an economic slowdown or recession, or other macroeconomic factors.
Previous wording
Periods of economic slowdown or recession, or periods of economic uncertainty, are generally accompanied by reduced advertising spend, which has negatively impacted our business in the past. The current macroeconomic environment is characterized by high inflation, which has increased our costs, and elevated interest rates, which have raised our cost of debt. Continued fluctuations in inflation and interest rates are uncertain and could continue to adversely impact our reported results.
Current wording
Periods of economic slowdown or recession, or periods of economic uncertainty, are generally accompanied by reduced advertising spend, which has negatively impacted our business in the past. While inflation has moderated from previous levels, it remains above the U.S. Federal Reserve’s long-term target, and high inflation has, in the past, increased our operational costs and influenced consumer behavior. In addition, while the Federal Reserve reduced the federal funds rate in 2025, borrowing costs remain elevated relative to recent historical averages. Future fluctuations in interest rates and inflation are uncertain and could adversely impact our reported results.
Previous wording
In addition, because a significant portion of our revenue is derived from local advertisers, our ability to generate revenue in specific markets is directly affected by local and regional economic conditions. In 2023, our revenue was impacted in certain of our larger U.S. markets as a result of the Hollywood labor union strikes and other specific macroeconomic trends. In addition, even though we have recently experienced growth in our Airports segment, the performance of this segment is vulnerable to fluctuations in the demand for air travel, which may be influenced by world trade policies, government-to-government relations, economic uncertainty, and passengers’ discretionary income, among other factors. A decline in economic conditions could negatively affect our performance and require us to implement cost-saving or other measures.
Current wording
In addition, our ability to generate revenue in specific markets and from specific verticals is directly affected by local, regional and specific industry conditions. For example, although we continue to experience growth in our Airports segment, the performance of this segment is vulnerable to fluctuations in the demand for air travel, which may be influenced by world trade policies, government-to-government relations, economic uncertainty, airplane ticket prices and passengers’ discretionary income, among other factors. Moreover, our strategic focus on fast-growing airports with high passenger throughput may heighten our exposure to demand fluctuations for air travel, potentially amplifying the impact on the segment’s growth trajectory and requiring us to implement cost-saving or other measures. Additionally, our plans to generate revenue from non-traditional advertising verticals, such as advertisers in the cryptocurrency industry, may expose us to further external factors such as regulatory developments and public sentiment related to these industries.
Previous wording
Unfavorable global, regional or local economic or political conditions, such as those resulting from the events described above and from actual and potential shifts in the U.S. and foreign trade, economic and other policies; trade tensions between the U.S. and other countries, including imposition of increased, new and retaliatory tariffs; the Russia-Ukraine war and the conflicts in the Middle East; as well as events such as terrorist attacks or increased social and political turmoil and unrest also may adversely impact our results. We cannot anticipate the impact of the current economic environment on our business, and any of the foregoing could materially harm our business.
Current wording
Unfavorable global, regional or local economic or political conditions, such as those resulting from the events described above and from actual and potential shifts in U.S. and foreign economic and other policies; the Russia-Ukraine war, the conflicts in the Middle East, and conditions in Latin America following the recent U.S. military action in Venezuela; and events such as terrorist attacks or increased social and political turmoil and unrest also may adversely impact our results. Additionally, global trade policy remains highly uncertain. Since early 2025, the U.S. government has imposed incremental tariff rates on imports from certain foreign countries, which remain subject to negotiation, legal challenges and change. These developments, together with countermeasures adopted by many jurisdictions where our inventory is manufactured (including China and Canada), could result in increased pricing to secure, or difficulty securing, digital displays, display equipment, steel to build physical structures, LCD or LED technology, electrical supply and network connectivity components, printing services and canvas, and other materials required to provide our products and services in a timely manner; supply chain shortages; or other supply chain challenges, such as sanctions. These trade developments have resulted in isolated cost pressures for us. We cannot anticipate the impact of the current economic environment on our business, and any of the foregoing could materially harm our business.
Previous wording
Our ability to service our debt obligations requires a significant amount of cash. During 2024, we spent $434.5 million of cash to pay interest on our debt, and we anticipate having approximately $394 million of cash interest payment obligations in 2025, assuming the repayment of the term loan facility of Clear Channel International B.V. (the “CCIBV Term Loan Facility”) with proceeds from the sale of the businesses in our Europe-North segment, that we do not use the remaining proceeds from such sale to repay additional debt, and that we do not refinance or incur additional debt. Our significant principal and interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns or recessions, could reduce our liquidity over time, and could negatively affect our ability to obtain additional financing in the future.
Current wording
Our ability to service our debt obligations requires a significant amount of cash. During 2025, we spent $394.4 million of cash to pay interest on our debt. We anticipate having approximately $401 million of cash interest payment obligations in 2026, assuming we do not refinance, repurchase, or incur additional debt. Our significant principal and interest payment obligations reduce our financial flexibility, make us more vulnerable to changes in operating performance and economic downturns or recessions, could reduce our liquidity over time, and could negatively affect our ability to obtain additional financing in the future.
Previous wording
Our other cash requirements are for working capital used to fund the operations of the business and capital expenditures. We typically meet these needs through cash on hand, internally-generated cash flow from operations and, if necessary, borrowings under our credit facilities. Our long-term future cash requirements will depend on many factors, including the growth of our business, our investments in digital conversions and new technologies, and the pursuit and outcome of strategic opportunities, including the completion of the sale of our Europe-North segment and the ongoing sales processes for our businesses in Spain and Brazil. Our ability to meet our cash requirements through cash from operations depends on our future operating results and financial performance. Availability of our credit facilities for working capital and other needs is limited by certain covenants under our existing indebtedness, and if we are unable to generate sufficient cash through our operations, we could face substantial liquidity problems.
Current wording
Our other cash requirements are for working capital used to fund the operations of the business and capital expenditures. We typically meet these needs through cash on hand, cash generated from operations, and, when necessary, borrowings under our credit facilities. Our long-term future cash requirements depend on a variety of factors, including the growth of our business, our continued investments in digital conversions and new technologies, and the pursuit and outcome of strategic opportunities, including the completion of the sale of our business in Spain and the successful consummation of the Merger. Our ability to meet our cash requirements through cash from operations depends on our future operating results and financial performance. Availability of our credit facilities for working capital and other needs is limited by certain covenants under our existing indebtedness, and if we are unable to generate sufficient cash through our operations, we could face substantial liquidity problems.
Previous wording
The purchase price of possible asset acquisitions, capital expenditures for deployment of digital billboards and other strategic initiatives could require additional financing from banks or other lenders, offerings of public or private debt, equity or equity-linked securities, strategic partnerships, or a combination thereof. Additional indebtedness could increase our leverage and make us more vulnerable to adverse changes in economic or industry conditions and may limit our ability to withstand competitive pressures. The terms of our existing or future debt or equity agreements may restrict us from securing financing on terms that are acceptable to us. Furthermore, there is no assurance that we will be able to secure financing alternatives, complete liquidity-generating transactions or refinance debt in sufficient amounts or on terms acceptable to us in the future, due to market conditions, our financial condition, our liquidity constraints, or other factors that may be beyond our control. Even if financing alternatives are available, we may not find them suitable or offered at reasonable interest rates. The inability to obtain additional financing in such circumstances could have a material adverse effect on our financial condition and on our ability to meet our obligations or pursue strategic initiatives.
Current wording
Pursuant to the terms of the Merger Agreement, until the Merger is consummated, or the Merger Agreement is terminated, we have restrictions on our ability to incur, assume, endorse, guarantee or otherwise become liable for any indebtedness for borrowed money. However, if the Merger is not consummated, we may obtain additional indebtedness, which could increase our leverage and make us more vulnerable to adverse changes in economic or industry conditions and may limit our ability to withstand competitive pressures. The terms of our existing or future debt or equity agreements may restrict us from securing financing on terms that are acceptable to us. Furthermore, there is no assurance that we will be able to secure financing alternatives, complete liquidity-generating transactions or refinance debt in sufficient amounts or on terms acceptable to us in the future, due to market conditions, our financial condition, our liquidity constraints or other factors that may be beyond our control. Even if financing alternatives are available, we may not find them suitable or offered at reasonable interest rates. The inability to obtain additional financing in such circumstances could have a material adverse effect on our financial condition and on our ability to meet our obligations or pursue strategic initiatives.
Previous wording
As of December 31, 2024, we had approximately $5.7 billion of total indebtedness outstanding. Our next material debt maturity is in 2027 when the $1.25 billion aggregate principal amount of 5.125% Senior Secured Notes becomes due, assuming that we are able to complete the sale of the businesses in our Europe-North segment and repay the $375 million under the CCIBV Term Loan Facility, which would otherwise be due in 2027. Our substantial level of indebtedness and other financial obligations increase the possibility that we may be unable to generate cash sufficient to meet principal, interest or other payment obligations in respect of our indebtedness when due. We have explored, and expect to continue to explore from time to time, a variety of transactions to improve our liquidity and/or to refinance our indebtedness, including issuing new debt to pay off more expensive debt, repurchasing outstanding notes in the open market with available liquidity, and deploying the proceeds from the dispositions of businesses, if completed. We cannot assure you that we will enter into or consummate successfully any liquidity-generating or debt-refinancing transactions, and we cannot currently predict the impact that any such transactions, if consummated, would have on us.
Current wording
As of December 31, 2025, we had approximately $5.1 billion of total indebtedness outstanding. Our next material debt maturities are in 2028 when the $899.3 million aggregate principal amount of 7.750% Senior Notes and the $425.0 million Term Loan Facility become due. Our substantial level of indebtedness and other financial obligations increase the possibility that we may be unable to generate cash sufficient to meet principal, interest and/or other payment obligations in respect of our indebtedness when due. We have completed, and if the Merger is not consummated, we could continue to explore from time to time, a variety of transactions to improve our liquidity and/or to refinance our indebtedness, including issuing new debt to pay off more expensive debt; repurchasing outstanding notes through open market purchases, privately negotiated transactions or other means with available liquidity; and deploying the proceeds from the disposition of our business in Spain, if completed. We cannot assure you that we will enter into or consummate successfully any future liquidity-generating or debt-refinancing transactions, and we cannot currently predict the impact that any such transactions, if consummated, would have on us.
Previous wording
•We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and interest on our indebtedness, and if our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell additional assets or operations, seek additional capital or refinance our indebtedness. Additionally, we may not be able to take any of these actions, or these actions may not be successful or permit us to meet our scheduled debt service obligations. Furthermore, these actions may not be permitted under the terms of our existing or future debt agreements.
Current wording
•We may not be able to maintain a level of cash flows from operating activities sufficient to permit us to pay the principal and/or interest on our indebtedness, and if our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell additional assets or operations, seek additional capital or refinance our indebtedness. Additionally, we may not be able to take any of these actions, or these actions may not be successful or permit us to meet our scheduled debt service obligations. Furthermore, these actions may not be permitted under the terms of our existing or future debt agreements.
Previous wording
•Our ability to refinance our debt or conduct and consummate any other debt-related capital markets transactions will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt or debt-related capital markets transaction could be at higher interest rates, increasing our debt service obligations, and may require us to comply with more onerous covenants, which could further restrict our business operations. Additionally, we may not be able to refinance our debt at all, or we may not be successful in utilizing debt refinancings or other capital markets transactions to meet our scheduled debt service obligations. Furthermore, the terms of existing or future debt instruments may restrict us from pursuing this alternative.
Current wording
•Our ability to refinance our debt or conduct and consummate any other debt-related capital markets transactions will depend on the condition of the capital markets and our financial condition at such time. Any such refinancing or transaction could occur at higher interest rates or may temporarily increase our interest expense payments for a fiscal period. This could materially increase our debt service obligations and may require us to comply with more onerous covenants, which could further restrict our business operations. Additionally, we may not be able to refinance our debt at all, or we may not be successful in utilizing debt refinancings or other capital markets transactions to meet our scheduled debt service obligations. Furthermore, the terms of existing or future debt instruments may restrict us from pursuing this alternative.
Previous wording
Any failure to make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. If we cannot make scheduled payments on our indebtedness, we will be in default under one or more of the agreements governing our indebtedness, and as a result, we could be forced into bankruptcy or liquidation.
Current wording
Any failure to make payments of interest and/or principal on our outstanding indebtedness on a timely basis would likely result in a reduction of our credit rating, which could harm our ability to incur additional indebtedness. If we cannot make scheduled payments on our indebtedness, we will be in default under one or more of the agreements governing our indebtedness, and as a result, we could be forced into bankruptcy or liquidation.
Previous wording
We are focused on driving incremental demand for sustainable long-term revenue growth while increasing operational efficiencies to enhance profitability, improve operating cash flows and reduce leverage. Our strategy centers on three key pillars: accelerating our digital transformation, prioritizing customer-centricity and driving executional excellence. The success of our strategy and the realization of the anticipated benefits thereof, depends, in part, on our ability to modernize our solutions and enhance out-of-home’s value to attract more advertisers and capture market share from other media, to grow our digital footprint, to enhance our technology offerings, to continue to invest in digital infrastructure to automate key processes, to add sales channels and tailor our approach to serve our clients, and to increase the speed, quality and repeatability of our key business processes.
Current wording
We are focused on driving incremental demand for sustainable long-term revenue growth while increasing operational efficiency to improve profitability, strengthen cash flow and reduce leverage. Our strategy centers on four pillars: focusing on customer-centricity, accelerating our technology capabilities, driving sales execution and strengthening our balance sheet. The success of our strategy and the realization of the anticipated benefits thereof within their expected timelines, or at all, depends, in part, on our ability to modernize our solutions to be more data-driven and enhance OOH’s value to attract more advertisers and capture market share from other media, to grow our digital footprint, to leverage our investments in technology to meet modern marketers’ demands, to continue to invest in digital infrastructure to streamline key processes, to add sales channels and tailor our approach to serve our customers, to accurately forecast customer needs, and to increase the speed, quality and repeatability of our key business processes.
Previous wording
Strengthening our platform’s value and growing our digital footprint depend, in part, on our ability to deliver and install digital displays in a timely and cost-effective manner, which may be impacted by various factors, including high costs or unavailability of the elements necessary for the production of displays (as a result of increased tariffs, other foreign or trade policies or otherwise), the complexity of the delivery and installation within transit infrastructures, including airports, and increased costs of the energy necessary to power digital displays. If we fail to satisfy our contractual obligations to our customers and if any such failures cannot be resolved, and/or if the digital display platform and/or the digital advertising displays that we provide to our customers are too costly, do not meet their expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally, our business operations and financial results will suffer.
Current wording
Strengthening our platform’s value and growing our digital footprint depend, in part, on our ability to deliver and install digital displays in a timely and cost-effective manner, which may be impacted by various factors, including high costs or unavailability of the elements necessary for the production of displays (as a result of increased tariffs, other foreign or trade policies or agreements, or otherwise); the complexity of the delivery and installation within transit infrastructures, including airports; and increased costs of the energy necessary to power digital displays. If we fail to satisfy our contractual obligations to our customers, and if any such failures cannot be resolved, and/or if the digital display platform and/or the digital advertising displays that we provide to our customers are too costly, do not meet their expectations or are found to be defective, or if we are unable to realize the anticipated benefits of these products due to reduced market demand for these products or digital advertising generally, our business operations and financial results will suffer.
Previous wording
We continue to develop and work on improving our technological offerings, including RADAR, as well as our programmatic solution. Such offerings require the successful creation, enhancement, use and adoption of innovative technology that includes hardware, software, connectivity, automation and digital solutions. As a result, we make significant investments in research and development, connectivity solutions, data security and employee training. These investments may not result in improvements to RADAR, our programmatic capabilities or other technology we may create or adopt in the future and may not provide the desired results for our clients. If we are not able to deliver our solutions with differentiated features and functionality, our clients may not value or adopt these solutions. In addition, the market for programmatic out-of-home advertisement buying is still emerging and if the markets fail to develop or develop more slowly than we expect, our investment in programmatic solutions may not result in business from new customers. Our investment in programmatic solutions may also result in current customers shifting from our more profitable offerings into programmatic, which could also impact our financial results.
Current wording
We continue to develop and work on improving our technological offerings, including RADAR and our programmatic solutions. Such offerings require the successful creation, enhancement, use and adoption of innovative technology that includes hardware, software, connectivity, automation and digital solutions. As a result, we are investing in research and development, connectivity solutions, data security, employee training and AI. We plan to pilot AI-driven insights and automation within our technological offerings, with the goal of improving attribution and measurement, automating routine tasks, streamlining the purchase process for our customers and attracting new verticals. However, these investments, or other technology we may create or adopt in the future, may not provide the anticipated benefits, may fail to result in improvements to RADAR or our programmatic capabilities, or may not provide the desired results for our customers. Further, developing and incorporating AI into our business requires substantial expenditures, takes considerable time and ultimately may not be successful. See “Regulations, consumer concerns and other challenges regarding privacy, digital services, data protection and the use of artificial intelligence, or any failure to comply with these regulations, could hinder our operations or cause us to incur expenses and liabilities” for additional information on the risks related to AI. If we are not able to deliver solutions with differentiated features and functionality, or that are cost-effective, secure and reliable, our customers may not value or adopt these solutions. In addition, if the market for programmatic OOH advertising develops more slowly than we predict, or fails to capture the expected market share, our investment in programmatic solutions may not result in business from new customers. Our investment in programmatic solutions may also result in current customers shifting from our more profitable offerings into programmatic, which could also impact our financial results.
Previous wording
The success of our business is dependent upon our ability to obtain and renew contracts with municipalities, transit authorities and private landlords, which we may fail to obtain on favorable terms.
Current wording
The success of our business is dependent upon our ability to obtain and renew contracts with municipalities, transit authorities and private landlords, which we may fail to do on favorable terms or at all.
Previous wording
Our business requires us to develop and maintain strong relationships with officials, regulatory authorities and private landlords. Many of our contracts with municipalities and other authorities require us to participate in competitive bidding processes at each renewal and have revenue-share requirements, capital expenditure requirements and/or fixed payment components. Competitive bidding processes are complex and sometimes lengthy, and substantial costs may be incurred in connection with preparing bids. Our competitors, individually or through relationships with third parties, may be able to provide municipalities with different or greater capabilities, prices or benefits than we can provide. We have not been, and will not be, awarded all of the contracts on which we bid. There can be no assurance that we will win any particular bid, be able to renew existing contracts (on the same or better terms, or at all) or be able to replace any revenues lost upon expiration or completion of any particular contract. Our inability to renew existing contracts may also result in significant expenses from the removal of our displays. Furthermore, if and when we do obtain a contract, we are generally required to incur significant start-up expenses. The costs of bidding on contracts and the start-up costs associated with new contracts we may obtain may significantly reduce our cash flow and liquidity.
Current wording
Our business requires us to develop and maintain strong relationships with officials, regulatory authorities and private landlords. Many of our contracts with municipalities and other authorities require us to participate in competitive bidding processes at each renewal and have revenue-share requirements, capital expenditure requirements and/or fixed payment components. Competitive bidding processes are complex and sometimes lengthy, and substantial costs may be incurred in connection with preparing bids. Our competitors, individually or through relationships with third parties, may be able to provide municipalities with different or greater capabilities, prices or benefits than we can provide. We have not been, and will not be, awarded all of the contracts on which we bid. There can be no assurance that we will win any particular bid, be able to renew existing contracts (on the same or better terms, or at all), or be able to replace any revenues lost upon expiration or completion of any particular contract. Our inability to renew existing contracts may also result in significant expenses from the removal of our displays. Furthermore, if and when we do obtain a contract, we are generally required to incur significant start-up expenses. The costs of bidding on contracts and the start-up costs associated with any new contracts may significantly reduce our cash flow and liquidity.
Previous wording
•We may be unable to comply, or it may require substantial cost to comply, with various regulatory requirements and disclosure requests related to environmental, social and governance (“ESG”) standards that are required or are recommended to win certain contracts with municipalities and transit authorities in jurisdictions such as California;
Current wording
•We may be unable to comply, or it may require substantial cost to comply, with various regulatory requirements and disclosure requests that are required or are recommended to win certain contracts with municipalities and transit authorities;
Previous wording
Our inability to successfully negotiate, renew or complete these contracts due to third-party or governmental demands and delay, and the highly competitive bidding processes for these contracts, could affect our ability to offer these products to our customers, or to offer them to our customers at rates that are competitive with other forms of advertising, without adversely affecting our financial results.
Current wording
Our inability to successfully negotiate, renew or complete these contracts due to third-party or governmental demands and delays, and the highly competitive bidding processes for these contracts, could affect our ability to offer these products to our customers, or to offer them to our customers at rates that are competitive with other forms of advertising, without adversely affecting our financial results.
Previous wording
We face intense competition in the out-of-home advertising business.
Current wording
We face intense competition in the OOH advertising business.
Previous wording
The U.S. out-of-home advertising industry is fragmented and highly competitive, consisting of other large companies as well as numerous smaller, local players. We also compete with other forms of advertising, including mobile, social media, online, broadcast, cable and streaming television, radio, print, direct mail and more. Market shares are subject to change for various reasons, including through consolidation of our competitors through processes such as mergers and acquisitions, which could have the effect of reducing our revenue in a specific market. Our competitors may develop technology, services or advertising media that are equal or superior to those that we provide. It is also possible that new competitors may emerge. Many of these competitors possess greater technical, human and other resources than we do, and we may lack sufficient financial or other resources to maintain or improve competitive position.
Current wording
The U.S. OOH advertising industry is fragmented and highly competitive, consisting of other large companies as well as numerous smaller, local players. We also compete with other forms of advertising, including mobile, social media, online, broadcast, cable and streaming television, radio, print, direct mail and more. Market shares are subject to change for various reasons, including through consolidation of our competitors through processes such as mergers and acquisitions, which could reduce our revenue in a specific market. Our competitors may develop technology, services or advertising media that are equal or superior to those that we provide. In addition, our competitors may significantly discount their services to improve their competitive position, which, in turn, may force us to either reduce our rates or lose a potential or existing customer. It is also possible that new competitors may emerge. Many of these competitors possess greater technical, human and other resources than we do, and we may lack sufficient financial or other resources to maintain or improve our competitive position.
Previous wording
Moreover, the advertiser/agency ecosystem is diverse and dynamic and also subject to consolidation. Our relationships with advertisers and agencies are subject to change, and if an advertising customer shifts its relationship to an agency with whom we do not have as strong a relationship, our business can be adversely affected. An increased level of competition for advertising dollars may lead to lower advertising rates as we attempt to retain customers or may cause us to lose customers to our competitors who offer lower rates that we are unable or unwilling to match.
Current wording
Moreover, the advertiser/agency ecosystem is diverse and dynamic and also subject to consolidation. Our relationships with advertisers and agencies are subject to change, and if an advertising customer shifts its relationship to an agency with whom we do not have as strong a relationship, our business could be adversely affected.
Previous wording
Regulations, consumer concerns and other challenges regarding privacy, digital services, data protection and the use of artificial intelligence, or any failure to comply with these regulations, could hinder our operations.
Current wording
Regulations, consumer concerns and other challenges regarding privacy, digital services, data protection and the use of artificial intelligence, or any failure to comply with these regulations, could hinder our operations or cause us to incur expenses and liabilities.
Previous wording
We obtain certain types of information from users of our technology platforms, including, without limitation, our websites, web pages, interactive features, social media pages, mobile applications and programmatic offerings. We also obtain anonymous and/or aggregated audience behavior insights, such as aggregated historical mobile location data, about consumers from vetted third-party data providers. In addition, we collect information, including personal information, from our employees, our business partners and consumers who interact with the marketing content on our digital panels, including through data partner collection from cellular devices, scanning QR codes and beacon technology. We use and share this information from and about consumers, business partners and advertisers for a variety of business purposes. Collecting and processing information about individuals subjects us to certain privacy and data security laws and regulations, as well as risks of unauthorized access to such information.
Current wording
We obtain certain types of information from users of our technology platforms, including, without limitation, our websites, web pages, interactive features, social media pages, mobile applications and programmatic solutions. We also license anonymous and/or aggregated audience behavior insights, such as aggregated historical mobile location data, about consumers from vetted third-party data providers. In addition, we collect information, including PI, from our employees, our business partners and consumers who interact with the marketing content on our digital panels, including through data partner collection from cellular devices and scanning QR codes. We use and share this information from and about consumers, business partners and advertisers for a variety of business purposes. Collecting and processing information about individuals subjects us to certain privacy and data security laws and regulations, as well as risks of unauthorized access to such information.
Previous wording
We are subject to a number of federal, state, local and foreign laws and regulations relating to consumer protection, information security, data protection and privacy, and we expect to be subject to additional laws in the future. In the U.S., individual states continue to enact new privacy laws and regulations. Many of these laws and regulations are evolving and could be interpreted or enforced by the courts or regulators in ways that could affect our ability to provide audience behavioral insights or monitor our business processes or otherwise harm our business. Furthermore, new regulatory approaches to privacy in public spaces by the U.S. Federal Trade Commission and other regulators, which may affect the operation of our RADAR products, are now being enforced. Any efforts required to comply with these laws and regulations and others that may be enacted may require expenditure of substantial expenses, may divert resources from other initiatives and projects, and/or could limit the services we are able to offer. In addition, changes in consumer expectations and demands regarding privacy and data protection could restrict our ability to collect, use, disclose and derive economic value from demographic and other information related to our consumers, business partners and advertisers. Such restrictions could limit our ability to offer tailored advertising opportunities to our business partners and advertisers, and privacy activist interpretation of our activities could damage our reputation.
Current wording
We are subject to a number of federal, state, local and foreign laws and regulations relating to consumer protection, information security, and data protection and privacy, and we expect to be subject to additional laws in the future. In the U.S., individual states continue to enact new privacy laws and regulations. Many of these laws and regulations are evolving and could be interpreted or enforced by the courts or regulators in ways that could affect our ability to provide audience behavioral insights or monitor our business processes or otherwise harm our business. Furthermore, new regulatory approaches to privacy in public spaces by the U.S. Federal Trade Commission and other regulators, which may affect the operation of our RADAR products, are now being enforced. Any efforts required to comply with these laws and regulations and others that may be enacted may require expenditure of substantial expenses, may divert resources from other initiatives and projects, and/or could limit the services we are able to offer. In addition, changes in consumer expectations and demands regarding privacy and data protection could restrict our ability to collect, use, disclose and derive economic value from demographic and other information related to our consumers, business partners and advertisers. Such restrictions could limit our ability to offer tailored advertising opportunities to our business partners and advertisers, and privacy activist interpretation of our activities could damage our reputation.
Previous wording
In addition, we are exploring the use of artificial intelligence (“AI”), which we define as machine-based systems that can make predictions or recommendations, to enhance operational efficiency and support decision-making across key areas of our business. Our current exploratory use of AI includes the testing of ChatGPT and Copilot. As the use of AI is a novel business model without an established track record, data sourcing, technology, integration and process issues, program bias into decision-making algorithms, concerns over intellectual property, the evolving regulatory landscape, security problems, and the protection of privacy could impair the adoption and acceptance of AI solutions and expose us to new risks. Furthermore, if any sensitive information were to be input into a third-party generative AI platform, it could be leaked or disclosed to others, including if sensitive information is used to train the third party’s model.
Current wording
In addition, we utilize commercially available third-party AI tools to assist our technology team with software code development. Further, we are introducing AI-enabled tools to support sales planning, client engagement and operational workflows, including automating marketing and creative workflows and routine administrative activities. As the use of AI is a novel business model without an established track record, any issues related to data sourcing, technology, integration or processes; program bias in decision-making algorithms; concerns over intellectual property; the evolving regulatory landscape; security problems; or the protection of privacy could impair the adoption and acceptance of AI solutions and expose us to new risks. Furthermore, if any sensitive information were to be input into a third-party generative AI platform, it could be leaked or disclosed to others, including if sensitive information is used to train the third party’s model.
Previous wording
If our security measures are breached, we could lose valuable information, suffer disruptions to our business, and incur expenses and liabilities, including damage to our relationships with customers and business partners.
Current wording
If our security measures are breached, we could lose valuable information, suffer disruptions to our business, including damage to our relationships with customers and business partners, and incur expenses and liabilities.
Previous wording
Although we maintain a cybersecurity program, no security measures are perfect and impenetrable, and we, and outside parties we interact with, may be unable to anticipate or prevent unauthorized access of our websites, digital assets, proprietary business information and any information, including PI that we collect and share with others. Moreover, our systems, servers and platforms are vulnerable to computer viruses, physical or electronic break-ins and similar disruptions that our security measures may not detect, which could cause interruptions or slowdowns of our digital display systems, delays in communication or loss of data and slowdown or unavailability of our client-facing or internal platforms. A cyber incident may be due to the actions of outside parties, employee error, malfeasance or a combination of these or other actions. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including by computer hackers, nation-state-affiliated actors and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased as well. The rapid evolution of AI is only expected to increase the complexity of cyber-attacks and cyber intrusions. We have experienced, and may in the future experience, whether directly or through our supply chain partners, cybersecurity incidents. We have been, and expect to continue to be, the target of fraudulent calls, emails and other forms of fraudulent activities and have experienced security breaches. Future cybersecurity incidents, including breaches, could have a material impact on our business, operations and reputation.
Current wording
We, and outside parties we interact with, may be unable to anticipate or prevent unauthorized access to our websites, digital assets, proprietary business information and any information, including PI that we collect and share with others. Moreover, our systems, servers and platforms are vulnerable to computer viruses, physical or electronic break-ins, and similar disruptions that our security measures may not detect, which could cause interruptions or slowdowns of our digital display systems, delays in communication or loss of data and slowdown or unavailability of our customer-facing or internal platforms. A cyber incident may be due to the actions of outside parties, employee error, malfeasance or a combination of these or other actions. The risk of a security breach or disruption, particularly through cyber-attacks or cyber intrusions, including by computer hackers, nation-state-affiliated actors and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased as well. The rapid evolution of AI has increased the frequency and complexity of cyber-attacks and cyber intrusions. We have experienced, and may in the future experience, whether directly or through our supply chain partners, cybersecurity incidents. We have been, and expect to continue to be, the target of fraudulent calls, emails and other forms of fraudulent activities and have experienced security breaches. Future cybersecurity incidents, including breaches, could have a material impact on our business, operations and reputation or subject us to material liabilities.
Previous wording
Government regulation of out-of-home advertising may restrict our out-of-home advertising operations.
Current wording
Government regulation of OOH advertising may restrict our OOH advertising operations.
Previous wording
U.S. federal, state and local regulations have a significant impact on the out-of-home advertising industry and our business. One of the seminal laws for our business is the HBA, which regulates out-of-home advertising on controlled roads in the U.S., including billboard size and placement. All states have passed billboard control statutes and regulations generally governing the construction, repair, maintenance, upgrade, lighting, height, size, spacing, placement and permitting of out-of-home advertising structures. Internationally, countries where we operate have similar regulations. Many of these regulations also govern the development of new out-of-home locations and address the use of new technologies for changing displays, including digital displays, with some existing U.S. and international regulations restricting or prohibiting their use. Due to such regulations, it has become increasingly difficult to develop new out-of-home advertising locations.
Current wording
U.S. federal, state and local regulations have a significant impact on the OOH advertising industry and our business. One of the seminal laws for our business is the Highway Beautification Act, which regulates OOH advertising on controlled roads in the U.S., including billboard size and placement. All states have passed billboard control statutes and regulations generally governing the construction, repair, maintenance, upgrade, lighting, height, size, spacing, placement and permitting of OOH advertising structures. Foreign countries where we operate have similar regulations. Many of these regulations also govern the development of new OOH locations and address the use of new technologies for changing displays, including digital displays, with some existing U.S. and international regulations restricting or prohibiting their use. Due to such regulations, it has become increasingly difficult to develop new OOH advertising locations.
Previous wording
Our failure or perceived failure to comply with these or any future regulations, including those that may regulate the energy consumption affiliated with the operation of advertising structures, could have an adverse impact on the effectiveness of our displays or their attractiveness to customers as an advertising medium.
Current wording
Our failure or perceived failure to comply with these or any future regulations, including those that may regulate the energy consumption associated with the operation of advertising structures, could have an adverse impact on the effectiveness of our displays or their attractiveness to customers as an advertising medium.
Previous wording
From time to time, certain state and local governments and third parties have attempted to force the removal of our displays under various state and local laws, including zoning ordinances, permit enforcement and condemnation, and some such efforts have been successful. Similar risks also arise in certain of the international jurisdictions in which we operate.
Current wording
From time to time, certain state and local governments and third parties have attempted to force the removal of our displays under various state and local laws, including zoning ordinances, permit enforcement and condemnation, and some such efforts have been successful. Similar risks also arise in certain international jurisdictions in which we operate.
Previous wording
A number of state and local governments have implemented or initiated taxes, fees and registration requirements in an effort to decrease or restrict the number of outdoor signs and/or to raise revenue. We expect jurisdictions to continue to attempt to impose such taxes as a way of increasing revenue. The increased imposition of these measures, and our inability to overcome any such measures, could adversely affect our operating income if we are unable to pass on the cost of these items to our customers or absorb them into our current operations as a cost of doing business.
Current wording
A number of state and local governments have implemented or initiated taxes, fees and registration requirements in an effort to decrease or restrict the number of outdoor signs and/or to raise revenue. We expect jurisdictions to continue to attempt to impose such taxes, fees or requirements as a way of increasing revenue. The increased imposition of these measures, and our inability to overcome any such measures, could adversely affect our operating income if we are unable to pass on the cost of these items to our customers or absorb them into our current operations as a cost of doing business.
Previous wording
Changes in laws and regulations affecting out-of-home advertising, or changes in their interpretation, could have a significant financial impact on us by requiring us to make significant expenditures to ensure compliance therewith or otherwise limiting or restricting some of our operations.
Current wording
Changes in laws and regulations affecting OOH advertising, or changes in their interpretation, could have a significant financial impact on us by requiring us to make significant expenditures to ensure compliance therewith or otherwise limiting or restricting some of our operations.
Previous wording
Restrictions on out-of-home advertising of certain products may restrict the categories of clients that can advertise using our products.
Current wording
Restrictions on OOH advertising of certain products may restrict the categories of clients that can advertise using our products.
Previous wording
Regulations governing categories of products that can be advertised through our advertising assets and platforms vary across the countries in which we conduct business. Certain products and services, such as tobacco, alcohol and high fat, salt and sugar foods are banned, restricted or specifically regulated in certain jurisdictions. Any significant reduction in advertising of products due to content-related restrictions could cause a reduction in our direct revenues from such advertisements and an increase in available space on the existing inventory of billboards in the out-of-home advertising industry.
Current wording
Regulations governing categories of products that can be advertised through our advertising assets and platforms vary across the states and countries in which we conduct business. In certain jurisdictions, products such as tobacco, alcohol and high fat, salt and sugar foods are banned, restricted or regulated. Additionally, in the U.S., certain food and beverage companies have voluntarily agreed that, in advertising primarily directed to children, they will either not advertise foods or beverages to children at all or advertise only products that meet the uniform nutrition criteria established by the Children’s Food and Beverage Advertising Initiative. Any future significant reduction in advertising of such products could reduce our direct revenues from such advertisements and an increase in available space on the existing inventory of billboards in the OOH advertising industry.
Previous wording
Environmental, health, safety and land use laws and regulations, as well as various actual and proposed ESG policies, regulations and disclosure standards, may limit or restrict some of our operations.
Current wording
Environmental, health, safety and land use laws and regulations, as well as various actual and proposed changes to sustainability laws and regulations, may limit or restrict some of our operations.
Previous wording
As the owner or operator of various real estate properties and facilities, we must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations, including those relating to the use, storage, disposal, emission and release of carbon and hazardous and non-hazardous substances; employee health and safety; and zoning restrictions. In addition, actual and proposed ESG policies and regulations, including proposed new or enhanced requirements regarding the standardization of mandatory climate-related disclosures, may subject us to new regulatory and compliance costs.
Current wording
As the owner or operator of various real estate properties and facilities, we must comply with various foreign, federal, state and local environmental, health, safety and land use laws and regulations, including those relating to the use, storage, disposal, emission and release of carbon and hazardous and non-hazardous substances; employee health and safety; and zoning restrictions. In addition, our operations are subject to an increasing array of climate-related reporting obligations as new legislation is considered and implemented, most notably in California. Non-compliance may result in significant penalties.
Previous wording
Our dispositions involve numerous risks, including:
Current wording
In recent years, we have pursued strategic transactions, including the sales of our international businesses and the Merger. The recent dispositions of our international businesses and the pending disposition of our business in Spain involve numerous risks, including:
Previous wording
•We may not achieve the expected benefits from the completed or potential dispositions, including our transformation into a more focused U.S.-centric out-of-home operator with less debt and enhanced optionality to become a REIT, improved margins and profits, and increased stockholder value; and
Current wording
•We may not achieve the expected benefits from the completed or pending dispositions, including providing us with enhanced optionality to become a real estate investment trust (“REIT”) or conduct other strategic transactions, improved margins and profits, and increased stockholder value; and
Previous wording
Likewise, our acquisitions involve risks, such as:
Current wording
Under the terms of the Merger Agreement, from its execution until the Merger is consummated or the Merger Agreement is terminated, we may not enter into contracts for the acquisition or disposition of any business (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) without the consent of Parent, except for contracts for the purchase or sale of inventory, supplies, materials or real property made in the ordinary course of business. If the Merger is not consummated, we may pursue other strategic transactions in the future, including recapitalization or other corporate restructurings, such as a REIT conversion, sales or acquisitions. These strategic transactions could be material and may involve risks, such as:
Showing the first 40 of 76 pairs. Open the source sections for the rest.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The purchase price of possible asset acquisitions, capital expenditures for deployment of digital billboards, and other strategic initiatives could require additional financing from banks or other lenders, offerings of public or private debt, equity or equity-linked securities, strategic partnerships, or a combination thereof. Additional indebtedness could increase our leverage and make us more vulnerable to adverse changes in economic or industry conditions and may limit our ability to withstand competitive pressures.
Current report — wording carried from elsewhere
On September 7, 2025, we entered into a definitive agreement to sell our business in Spain. The transaction is expected to close in the first half of 2026, upon satisfaction of regulatory approval. We cannot guarantee that the necessary regulatory approval will be obtained on the expected timeline, or at all, or that the closing of the transaction will occur. Any delays in the expected timeframe, speculation and uncertainty regarding the sale, or the termination of the agreement, could create uncertainties or disruptions in our business, which could have an adverse effect on our results of operations, financial condition and stock price. We intend to use the anticipated net proceeds from the sale, after payment of transaction-related fees and expenses, to further reduce our outstanding debt, subject to the status and outcome of the pending Merger. Stockholders will not have input on our use of any remaining proceeds after repayment of our debt and may not agree with our use thereof, and such use may not yield any return on our stockholders’ investments.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
•Increased pricing to secure, or difficulty securing, digital displays, display equipment, steel to build physical structures, LCD or LED technology, electrical supply and network connectivity components, printing services and canvas and other materials required to provide our products and services in a timely manner, either as a result of increased, new or retaliatory tariffs imposed by the U.S. or other countries where our inventory is manufactured (including China and Canada), supply chain shortages or other supply chain challenges, such as sanctions;