The offer from a private equity group led by Thomas H. Lee Partners LP and Bain Capital Partners LLC was first announced last November but was sweetened several times after some large shareholders signaled they would oppose earlier offers.
The latest offer of $39.20 per share in cash or stock in what would be a privately-owned company has appeased at least some of the big holdouts. Current shareholders could end up with as much as 30 percent of the new company.
Those who elect to keep shares in the new company will be issued shares expected to trade over-the-counter, but the shares will not listed on any major exchange, according to company filings made Thursday with the Securities and Exchange Commission.
The buyers will also assume $8 billion in debt in the deal.
Shareholders who owned stock as of Monday will be eligible to vote. The deal is expected to close before the end of the year.
Shares of Clear Channel slipped 15 cents to $36.85 in afternoon trading Thursday.