What changed in this filing

/stocks — the workspaceLOADING

Item 3. Legal Proceedings

2021-02-25 compared with 2020-02-27 · 21 added, 154 removed, 11 unchanged (94% of the section changed)

7 unchanged sentences

and tax disputes.

For additional information regarding legal proceedings, refer to Note 10, Commitments and Contingencies “-Chapter 11 Cases” and -Stockholder Litigation” to our Consolidated Financial Statements included in Part II of this Annual Report on Form 10-K.

Alien Ownership Restrictions and FCC Petition for Declaratory Ruling

The Communications Act and FCC regulation prohibit foreign entities and individuals from having direct or indirect ownership or voting rights of more than 25 percent in a corporation controlling the licensee of a radio broadcast station if the unless the FCC finds greater foreign ownership is in the public interest (the “Foreign Ownership Rule”).

Under our Plan of Reorganization, we committed to file a PDR, but the FCC’s granting our PDR was not a condition to our emergence.

The equity allocation mechanism (“Equity Allocation Mechanism”) set forth in the Plan of Reorganization was intended to enable us to comply with the Foreign Ownership Rule and other FCC ownership restrictions in connection with our emergence.

The Equity Allocation Mechanism imposed an obligation on each Claimholder to provide written certification sufficient for us to

determine whether issuance of common stock to such Claimholder would cause us to violate the Foreign Ownership Rule, and restricted us from issuing common stock to Claimholders such that it would cause us to exceed an aggregate alien ownership or voting percentage of 22.5 percent (the “22.5 Percent Threshold”).

After emerging from bankruptcy, we discovered that a group of Claimholders that had certified to having no foreign ownership or voting control in connection with the Equity Allocation Mechanism had subsequently undergone a separate merger transaction outside without our knowledge or control.

As a result of this merger, these Claimholders’ interests in iHeartMedia (amounting to approximately nine percent of our issued and outstanding Class A common stock) can be voted by a U.S.

subsidiary of a foreign parent.

We notified the FCC of this development in writing promptly after discovering and confirming it.

The FCC responded to our notification on July 9, 2019, indicating that (1) the FCC has not determined that this development is contrary to the public interest, and (2) the FCC has deemed us to be in compliance with the FCC’s foreign ownership reporting rules, pending its decision on our PDR.

On July 25, 2019 we filed our PDR, which requests the FCC to permit up to 100% of our voting and equity to be owned by non‑U.S.

individuals and entities.

The FCC has requested public comment on the PDR, and we cannot predict the result or timing of the FCC’s decision on our PDR or the terms of a Declaratory Ruling if one is granted.

The Communications Act and FCC regulation prohibit foreign entities and individuals from having direct or indirect ownership or voting rights of more than 25 percent in a corporation controlling the licensee of a radio broadcast station unless the FCC finds greater foreign ownership to be in the public interest (the “Foreign Ownership Rule”).

Under the Plan of

Reorganization, the Company committed to file the PDR requesting the FCC to permit the Company to be up to 100% foreign-owned.

On November 5, 2020, the FCC issued the Declaratory Ruling granting the relief requested by the PDR, subject to certain conditions.

On November 9, 2020, the Company notified the holders of Special Warrants of the commencement of an exchange process (the notification, the “Exchange Notice,” and the exchange, the “Exchange”).

In the Exchange, which took place on January 8, 2021, the Company exchanged a portion of the outstanding Special Warrants into Class A common stock or Class B common stock, in compliance with the Declaratory Ruling, the Communications Act and FCC rules.

Following the Exchange, the Company’s remaining Special Warrants continue to be exercisable for shares of Class A common stock or Class B common stock.

MINE SAFETY DISCLOSURES

Not Applicable.

INFORMATION ABOUT OUR DIRECTORS

The following information with respect to our Board of Directors (the "Board") is presented as of February 27, 2020 :

Chairman of the Board

Brad Gerstner

Kamakshi Sivaramakrishnan

Pittman was appointed the Company's Chairman on May 17, 2013.

Prior to adding the Chairmanship, he became the Chief Executive Officer of the Company in October 2011.

Pittman was also the Chairman and Chief Executive Officer of CCOH from March 2015 to May 2019 and a director of CCOH beginning in October 2011.

Prior to October 2011, Mr.

Pittman served as Chairman of Media and Entertainment Platforms for the Company and iHeartCommunications since November 2010.

He was the founding member and investor in the Pilot Group LP ("Pilot Group"), a private equity investment company, since April 2003.

Pittman was formerly Chief Operating Officer of AOL Time Warner, Inc.

from May 2002 to July 2002.

He also served as Co-Chief Operating Officer of AOL Time Warner, Inc.

from January 2001 to May 2002, and earlier, as President and Chief Operating Officer of America Online, Inc.

from February 1998 to January 2001.

Earlier in his career, he was the programmer who led the team that created MTV and was later CEO of MTV Networks, Inc.

and CEO of Six Flags Theme Parks, Inc., Time Warner Enterprises, Inc.

and Century 21 Real Estate Corporation.

Pittman was selected to serve as a member of our Board because of his service as our Chief Executive Officer, as well as his extensive media experience gained through the course of his career.

Gary Barber has served as the Chairman and Chief Executive Officer of Spyglass Media Group, LLC, a premium content company, since March 2019.

Barber served as the Chairman and CEO of Metro-Goldwyn-Mayer Inc.

("MGM"), a media company, from 2010 through March 2018 leading its turn-around out of bankruptcy.

Prior to his role at MGM, he was Co-Chairman and Chief Executive Officer of Spyglass Entertainment Group, LLC, which he co-founded in 1998.

Prior to Spyglass Entertainment Group, LLC, Mr.

Barber served as Vice Chairman and Chief Operating Officer of Morgan Creek Productions and President of Vestron International Group.

Barber received his undergraduate and post-graduate degrees from the University of Witwatersrand in South Africa and he practiced as a chartered accountant and certified public accountant in both South Africa and the U.S.

with Price Waterhouse.

We believe Mr.

Barber’s extensive experience in finance and media brings tremendous value to the Board.

Bressler is the President, Chief Operating Officer, Chief Financial Officer and Director of the Company.

Bressler was appointed as the Chief Financial Officer and President of the Company on July 29, 2013 and as Chief Operating Officer of the Company in February 2015.

Bressler also served at the Chief Financial Officer of CCOH from July 2013 to May 2019.

Prior thereto, Mr.

Bressler was a Managing Director at the private equity investment company, Thomas H.

Lee Partners, L.P.

Prior to joining THL, Mr.

Bressler was the Senior Executive Vice President and Chief Financial Officer of Viacom, Inc.

from 2001 through 2005.

He also served as Chairman and Chief Executive Officer of Time Warner Digital Media and, from 1995 to 1999, was Executive Vice President and Chief Financial Officer of Time Warner Inc.

Prior to joining Time Inc.

Bressler was a partner with the accounting firm of Ernst & Young LLP.

Bressler has been one of our directors since May of 2007.

Bressler also currently is a director of Gartner, Inc., where he sits on the Audit Committee.

Bressler previously served as a member of the boards of directors of Nielsen Holdings B.V.

and Warner Music Group Corp.

and as a member of the J.P.

Morgan Chase National Advisory Board.

Bressler holds a B.B.A.

in Accounting from Adelphi University.

Bressler was selected to serve as a member of our Board for his experience in and knowledge of the industry gained through his various positions with Viacom and Time Warner as well as his knowledge of finance and accounting gained from his experience at THL, Gartner, Inc.

and Ernst & Young LLP.

Brad Gerstner has served, since 2008, as the CEO and CIO of Altimeter Capital Management, LP, an internet, software, and travel focused investment firm that he founded in 2008.

Prior to launching Altimeter, Mr.

Gerstner was an internet entrepreneur, co-founding two internet search start-ups.

Additionally, Mr.

Gerstner previously served as a board member and compensation committee member of Orbitz, Inc.

He has also served on the boards of SilverRail Technologies, Duetto Research and HotelTonight.

Gerstner earned a B.S.

in economics and political science from Wabash College, a J.D.

from Indiana University School of Law and an M.B.A.

from Harvard Business School.

Gerstner has advised a broad range of companies on business, financial and value-creation strategies.

Gerstner’s proven financial acumen and background in analyzing financial markets brings a depth of knowledge and practical experience to the Board.

Sean Mahoney has extensive experience in capital markets and business strategy across a wide variety of companies and sectors.

Since 2008, Mr.

Mahoney has been a private investor in public and private securities.

Prior to 2008, Mr.

Mahoney spent 17 years in investment banking at Goldman, Sachs & Co., where he was a partner and head of the Financial Sponsors Group, followed by four years at Deutsche Bank Securities, where he served as Vice Chairman, Global Banking.

Mahoney currently serves on the board of directors of Arconic, Inc., where he sits on the Audit Committee and Finance Committee, and Aptiv Plc, where he sits on the Nominating and Corporate Governance Committee and Finance Committee.

In addition, Mr.

Mahoney has served on the post-bankruptcy board of Lehman Brothers Holdings Inc.

Mahoney was previously a director of Delphi Automotive PLC, Alcoa, Inc., Cooper-Standard Holdings, Inc., and Formula One Holdings.

Mahoney holds a Master of Letters Degree from Oxford University and a B.A.

from University of Chicago.

Mahoney has advised a broad range of companies on business, financial and value-creation strategies.

He has served as senior advisor on a range of major equity, debt and M&A projects during his career.

Mahoney’s proven business and investment acumen brings valuable insight and perspectives to the Board.

Rasulo was formerly an executive at Walt Disney Company from 1986 through 2015, having spent his last five years at Disney as the Chief Financial Officer and Senior Executive Vice President.

During his tenure at Walt Disney, among other roles, he served as the Chairman of Walt Disney Parks & Resorts.

Rasulo has been a Director at Saban Capital Acquisition Corporation since September 2016, where he also sits on the Audit Committee.

Rasulo serves on numerous charitable organizations, including the board of the Los Angeles Philharmonic Association, Director and Treasurer of HeritX cancer research foundation.

Rasulo is a graduate of Columbia University and holds an M.A.

from the University of Chicago.

Rasulo’s proven business acumen and extensive experience serving in executive management roles at a large publicly traded company brings tremendous value to the Board.

Kamakshi Sivaramakrishnan has been leading an integration and identity charter at LinkedIn since 2019.

Prior to this role, Ms.

Sivaramakrishnan was the founder and CEO of Drawbridge, the leading identity management company that enables brands and enterprises to create personalized online and offline experiences.

Drawbridge was acquired by LinkedIn in 2019 and will now be offered as a part of the Microsoft and LinkedIn ecosystem.

Prior to founding Drawbridge in November 2010, Ms.

Sivaramakrishnan was a Senior Research Scientist at AdMob, which was acquired by Google in 2010.

Sivaramakrishnan has been named one of Business Insider’s “Most Powerful Women in Mobile Advertising” for five consecutive years.

Sivaramakrishnan received the Women of Vision ABIE Award for Technology Entrepreneurship from the Anita Borg Institute, and has been named one of the San Francisco Business Times’ Most Admired CEOs and a Mar-Tech Trailblazer by AdWeek.

Sivaramakrishnan also has the unique distinction of her work being onboard NASA’s New Horizons mission to Pluto and the outer planetary system.

Sivaramakrishnan received her Ph.D.

in Information Theory and Algorithms from Stanford University.

Sivaramakrishnan’s entrepreneurial experience and business acumen bring extensive knowledge to the Board.

INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The following information with respect to our executive officers is presented as of February 27, 2020 :

Chairman and Chief Executive Officer

President, Chief Operating Officer, Chief Financial Officer and Director

Executive Vice President – Finance and Deputy Chief Financial Officer

Senior Vice President, Chief Accounting Officer and Assistant Secretary

Executive Vice President, General Counsel and Secretary

*See “Information About Our Directors” for more information about Mr.

Pittman and Mr.

The officers named above serve until their respective successors are chosen and qualified, in each case unless the officer sooner dies, resigns, is removed or becomes disqualified.

McGuinness has served as the Executive Vice President - Finance and Deputy Chief Financial Officer of the Company since September 5, 2019.

Prior to that time, Mr.

McGuinness served as Senior Vice President, Chief Accounting Officer and Treasurer of The Hain Celestial Group, a multinational organic and natural product company, since March 2016.

From 2008 to 2016, Mr.

McGuinness spent over seven years with Monster Worldwide, Inc., a global online employment solutions company, in various finance positions within the company, most recently as Executive Vice President and Chief Financial Officer.

McGuinness holds a B.S.

in 1999 from the State University of New York, Albany and is a Certified Public Accountant.

Hamilton has served as the Senior Vice President, Chief Accounting Officer and Assistant Secretary of the Company since April 2010.

Hamilton was also the Senior Vice President, Chief Accounting Officer and Assistant Secretary of CCOH from April 2010 to May 2019.

Prior to April 26, 2010, Mr.

Hamilton served as Controller and Chief Accounting Officer of Avaya Inc., a multinational telecommunications company, from October 2008 to April 2010 and served in various accounting and finance positions beginning in October 2004.

Prior thereto, Mr.

Hamilton was employed by PwC from September 1992 until September 2004 in various roles including audit, global capital markets transaction services based in London, UK and technical accounting consulting services as part of PwC's national office.

Hamilton holds a B.B.A.

in Accounting from Abilene Christian University and is a Certified Public Accountant.

McNicol has served as the Executive Vice President, General Counsel and Secretary of the Company since May 2019.

From August 2016 until May 2019, Mr.

McNicol served as the Executive Vice President and Deputy General Counsel.

Prior to 2016, Mr.

McNicol served as the Managing Partner of the private equity firm, Pilot Group, from 2003 to 2016.

From 2000 to 2003, Mr.

McNicol was the Senior Vice President of AOL, Digital Advertising Sales Group.

Prior thereto, Mr.

McNicol was the Senior Vice President and General Counsel of the real estate division for HSF Corporation (succeeded by Cendant Corporation) from 1997 to 2000.

Prior thereto, Mr.

McNicol was the Senior Vice President and General Counsel for Six Flags Theme Parks from 1994 to 1997.

McNicol was a lawyer in private practice in New York from 1982 to 1994.

McNicol holds a B.A.

from Harvard College and a J.D.

from Fordham School of Law.

Pittman, Richard J.

Bressler, and Scott D.

Hamilton were executive officers when the Company filed the Chapter 11 Cases.

INFORMATION ABOUT OUR DIRECTORS & EXECUTIVE OFFICERS

The following information with respect to our Board of Directors (the "Board") and executive officers is presented as of February 25, 2021:

Name Age Position at iHeartMedia Principal Employment

Pittman 67 Chairman and Chief Executive Officer Same

Bressler 63 President, Chief Operating Officer, Chief Financial Officer and Director Same

Gary Barber 63 Director Chairman and Chief Executive Officer of Spyglass Media Group, LLC, a premium content company

Brad Gerstner 49 Director Chief Executive Officer and Chief Investment Officer of Altimeter Capital Management, LP, an technology focused investment firm

Sean Mahoney 58 Director Private investor

Cheryl Mills 56 Director Founder and Chief Executive Officer of the BlackIvy Group LLC, a private holding company that grows and builds businesses in Sub-Saharan Africa

Rasulo 65 Director Former Chief Financial Officer and Senior Executive Vice President at Walt Disney Company, a global mass media and entertainment conglomerate

Kamakshi Sivaramakrishnan 45 Director Leading an integration and identity charter at LinkedIn, an employment technology services company

McGuinness 44 Executive Vice President – Finance and Deputy Chief Financial Officer Same

Hamilton 51 Senior Vice President, Chief Accounting Officer and Assistant Secretary Same

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings