What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-25 compared with 2020-02-27 · 33 added, 30 removed, 67 unchanged (48% of the section changed)

1 unchanged sentence

Market Information

On the Effective Date, Shares of the Predecessor Company’s issued and outstanding common stock immediately prior to the Effective Date were canceled, and on the Effective Date, reorganized iHeartMedia issued an aggregate of 56,861,941 shares of iHeartMedia Class A common stock, 6,947,567 shares of Class B common stock and special warrants to purchase 81,453,648 shares of Class A common stock or Class B common stock (the “Special Warrants”) to holders of claims pursuant to the Plan of Reorganization.

For more information regarding our emergence from the Chapter 11 Cases and our Plan of Reorganization, refer to Note 2, Emergence from Voluntary Reorganization under Chapter 11 Proceedings .

Shares of our Class A common stock are quoted for trading on the Nasdaq Global Select Market ("Nasdaq") under the symbol “IHRT.” There were 604 stockholders of record of our Class A common stock as of February 22, 2021.

5 unchanged sentences

This figure does not include an estimate of the indeterminate number of beneficial holders whose shares may be held of record by brokerage firms and clearing agencies.

Each Special Warrant issued under the special warrant agreement entered into in connection with the Reorganization may be exercised by its holder to purchase one share of the Company's Class A common stock or Class B common stock at an exercise price of $0.001 per share, unless the Company in its sole discretion believes such exercise would, alone or in combination with any other existing or proposed ownership of common stock, result in, subject to certain exceptions, (a) such exercising holder owning more than 4.99 percent of the Successor Company's outstanding Class A common stock, (b) more than 22.5 percent of the Successor Company's capital stock or voting interests being owned directly or indirectly by foreign individuals or entities, (c) the Company exceeding any foreign ownership threshold set by the FCC pursuant to a declaratory ruling or specific approval requirement or (d) the Company violating any provision of the Communications Act or restrictions on ownership or transfer imposed by the Company's certificate of incorporation or the decisions, rules and policies of the FCC.

On November 5, 2020, the FCC issued the Declaratory Ruling, which permits the Company to be up to 100% foreign-owned, subject to certain conditions.

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.

Any holder exercising Special Warrants must complete and timely deliver to the warrant agent the required exercise forms and certifications required under the special warrant agreement.

There were 6,201,453 Special Warrants outstanding on February 22, 2021.

For more information regarding our emergence from the Chapter 11 Cases and our Class A common Stock, Class B common stock and Special Warrants, refer to Note 12, Stockholders' Equity (Deficit) .

For more information regarding our Class A common Stock, Class B common stock and Special Warrants, refer to Note 12, Stockholders' Equity to our consolidated financial statements in Item 8 of Part II of this Annual Report on Form 10-K.

We currently have no intention to pay dividends on our Class A common stock at any time in the foreseeable future.

1 unchanged sentence

Stock Performance Graph

The following chart provides a comparison of the cumulative total returns, adjusted for any stock splits and dividends, for iHeartMedia, Inc., our Radio Index* and the Nasdaq Stock Market Index for the period from July 18, 2019, the day our Class A common stock was listed and began trading on the Nasdaq, through December 31, 2019.

Indexed Monthly Stock Price Close

The following chart provides a comparison of the cumulative total returns, adjusted for any stock splits and dividends, for iHeartMedia, Inc., our Radio Index* and the Nasdaq Stock Market Index for the period fro m July 18, 2019, t he day our Class A common stock was listed and began trading on the Nasdaq, through December 31, 2020.

Indexed Stock Price Close

(Price Adjusted for Stock Splits and Dividends)

FactSet Research Systems, Inc.;

* Includes Cumulus Media, Emmis Communications and Entercom Communications

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* We have constructed a peer group index comprised of other radio companies that includes Cumulus Media, Beasley Broadcast Group and Entercom Communications.

Our peer group index previously included Emmis Communications, which delisted from Nasdaq in 2020 and we have replaced with Beasley Broadcast Group.

7/18/19 9/30/19 12/31/19 3/31/20 6/30/20 9/30/20 12/31/20

iHeartMedia, Inc.

$ 1,000 $ 909 $ 1,024 $ 443 $ 506 $ 492 $ 787

Radio Index* $ 1,000 $ 780 $ 860 $ 422 $ 439 $ 344 $ 489

Nasdaq Stock Market Index $ 1,000 $ 975 $ 1,093 $ 938 $ 1,226 $ 1,361 $ 1,570

1 unchanged sentence

The following table sets forth the purchases made during the quarter ended December 31, 2020 by or on behalf of us or an affiliated purchaser of shares of our Class A common stock registered pursuant to Section 12 of the Exchange Act:

Total Number of Shares Purchased (1)

Period Total Number of Shares Purchased (1)

Average Price Paid per Share (1)

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased Under the Plans or Programs

October 1 through October 31 759 $ 8.19 — $ —

1 unchanged sentence

December 1 through December 31 6,923 8.35 — —

Total 17,355 $ 8.45 — —

(1) The shares indicated consist of shares of our Class A common stock tendered by employees to us during the three months ended December 31, 2020 to satisfy the employees’ tax withholding obligation in connection with the vesting and release of restricted shares, which are repurchased by us based on their fair market value on the date the relevant transaction occurs.

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The selected historical consolidated financial and other data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and the related notes thereto located within Item 8 of Part II of this Annual Report on Form 10-K.

(In thousands, except per share data)

Successor Company

Predecessor Company

Period from May 2, 2019 through December 31,

Period from January 1, 2019 through May 1,

For the Years Ended December 31,

(In thousands, except per share data) Successor Company Predecessor Company

For the Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, For the Years Ended December 31,

2020 2019 2019 2018 2017 2016

Results of Operations Data:

Revenue $ 2,948,218 $ 2,610,056 $ 1,073,471 $ 3,611,323 $ 3,586,647 $ 3,574,633

Operating expenses:

Direct operating expenses (excludes depreciation and amortization)

1,163,148 878,956 381,184 1,132,439 1,121,088 1,024,402

Selling, general and administrative expenses (excludes depreciation and amortization)

1,225,097 897,670 427,230 1,350,157 1,318,346 1,202,841

Corporate expenses (excludes depreciation and amortization)

144,572 136,171 53,647 184,216 174,400 187,263

Depreciation and amortization 402,929 249,623 52,834 211,951 275,304 291,103

Impairment charges (1)

1,738,752 — 91,382 33,150 6,040 726

Other operating (income) expense, net 11,344 8,000 154 9,266 (9,313) 1,132

Operating income

Operating income (loss) (1,737,624) 439,636 67,040 690,144 700,782 867,166

Interest expense (income), net 343,745 266,773 (499) 334,798 1,484,435 1,475,090

1 unchanged sentence

Equity in earnings (loss) of nonconsolidated affiliates (379) (279) (66) 116 (1,865) (15,044)

Gain (loss) on extinguishment of debt

Gain on extinguishment of debt — — — — 1,271 157,556

Other income (expense), net (7,751) (18,266) 23 (23,007) (45,122) (2,420)

7 unchanged sentences

Net income (loss) attributable to the Company $ (1,914,699) $ 112,548 $ 11,184,141 $ (201,910) $ (398,060) $ (302,056)

(In thousands, except per share data)

Successor Company

Predecessor Company

Period from May 2, 2019 through December 31,

Period from January 1, 2019 through May 1,

For the Years Ended December 31,

(In thousands, except per share data) Successor Company Predecessor Company

For the Year Ended December 31, Period from May 2, 2019 through December 31, Period from January 1, 2019 through May 1, For the Years Ended December 31,

2020 2019 2019 2018 2017 2016

Net income (loss) per common share:

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Our impairment charges are discussed more fully in Item 8 of Part II of this Annual Report on Form 10-K.

(In thousands)

Successor Company

Predecessor Company

As of December 31,

(In thousands) Successor Company Predecessor Company

As of December 31, As of December 31,

2020 2019 2018 2017 2016

Balance Sheet Data:

1 unchanged sentence

Property, plant and equipment, net 811,702 846,876 502,202 489,685 535,329

Total assets 9,202,961 11,021,099 12,269,515 12,260,431 12,851,789

Current liabilities 717,804 667,398 1,247,649 16,354,597 1,674,574

3 unchanged sentences

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 5. Market for Registrant’s Common Equity