Item 3. Legal Proceedings
ITEM 3. LEGAL PROCEEDINGS
Although we are involved in a variety of legal proceedings in the ordinary course of business, a large portion of our litigation arises in the following contexts: commercial disputes; defamation matters; employment and benefits related claims; governmental fines; intellectual property claims; 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 Item 8, 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 unless the FCC finds greater foreign ownership to be in the public interest (the “Foreign Ownership Rule”). Under the Plan of
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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.
ITEM 4. MINE SAFETY DISCLOSURES
Not Applicable.
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
Robert W. Pittman 67 Chairman and Chief Executive Officer Same
Richard J. 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
James A. 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
Michael B. McGuinness 44 Executive Vice President – Finance and Deputy Chief Financial Officer Same
Scott D. Hamilton 51 Senior Vice President, Chief Accounting Officer and Assistant Secretary Same
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PART II