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Item 9A. Controls and Procedures

2022-02-23 compared with 2021-02-25 · 59 added, 47 removed, 239 unchanged (31% of the section changed)

45 unchanged sentences

Other Information

On February 23, 2021, our Board of Directors amended and restated the Company’s second amended and restated bylaws (as amended and restated, the “Amended and Restated Bylaws”) to insert a new “Section 9.15.

Forum Selection”.

Section 9.15 of the Amended and Restated Bylaws provides that (i) unless the Company consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and (ii) any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of Section 9.15 of the Amended and Restated Bylaws.

In addition to the exclusive forum clause described above, the Amended and Restated Bylaws contain the following changes, including:

• Permitting the Company to provide notice to stockholders via a form of electronic transmission (as defined in the Amended and Restated Bylaws) in compliance with applicable law.

• Adding the Chief Executive Officer as one of the individuals permitted to call a special meeting of the Board, in addition to the Chairman of the Board, President or Secretary, who may already call a special meeting of the Board.

• Revising the provisions governing amendments to the bylaws by the Board and the Company’s stockholders to be consistent with the Company’s amended and restated certificate of incorporation, which is controlling.

• Non-substantive clean-up changes to provisions relating to the treatment of a proposed nomination of a director if the election of such proposed nominee would result in a FCC Regulatory Limitation (as defined in the Company’s amended and restated certificate of incorporation).

The Amended and Restated Bylaws, along with a copy marked to show the changes from the second amended and restated bylaws, are filed herewith as Exhibits 3.2 and 3.3, respectively.

The above description of the changes contained in the Amended and Restated Bylaws is qualified by reference to the full text of the Amended and Restated Bylaws, which are incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

Directors, Executive Officers and Corporate Governance

The information required by this item with respect to our executive officers is set forth at the end of Part I of this Annual Report on Form 10-K.

Certain information required by this item with respect to our executive officers is set forth at the end of Part I of this Annual Report on Form 10-K.

Our Code of Business Conduct and Ethics (the “Code of Conduct”) applies to all of our officers, directors and employees, including our principal executive officer, principal financial officer and principal accounting officer.

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We intend to satisfy the disclosure required by law or Nasdaq Stock Market listing standards regarding any amendment to, or waiver from, a provision of the Code of Conduct by posting such information on our website at www.iheartmedia.com.

All other information required by this item is incorporated by reference to the sections captioned “Election of Directors” and “Corporate Governance” set forth in our Definitive Proxy Statement for our 2021 Annual Meeting of Stockholders (the “Definitive Proxy Statement”), which we expect to file with the SEC within 120 days after our fiscal year end.

All other information required by this item is incorporated by reference to our 2022 Annual Meeting of Stockholders (the “Definitive Proxy Statement”), which we expect to file with the SEC within 120 days after our fiscal year end.

Executive Compensation

The information required by this item is incorporated by reference to the sections captioned “Executive Compensation,” “Director Compensation” and “Corporate Governance” set forth in our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

The information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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Equity Compensation Plans approved by security holders (2)

111,030 $ — 6,077,022

Equity Compensation Plans not approved by security holders (3)

1 unchanged sentence

Total 10,136,602 (4)

(1) The weighted-average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding awards of restricted stock, which have no exercise price.

(2) Represents the Equity Plan.

$ 16.14 6,077,022

(2) Represents the 2021 Long-Term Incentive Award Plan.

(3) Represents the 2019 Incentive Equity Plan which was adopted in connection with the Emergence.

No additional awards may be made under the 2019 Incentive Equity Plan.

(4) This number includes shares subject to outstanding awards granted, of which 7,615,084 shares are subject to outstanding options and 2,521,518 shares are subject to outstanding RSUs.

All other information required by this item is incorporated by reference to the section captioned “Security Ownership of Certain Beneficial Owners and Management” in our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

All other information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated by reference to the sections captioned “Corporate Governance” and “Certain Relationships and Related Person Transactions” in our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

The information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

Principal Accountant Fees and Services

The information required by this item is incorporated by reference to the section captioned “Principal Accountant Fees and Services” and “Pre-Approval Policies and Procedures” in our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

Our independent registered public accounting firm is Ernst & Young LLP, PCAOB ID:

The information required by this item is incorporated by reference to our Definitive Proxy Statement, which we expect to file with the SEC within 120 days after our fiscal year end.

Exhibits and Financial Statement Schedules

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Balance at End of Period

Year ended December 31, 2018 (Predecessor) $ 25,963 $ 21,042 $ 20,409 $ — $ ( 12 ) $ 26,584

Period from January 1, 2019 through May 1, 2019 (Predecessor) $ 26,584 $ 4,728 $ 8,622 $ ( 22,689 ) $ ( 1 ) $ —

Period from May 2, 2019 through December 31, 2019 (Successor)

$ — $ 12,628 $ — $ — $ 1 $ 12,629

Year ended December 31, 2020 (Successor)

$ 12,629 $ 38,273 $ 12,738 $ — $ 613 $ 38,777

Year ended December 31, 2021 (Successor)

$ 38,777 $ 4,144 $ 13,846 $ — $ 195 $ 29,270

(1) Primarily foreign currency adjustments and acquisition and/or divestiture activity.

4 unchanged sentences

Balance at End of Period

Year ended December 31, 2018 (Predecessor) $ 678,118 $ 11,277 $ — — $ 4,146 $ 693,541

Period from January 1, 2019 through May 1, 2019 (Predecessor) $ 693,541 $ 714,520 $ ( 316,374 ) ( 343,662 ) $ ( 28,539 ) $ 719,486

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Year ended December 31, 2020 (Successor)

(1) During 2020, the period from May 2 through December 31, 2019, and 2018 the Company recorded a valuation allowance of $ 3.0 million, $ 1.9 million and $ 11.3 million, respectively, on a portion of its deferred tax assets attributable to federal and state net operating loss carryforwards and Sec.

$ 720,622 $ 3,047 $ ( 444 ) $ — $ 1,094,866 $ 1,818,091

Year ended December 31, 2021 (Successor) $ 1,818,091 $ 62,265 $ ( 28,707 ) $ — $ 2,494 $ 1,854,143

(1) During 2021, 2020 and the period from May 2 through December 31, 2019 the Company recorded a valuation allowance of $ 62.3 million, $ 3.0 million and $ 1.9 million, respectively, on a portion of its deferred tax assets attributable to federal and state net operating loss carryforwards and Sec.

163(j) disallowed interest carryforwards due to the uncertainty of the ability to utilize those assets in future periods.

During the period from January 1 through May 1, 2019, the Predecessor Company recorded a valuation allowance of $ 714.5 million on the federal and state capital losses and separate state net operating losses generated in connection with the restructuring transactions.

(2) During 2021, the Company reversed valuation allowances of $ 28.7 million related to net operating loss carryforwards and capital loss carryforwards that were utilized as a result of taxable income and capital gains recognized during the period.

During the period from January 1 through May 1, 2019, the Predecessor Company reversed certain valuation allowances as a result of the restructuring transaction which resulted in reduction of federal and state net operating losses due to the cancellation of debt income realized.

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As a result of the increase in the capital loss carryforwards shown on the final tax filings, the Company increased the valuation allowances by $ 1.1 billion to fully offset those assets as they are not expected to be utilized in future periods.

the period from January 1 through May 1, 2019, the Predecessor Company adopted the new lease standard which resulted in a reduction in deferred tax assets and the release of $ 28.5 million in valuation allowance.

During the period from January 1 through May 1, 2019, the Predecessor Company adopted the new lease standard which resulted in a reduction in deferred tax assets and the release of $ 28.5 million in valuation allowance.

Number Description

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(incorporated by reference to Exhibit 3.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

3.2* Third Amended and Restated Bylaws of iHeartMedia, Inc., dated February 23, 2021.

3.3* Third Amended and Restated Bylaws of iHeartMedia, Inc., dated February 23, 2021, marked to show amendments.

3.4 Certificate of Designation of Series A Perpetual Preferred Stock of iHeart Operations filed with the office of the Secretary of State of the State of Delaware on April 30, 2019 and effective as of May 1, 2019 (incorporated by reference to Exhibit 10.10 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on May 2, 2019).

3.5 Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Form 8-K filed by iHeartMedia, Inc.

on May 8, 2020).

3.6 Certificate of Designation, Preferences and Rights of Series B Junior Participating Preferred Stock (Incorporated by reference to Exhibit 3.2 to the Form 8-K filed by iHeartMedia, Inc.

on May 8, 2020).

3.2 Third Amended and Restated Bylaws of iHeartMedia, Inc., dated February 23, 2021 (incorporated by reference to Exhibit 3.2 to the Form 10-K filed by iHeartMedia, Inc.

filed on February 25, 2021).

4.1 Indenture, dated as of May 1, 2019, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the 6.375% Senior Secured Notes due 2026 (incorporated by reference to Exhibit 4.1 of iHeartMedia Inc.’s Current Report on Form 8-K filed on May 2, 2019).

4.2* First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the 6.375% Senior Secured Notes due 2026.

4.3 Form of 6.375% Senior Secured Notes due 2026 (incorporated by reference to Exhibit A to Exhibit 4.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed with the SEC on May 2, 2019).

4.4 Indenture, dated as of May 1, 2019, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, as guarantor, the subsidiary guarantors party thereto, and U.S.

Bank National Association, as trustee, governing the 8.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.3 of iHeartMedia Inc.’s Current Report on Form 8-K filed on May 2, 2019).

4.4 Form of 8.375% Senior Notes due 2027 (incorporated by reference to Exhibit A to Exhibit 4.3 of iHeartMedia, Inc.’s Current Report on Form 8-K filed with the SEC on May 2, 2019).

Bank National Association, as trustee, governing the 8.375% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.3 of iHeartMedia Inc.’s Current Report on Form 8-K filed on May 2, 2019).

4.5* First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the 8.375% Senior Secured Notes due 2027.

4.6 Form of 8.375% Senior Secured Notes due 2027 (incorporated by reference to Exhibit A to Exhibit 4.3 of iHeartMedia, Inc.’s Current Report on Form 8-K filed with the SEC on May 2, 2019).

4.7 Warrant Agreement, dated as of May 1, 2019, by and between iHeartCommunications and Computershare, Inc.

1 unchanged sentence

4.8 Indenture, dated as of August 7, 2019, by and among iHeartCommunications, Inc., the Guarantors party thereto and U.S.

Bank National Association as trustee and collateral agent (incorporated by reference to Exhibit 4.1 to iHeartMedia, Inc.'s Current Report on Form 8-K filed on August 8, 2019).

Bank National Association as trustee and collateral agent, governing the 5.25% Senior Secured Notes due 2027 (incorporated by reference to Exhibit 4.1 to iHeartMedia, Inc.'s Current Report on Form 8-K filed on August 8, 2019).

4.9* First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the 5.25% Senior Secured Notes due 2027.

4.10 Form of 5.25% Senior Secured Notes due 2027 (incorporated by reference to Exhibit A to Exhibit 4.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on August 8, 2019).

1 unchanged sentence

Bank National Association, as trustee and as collateral agent (incorporated by reference to Exhibit 4.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on November 22, 2019).

4.12* First Supplemental Indenture, dated as of June 7, 2021, by and among iHeartCommunications, Inc., the guarantors party thereto, and U.S.

Bank National Association, as trustee and collateral agent, governing the 4.75% Senior Secured Notes due 2028.

4.13 Form of 4.75% Senior Secured Notes due 2028 (incorporated by reference to Exhibit A to Exhibit 4.1 to iHeartMedia, Inc.’s Current Report on Form 8-K filed on November 22, 2019).

3 unchanged sentences

4.15* Description of Securities

4.12 Rights Agreement, dated as of May 6, 2020, between iHeartMedia, Inc.

and Computershare Trust Company, N.A., as Rights Agent (Incorporated by reference to Exhibit 4.1 to the Form 8-K filed by iHeartMedia, Inc.

on May 8, 2020).

10.1 Settlement and Separation Agreement, dated as of March 27, 2019, between iHeartMedia, Inc., iHeartCommunications, Inc., Clear Channel Holdings, Inc.

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on July 16, 2020).

10.9 Amendment No.

3, dated as of July 16, 2021, by and among iHeartCommunications, Inc., iHeartMedia Capital I, LLC, certain subsidiary guarantors party thereto, Bank of America, N.A.

as administrative agent and collateral agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 of iHeartMedia Inc.’s Current Report on Form 8-K filed on July 19, 2021).

10.1 First Lien Intercreditor Agreement, dated as of the Effective date, by and among Citibank, N.A., as Credit Agreement Agent, U.S.

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10.13§ iHeartMedia, Inc.

2019 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K/A filed on May 7, 2019).

2019 Incentive Equity Plan (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K/A filed on May 7, 2019).

10.14§ Form of Non-Employee Director Restricted Stock Unit Award Agreement with respect to RSUs granted in lieu of annual cash compensation (incorporated by reference to Exhibit 10.3 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on June 5, 2019).

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and Robert Pittman, dated June 4, 2020 (incorporated by reference to Exhibit 10.1 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on June 5, 2020).

10.23§ Third Amendment to Employment Agreement, by and between iHeartMedia, Inc.

and Robert W.

Pittman, dated March 16, 2021 (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on May 6, 2021).

10.24§ Employment Agreement by and between iHeartMedia, Inc.

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and Richard Bressler, dated June 4, 2020 (incorporated by reference to Exhibit 10.2 of iHeartMedia, Inc.’s Current Report on Form 8-K filed on June 5, 2020).

10.27§ Third Amendment to Employment Agreement, by and between iHeartMedia, Inc.

and Richard J.

Bressler, dated March 17, 2021 (incorporated by reference to Exhibit 10.3 of iHeartMedia, Inc.’s Quarterly Report on Form 10-Q filed on May 6, 2021) .

10.28§ Employment Agreement, effective September 5, 2019, between iHeartMedia, Inc.

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and Michael B.

McGuinness (Incorporated by reference to Exhibit 10.26 to the Form 10-K filed by iHeartMedia, Inc.

filed on February 25, 2021).

10.30§ Employment Agreement by and between iHeartMedia Management Services, Inc.

1 unchanged sentence

Current Report on Form 8-K filed on June 25, 2014).

10.28§ Employment Agreement, effective July 11, 2016, between iHeartMedia, Inc.

McNicol (incorporated by reference to Exhibit 10.25 to the Form 10-K filed by iHeartMedia, Inc.

filed on February 27, 2020).

10.29§ First Amendment to the Employment Agreement, effective May 1, 2019, between iHeartMedia Management Services.

McNicol (incorporated by reference to Exhibit 10.26 to the Form 10-K filed by iHeartMedia, Inc.

filed on February 27, 2020).

10.30§* Second Amendment to Employment Agreement, effective January 1, 2021, by and between iHeartMedia, Inc.

10.31§* Employment Agreement, dated December 23, 2020 , between iHeartMedia Management Services, Inc.

and Jordan R.

10.32§ Form of Indemnification Agreement, between iHeartMedia, Inc.

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filed on February 27, 2020)

10.37§ iHeartMedia, Inc.

2021 Long-Term Incentive Award Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 filed by iHeartMedia, Inc.

on April 23, 2021).

10.38§ Form of Non-Employee Director Restricted Stock Unit Award Agreement under the iHeartMedia, Inc.

2021 Long-Term Incentive Award Plan.

21* Subsidiaries.

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Director February 23, 2022

/s/ Gary Barber

Director February 25, 2021

/s/ Brad Gerstner

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Director February 23, 2022

/s/ Sean Mahoney

Director February 25, 2021

/s/ Cheryl Mills

Director February 23, 2022

/s/ Graciela Monteagudo

Graciela Monteagudo

Director February 23, 2022

/s/ Kamakshi Sivaramakrishnan

2 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 9A. Controls and Procedures