LEGAL PROCEEDINGS
−Removed: 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:
+Added: We are involved in a variety of legal proceedings in the ordinary course of business and a large portion of our litigation arises in the following contexts:
commercial disputes;
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and tax disputes.
−Removed: Alien Ownership Restrictions and FCC Petition for Declaratory Ruling
−Removed: 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.
−Removed: 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.
−Removed: On November 5, 2020, the FCC issued a declaratory ruling (the "2020 Declaratory Ruling") granting the relief requested by the PDR, subject to certain conditions.
−Removed: On November 9, 2020, the Company notified the holders of Special Warrants of the commencement of an exchange process.
−Removed: 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 2020 Declaratory Ruling, the Communications Act and FCC rules (the "Exchange").
−Removed: 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.
−Removed: On March 8, 2021, the Company filed a petition for declaratory ruling (the “Remedial PDR”) with the FCC.
−Removed: The Remedial PDR relates to the acquisition by Global Media & Entertainment Ltd (f/k/a Honeycomb Investments Limited) (“Global Investments”) of the Company’s stock.
−Removed: Specifically, on February 5, 2021, Global Investments, The Global Media & Entertainment Investments Trust (the “GMEI Trust”), James Hill (as trustee of the GMEI Trust), Simon Groom (as trustee of the GMEI Trust) and Michael Tabor (as beneficiary of the GMEI Trust) (together with Global Investments and any affiliates or third parties to whom they may assign or transfer any of their rights or interests, the “GMEI Investors”) filed a Schedule 13D with the SEC, in which the GMEI Investors disclosed beneficial ownership of 9,631,329 shares of the Company’s Class A Common Stock, which at that time represented approximately 8.7% of the Company’s outstanding Class A Common Stock.
−Removed: This ownership interest was inconsistent with the FCC’s foreign ownership rules and the 2020 Declaratory Ruling, both of which limit a foreign investor in the GMEI Investors’ position to holding no more than 5% of the Company’s voting equity or total equity without prior FCC approval.
−Removed: The Remedial PDR, which was filed pursuant to the rules and regulations of the FCC, sought (a) specific approval for the more than 5% equity and voting interests in the Company presently held by the GMEI Investors and (b) as amended, advance approval for the GMEI Investors to increase their equity and voting interest in the Company up to any non-controlling amount not to exceed 14.99%.
−Removed: On March 26, 2021, the FCC conditioned the approval of applications by the Company to acquire certain radio stations, which were pending prior to the GMEI Investors’ Schedule 13D filing, on the Company taking certain actions with respect to the GMEI Investors rights as stockholders of the Company.
−Removed: On that same date, and in order to implement the conditions required by the FCC, our Board of Directors resolved to take certain actions to limit the rights of the GMEI Investors, including, but not limited to, suspending all voting rights of GMEI Investors until and unless the FCC releases a declaratory ruling granting specific approval for each of the GMEI Investors to hold more than 5% of the equity and/or voting interests of the Company.
−Removed: On December 22, 2021, the FCC issued a declaratory ruling (the “GMEI Declaratory Ruling”) granting the Remedial PDR.
−Removed: Subject to certain conditions set forth therein, the GMEI Declaratory Ruling (a) grants specific approval for the more than 5% equity and/or voting interests in the Company presently held by the GMEI Investors, (b) grants advance approval for the GMEI Investors to increase their equity and/or voting interests in the Company up to any non-controlling amount not to exceed 14.99%, and (c) restates the terms of the 2020 Declaratory Ruling, including that the Company may have up to 100% of its voting stock and equity owned by non-U.S.
−Removed: individuals and entities.
−Removed: At such time, the actions previously taken by the Board of Directors to implement the conditions required by the FCC during the pendency of the Remedial PDR ceased to apply.
+Added: Due to the inherent uncertainty of litigation, there can be no
+Added: assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on our financial condition or results of operations.
MINE SAFETY DISCLOSURES
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Rasulo 67 Director Former Chief Financial Officer and Senior Executive Vice President at Walt Disney Company, a global mass media and entertainment conglomerate
−Removed: Kamakshi Sivaramakrishnan 46 Director Leading an integration and identity charter at LinkedIn, an employment technology services company
−Removed: McGuinness 45 Executive Vice President – Finance and Deputy Chief Financial Officer Same
+Added: Kamakshi Sivaramakrishnan 47 Director Chief Executive Officer and President, Samooha Inc.
+Added: Englebardt 45 Director Co-founder and Partner at Galaxy Digital and Founding General Partner of Galaxy Interactive
+Added: McGuinness 46 Executive Vice President – Finance, Deputy Chief Financial Officer and Head of Investor Relations Same
Hamilton 53 Senior Vice President, Chief Accounting Officer and Assistant Secretary Same
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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.