IHEARTMEDIA, INC. (OTCMKTS:IHRT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item5.03.
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Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December8, 2016, the Board of Directors of iHeartMedia, Inc.
(the Company) adopted resolutions authorizing a Fourth Amended
and Restated Certificate of Incorporation (the New Charter), and
on December12, 2016, the New Charter was approved by the written
consent of the Companys stockholders holding a majority of the
votes entitled to be cast by all outstanding common stock of the
Company.
The New Charter authorizes the issuance of 200,000,000 shares of
a new class of non-voting ClassD Common Stock, par value $0.001
per share (the ClassD Common Stock). The shares of ClassD Common
Stock authorized by the New Charter may be issued without further
approval from the Companys stockholders. The New Charter also
authorizes the issuance of 150,000,000 shares of blank check
preferred stock, par value $0.001 per share (the Preferred
Stock). The Board of Directors shall have the authority to
establish one or more series of Preferred Stock and fix relative
rights and preferences of any series of Preferred Stock, without
any further approval from the Companys stockholders.
The New Charter will become effective upon its filing with the
Secretary of State of the State of Delaware, which is expected to
occur on the twentieth (20th) calendar day following the
mailing of an Information Statement on Schedule 14C to the
Companys stockholders. A copy of the New Charter is attached
hereto as Exhibit 3.1 and is incorporated herein by reference.
| Item7.01. | Regulation FD Disclosure. |
Decision Regarding iHeartCommunications 5.50% Senior Notes due
2016
Clear Channel Holdings, Inc. (CCH), a wholly-owned subsidiary of
iHeartCommunications, owns $57.1million aggregate principal
amount of iHeartCommunications 5.50% Senior Notes due 2016 (the
Senior Notes due 2016). On December9, 2016, a special committee
of independent directors of the Company decided to not repay the
$57.1million principal amount of the Senior Notes due 2016 held
by CCH when the notes mature on December15, 2016. On December12,
2016, iHeartCommunications informed CCH that it does not intend
to repay the $57.1million principal amount of the Senior Notes
due 2016 held by CCH when the notes mature on December15, 2016.
CCH informed iHeartCommunications that, while it retains its
right to exercise remedies under the indenture governing the
Senior Notes due 2016 (the Legacy Note Indenture) in the future,
it does not currently intend to, and it does not currently intend
to request that the trustee, seek to collect principal amounts
due or exercise or request enforcement of any remedy with respect
to the nonpayment of such principal amount under the Legacy Notes
Indenture. As a result, $57.1million of the Senior Notes due 2016
will remain outstanding, and the granting of certain additional
security interests to certain of iHeartCommunications lenders and
the holders of iHeartCommunications priority guarantee notes will
not occur. iHeartCommunications intends to repay in full the
other $192.9million of Senior Notes due 2016 held by other
holders on December15, 2016, and intends to continue to pay
interest on the Senior Notes due 2016 held by CCH for so long as
such notes continue to remain outstanding.
For as long as iHeartCommunications has at least $500million of
legacy notes outstanding, including the $57.1million of Senior
Notes due 2016 currently held by CCH, it will not have an
obligation to grant certain additional security interests in
favor of certain of its lenders and its priority guarantee note
holders (or the holders of its legacy notes) under the springing
lien described in the agreements governing that indebtedness, and
the limitations existing with respect to the existing security
interests will remain in place until up to 60 days following the
date on which not more than $500million aggregate principal
amount of the legacy notes remain outstanding.
Texas Litigation
On December12, 2016, iHeartCommunications initiated an action
against the indenture trustees under the indentures governing
iHeartCommunications priority guarantee notes and Citibank, N.A.
as administrative agent under iHeartCommunications term loans,
which is >iHeartCommunications, Inc., f/k/a Clear
Channel Communications, Inc., et al. v. U.S. Bank National
Association, et al., and an action against the indenture
trustee under the Legacy Note Indenture, which is >iHeartCommunications, Inc., f/k/a Clear Channel
Communications, Inc., et al. v. The Bank of New York, n/k/a The
Bank of New York Mellon Corporation, in the District Court
of Bexar County, Texas (the Texas Court). iHeartCommunications is
seeking a
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declaration by the Texas Court that (i)the $57.1million of Senior
Notes due 2016 held by CCH are outstanding and will remain
outstanding until they are canceled or repaid, and
(ii)iHeartCommunications and the other plaintiffs will not be
obligated to grant the springing lien to certain holders of
iHeartCommunications debt and will not be obligated to do so
unless and until 60 days after there is an additional repayment
or cancellation of legacy notes such that the amount of legacy
notes outstanding falls to $500million or less.
On December13, 2016, the Company issued a press release
announcing the decision regarding the Senior Notes due 2016 and
the Texas litigation. A copy of the press release is attached as
Exhibit 99.1 hereto. In accordance with General Instruction B.2
of Form8-K, the information in Item 7.01 of this report,
including Exhibit 99.1, shall not be deemed filed for the
purposes of Section18 of the Securities Exchange Act of 1934 (the
Exchange Act) or otherwise subject to the liabilities of that
section, nor shall such information, including Exhibit 99.1, be
deemed incorporated by reference in any filing under the
Securities Act of 1933 or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
| Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following documents are filed herewith:
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Exhibit No. |
Description |
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| 3.1 |
Fourth Amended and Restated Certificate of Incorporation of iHeartMedia, Inc. |
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| 99.1 | Press Release of iHeartMedia, Inc., dated December13, 2016. |
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About IHEARTMEDIA, INC. (OTCMKTS:IHRT)
iHeartMedia, Inc. is a global media and entertainment company that specializes in broadcast and digital radio, out-of-home, mobile, and on-demand entertainment and information services for national audiences and local communities. The Company operates in three segments: iHeartMedia (iHM), Americas outdoor advertising (Americas outdoor) and International outdoor advertising (International outdoor). Its iHM segment provides media and entertainment services through broadcast and digital delivery and also includes its national syndication business. Its Americas outdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Its other category includes its full-service media representation business, Katz Media Group, as well as other general support services. It has a Smartbike bicycle rental program that provides bicycles for rent to the general public in several municipalities. IHEARTMEDIA, INC. (OTCMKTS:IHRT) Recent Trading Information
IHEARTMEDIA, INC. (OTCMKTS:IHRT) closed its last trading session up +0.05 at 1.35 with 1,616 shares trading hands.