0001062993-19-001998.txt : 20190503 0001062993-19-001998.hdr.sgml : 20190503 20190503175346 ACCESSION NUMBER: 0001062993-19-001998 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190501 FILED AS OF DATE: 20190503 DATE AS OF CHANGE: 20190503 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL I LP CENTRAL INDEX KEY: 0001075385 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53354 FILM NUMBER: 19797517 BUSINESS ADDRESS: STREET 1: 200 CLARENDON ST STREET 2: JOHN HANCOCK TOWER CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-850-7500 MAIL ADDRESS: STREET 1: 200 CLARENDON ST STREET 2: JOHN HANCOCK TOWER CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL II LP CENTRAL INDEX KEY: 0001075665 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53354 FILM NUMBER: 19797518 BUSINESS ADDRESS: STREET 1: JOHN HANCOCK TOWER, 200 CLARENDON STREET STREET 2: 59TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 850-7572 MAIL ADDRESS: STREET 1: JOHN HANCOCK TOWER, 200 CLARENDON STREET STREET 2: 59TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highfields Capital III L.P. CENTRAL INDEX KEY: 0001429876 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53354 FILM NUMBER: 19797519 BUSINESS ADDRESS: STREET 1: SUITE 3307, GARDENIA COURT STREET 2: 45 MARKET ST., CAMANA BAY, PO BOX 896 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1103 BUSINESS PHONE: (345) 949-6770 MAIL ADDRESS: STREET 1: SUITE 3307, GARDENIA COURT STREET 2: 45 MARKET ST., CAMANA BAY, PO BOX 896 CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Highfields Associates LLC CENTRAL INDEX KEY: 0001343765 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53354 FILM NUMBER: 19797520 BUSINESS ADDRESS: STREET 1: JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-850-7500 MAIL ADDRESS: STREET 1: JOHN HANCOCK TOWER STREET 2: 200 CLARENDON STREET, 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001079563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53354 FILM NUMBER: 19797521 BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET 59TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6178507500 MAIL ADDRESS: STREET 1: 200 CLARENDON STREET 59TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HIGHFIELDS GP LLC CENTRAL INDEX KEY: 0001343484 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-53354 FILM NUMBER: 19797522 BUSINESS ADDRESS: STREET 1: C/O HIGHFIELDS CAPITAL MANAGEMENT LP STREET 2: 200 CLARENDON ST, 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-850-7500 MAIL ADDRESS: STREET 1: C/O HIGHFIELDS CAPITAL MANAGEMENT LP STREET 2: 200 CLARENDON ST, 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER NAME: FORMER CONFORMED NAME: Highfields GP LLC DATE OF NAME CHANGE: 20051103 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: iHeartMedia, Inc. CENTRAL INDEX KEY: 0001400891 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 260241222 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20880 STONE OAK PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78258 BUSINESS PHONE: 210-822-2828 MAIL ADDRESS: STREET 1: 20880 STONE OAK PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78258 FORMER COMPANY: FORMER CONFORMED NAME: CC Media Holdings Inc DATE OF NAME CHANGE: 20090721 FORMER COMPANY: FORMER CONFORMED NAME: C C Media Holdings Inc DATE OF NAME CHANGE: 20070730 FORMER COMPANY: FORMER CONFORMED NAME: BT Triple Crown Capital Holdings III, Inc. DATE OF NAME CHANGE: 20070524 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0306 4 2019-05-01 1 0001400891 iHeartMedia, Inc. IHRTQ 0001075385 HIGHFIELDS CAPITAL I LP 200 CLARENDON ST, 59TH FLOOR BOSTON MA 02116 1 0 0 0 0001075665 HIGHFIELDS CAPITAL II LP C/O HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON ST., 59TH FLOOR BOSTON MA 02116 1 0 0 0 0001429876 Highfields Capital III L.P. P.O. BOX 896, I NEXUS WAY - SUITE #5203 HELICONIA COURTYARD, CAMANA BAY GRAND CAYMAN E9 KY1-1103 CAYMAN ISLANDS 1 0 0 0 0001343765 Highfields Associates LLC C/O HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON ST, 59TH FLOOR BOSTON MA 02116 1 0 0 0 0001079563 HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON ST., 59TH FLOOR BOSTON MA 02116 1 0 0 0 0001343484 HIGHFIELDS GP LLC C/O HIGHFIELDS MANAGEMENT 200 CLARENDON ST., 59TH FLOOR BOSTON MA 02116 1 0 0 0 New Class A Common Stock 2019-05-01 4 A 0 43457 0 A 43457 D New Class A Common Stock 2019-05-01 4 A 0 146919 0 A 146919 D New Class A Common Stock 2019-05-01 4 A 0 43334 0 A 43334 D New Class A Common Stock 2019-05-01 4 A 0 0 0 A 0 I See footnote New Class A Common Stock 2019-05-01 4 A 0 0 0 A 0 I See footnote New Class A Common Stock 2019-05-01 4 A 0 0 0 A 0 I See footnote Special Warrants 0.01 2019-05-01 4 A 0 325613 0 A 2019-05-01 2039-05-01 New Class A Common Stock or New Class B Common Stock 325613 325613 D Special Warrants 0.01 2019-05-01 4 A 0 0 0 A 2019-05-01 2039-05-01 New Class A Common Stock or New Class B Common Stock 0 0 I See footnote Special Warrants 0.01 2019-05-01 4 A 0 0 0 A 2019-05-01 2039-05-01 New Class A Common Stock or New Class B Common Stock 0 0 I See footnote Special Warrants 0.01 2019-05-01 4 A 0 0 0 A 2019-05-01 2039-05-01 New Class A Common Stock or New Class B Common Stock 0 0 I See footnote On March 14, 2018, iHeartMedia, Inc. (the "Issuer") and certain of its direct and indirect domestic subsidiaries (collectively, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"), seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On January 22, 2019, the Bankruptcy Court entered an order confirming the Debtors' Modified Fifth Amended Joint Chapter 11 Plan of Reorganization (as amended, modified or supplemented from time to time, the "Plan"), and on May 1, 2019 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy. These shares were acquired or are held, as applicable, directly by Highfields I LP. Represents shares of the Issuer's Class A common stock, par value $0.001 per share (the "New Class A Common Stock"), issued to the Reporting Person on the Effective Date pursuant to the Plan, in exchange for various principal amounts of Term Loan D Due 2019, Term Loan E Due 2019 and 9% PGN Due 2019 of the Issuer held by the Reporting Person. These shares were acquired or are held, as applicable, directly by Highfields II LP. Represents shares of New Class A Common Stock issued to the Reporting Person on the Effective Date pursuant to the Plan, in exchange for various principal amounts of Term Loan D Due 2019, Term Loan E Due 2019 and 9% PGN Due 2019 of the Issuer held by the Reporting Person. These shares were acquired or are held, as applicable, directly by Highfields III L.P. Represents shares of New Class A Common Stock and Special Warrants to Purchase New Class A Common Stock or New Class B Common Stock issued to the Reporting Person on the Effective Date pursuant to the Plan, in exchange for various principal amounts of Term Loan D Due 2019, Term Loan E Due 2019 and 9% PGN Due 2019of the Issuer held by the Reporting Person. Highfields Associates LLC is the general partner of each of Highfields Capital I LP, Highfields Capital II LP and Highfields Capital III L.P. (collectively, the "Funds") and disclaims beneficial ownership of the shares acquired or held by the Funds except to the extent of any pecuniary interest it may have by virtue of its general partner interest in each of the Funds. Highfields Capital Management LP ("Highfields Capital Management") is the investment manager to each of the Funds. Highfields Capital Management reports no beneficial ownership of the shares acquired or held by the Funds in reliance on the exclusion for asset-based fees under Rule 16a-1(a)(2). Highfields GP is the general partner of Highfields Capital Management and reports no beneficial ownership of the shares acquired or held by the Funds arising from its general partner interest in Highfields Capital Management because Highfields Capital Management reports no beneficial ownership of the shares. Upon effectiveness of the Plan, Jonathon Jacobson, who was deputized by the Reporting Persons to the board of directors of the Issuer, resigned. /s/ Scott D. Pomfret as attorney-in-fact 2019-05-03