0001429954-14-000001.txt : 20140214 0001429954-14-000001.hdr.sgml : 20140214 20140214134403 ACCESSION NUMBER: 0001429954-14-000001 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: BAIN CAPITAL (CC) IX, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CC Media Holdings Inc CENTRAL INDEX KEY: 0001400891 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 260241222 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84136 FILM NUMBER: 14614237 BUSINESS ADDRESS: STREET 1: 200 EAST BASSE ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 210-832-3314 MAIL ADDRESS: STREET 1: 200 EAST BASSE ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78209 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bain Capital CC Investors, L.P. CENTRAL INDEX KEY: 0001429954 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: C/O BAIN CAPITAL PARTNERS, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 617-516-2000 MAIL ADDRESS: STREET 1: C/O BAIN CAPITAL PARTNERS, LLC STREET 2: JOHN HANCOCK TOWER, 200 CLARENDON STREET CITY: BOSTON STATE: MA ZIP: 02116 SC 13G/A 1 CCMedia13G.txt FORM SC-13G FOR BAIN CAPITAL CC INVESTORS, L.P. ET. AL, FOR A POSITION IN CC MEDIA HOLDINGS, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Rule 13d-102) Information Statement Pursuant to Rules 13d-1 and 13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2)* CC Media Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.001 per share (Title of Class of Securities) 12502P102 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 12502P102 13G/A Page 2 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital (CC) IX, L.P. EIN No.: 20-8020230 2. (a) [X] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 555,556 Shares 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 555,556 Shares 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 555,556 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.634% 12. TYPE OF REPORTING PERSON PN CUSIP No. 12502P102 13G/A Page 3 of 12 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Bain Capital CC Investors, L.P. EIN No.: 26-2127900 2. (a) [X] CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 58,967,502 Shares 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 58,967,502 Shares 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,967,502 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 67.287 % 12. TYPE OF REPORTING PERSON PN Item 1(a). Name of Issuer The name of the issuer to which this filing on Schedule 13G relates is CC Media Holdings, Inc. (the "Company"). Item 1(b). Address of Issuer's Principal Executive Offices The principal executive offices of the Company are located at 200 East Basse Road, San Antonio, TX 78209. Item 2(a). Name of Person Filing This statement is being filed on behalf of Bain Capital (CC) IX, L.P. ("Bain Fund IX") and Bain Capital CC Investors, L.P. ("Bain CC Investors" and together with Bain Fund IX, the "Reporting Persons" and each a "Reporting Persons"). Bain Fund IX holds 50% of the limited liability company interests in Clear Channel Capital IV, LLC ("CC IV"), which directly holds 555,556 shares of the Issuer's Class B common stock. Subject to certain limitations set forth in the Issuer's Third Amended and Restated Certificate of Incorporation, each share of Class B common stock is convertible, at the election of the holder thereof, into one share of Class A common stock at any time. With respect to all matters upon which the Issuer's stockholders are entitled to vote, every holder of outstanding shares of the Issuer's Class A common stock will be entitled to cast one vote for each share of Class A common stock and every holder of outstanding shares of the Issuer's Class B common stock will be entitled to cast, for each share of Class B common stock, a number of votes equal to the number obtained by dividing (i) the sum of total number of shares of Class B common stock outstanding as of the record date for such vote and the number of Class C common stock outstanding as of the record date for such vote by (ii) the number of shares of Class B common stock outstanding as of the record date for such vote. The shares directly held by CC IV may be deemed to be indirectly beneficially owned by Bain Fund IX, which holds 50% of the limited liability company interests in CC IV. Bain Capital Investors, LLC ("BCI"), is the general partner of Bain Capital Partners (CC) IX, L.P. ("BCP IX"), which is the general partner of Bain Fund IX, which holds 50% of the limited liability company interests in CC IV. By virtue of these relationships, BCI may be deemed to share voting and dispositive power with respect to the shares of common stock held by Bain Fund IX. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. Bain CC Investors owns 50% of the limited liability company interests in Clear Channel Capital V, L.P. ("CC V") which directly holds 58,967,502 shares of the Issuer's Class C common stock. Subject to certain limitations set forth in the Issuer's Third Amended and Restated Certificate of Incorporation, each share of Class C common stock is convertible, at the election of the holder thereof, into one share of Class A common stock at any time. Except as otherwise required by law, the holders of outstanding shares of Class C common stock will not be entitled to any votes upon any questions presented to the stockholders of the Issuer. The shares directly held by CC V may be deemed to be indirectly beneficially owned by Bain CC Investors, which holds 50% of the limited partnership interests in CC V. Bain CC Investors expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934. BCI is the sole member of Bain Capital CC Partners, LLC, which is the General Partner of Bain CC Investors, which holds 50% of the limited partnership interests in CC V. By virtue of these relationships, BCI may be deemed to share voting and dispositive power with respect to the shares of common stock held by Bain CC Investors. Item 2(b). Address of Principal Business Office or, if none, Residence The principal business address of each of the Reporting Persons is John Hancock Tower, 200 Clarendon Street, Boston MA 02116. Item 2(c). Citizenship Each of the Reporting Persons is organized under the laws of the State of Delaware. Item 2(d). Title of Class of Securities The classes of equity securities of the Company to which this filing on Schedule 13G/A relates are Class A Common Stock, par value $0.001 per share, Class B Common Stock, par value $0.001 per share and Class C Common Stock, par value $0.001 per share ("Common Stock"). Item 2(e). CUSIP Number The CUSIP number of the Company's Class A Common Stock is 12502P102. Item 3. If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: Not applicable. (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 73c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with Section 13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance with Section 240.13d 1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G). (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with Section 240.13d-1(b)(1)(ii)(J). [ ] If this statement is filed pursuant to Section 240.13d-1(c), check this box. Item 4. Ownership (a) through (c): The information requested hereunder is set forth in Items 5 through 9 and 11 of the cover pages to this Schedule 13G/A. Item 5. Ownership of Five Percent or Less of a Class Not Applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person Not Applicable. Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company: Not Applicable. Item 8. Identification and Classification of Members of the Group Not Applicable. Item 9. Notice of Dissolution of Group Not Applicable. Item 10. Certification Not Applicable SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct. Dated: February 14, 2014 BAIN CAPITAL CC INVESTORS, L.P. By: Bain Capital CC Partners, LLC Its: General Partner By: Bain Capital Investors, LLC Its: Sole Member By: /s/ Ian K. Loring Name: Ian K. Loring Title: Managing Director BAIN CAPITAL (CC) IX, L.P. By: Bain Capital Partners (CC) IX, L.P. Its: General Partner By: Bain Capital Investors, LLC Its: General Partner By: /s/ Ian K. Loring Name: Ian K. Loring Title: Managing Director Page 16 of 8 Pages 3