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
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