X0306 4 2019-05-01 1 0001400891 iHeartMedia, Inc. IHRTQ 0001080168 JACOBSON JONATHON S 200 CLARENDON STREET 59TH FLOOR BOSTON MA 02116 1 0 0 0 New Class A Common Stock 2019-05-01 4 A 0 233710 0 A 233710 I See fns 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 I See fns 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. Highfields Capital I LP, Highfields Capital II LP and Highfields Capital III L.P. (collectively, the "Funds") directly acquired 233,710 shares of the Issuer's Class A common stock, par value $0.001 per share (the "New Class A Common Stock"), and 325,613 of the Issuer's Special Warrants to Purchase Class A Common Stock or Class B Common Stock ("Special Warrants") 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 and directly now own 233,710 shares of New Class A Common Stock and 325,613 Special Warrants in the aggregate. Highfields Associates LLC is the general partner of each of the Funds and disclaims beneficial ownership of the shares and warrants 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. The Reporting Person is the Senior Managing Member of Highfields Associates LLC and disclaims beneficial ownership of the shares and warrants acquired or held by the Funds except to the extent of any pecuniary interest he may have by virtue of his member interest in Highfields Associates LLC. 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 sold or held by the Funds in reliance on the exclusion for asset-based fees under Rule 16a-1(a)(2). Highfields GP LLC ("Highfields GP") is the general partner of Highfields Capital Management and reports no beneficial ownership of the shares sold 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. The Reporting Person is the Managing Member of Highfields GP and reports no beneficial ownership of the shares sold or held by the Funds arising from his member interest in Highfields GP because Highfields GP reports no beneficial ownership of the shares. Upon effectiveness of the Plan, Jonathon Jacobson, who was deputized by the Funds, Highfields Associates, Highfields Capital Management and Highfields GP to the board of directors of the Issuer, resigned. /s/ Scott D. Pomfret as attorney-in-fact 2019-05-03