0000899243-19-011830.txt : 20190502 0000899243-19-011830.hdr.sgml : 20190502 20190502173615 ACCESSION NUMBER: 0000899243-19-011830 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190430 FILED AS OF DATE: 20190502 DATE AS OF CHANGE: 20190502 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: iHeartCommunications, Inc. CENTRAL INDEX KEY: 0000739708 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32663 FILM NUMBER: 19793299 BUSINESS ADDRESS: STREET 1: 20880 STONE OAK PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78258 BUSINESS PHONE: 2108222828 MAIL ADDRESS: STREET 1: 20880 STONE OAK PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78258 FORMER NAME: FORMER CONFORMED NAME: CLEAR CHANNEL COMMUNICATIONS INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: iHeartMedia Capital II, LLC CENTRAL INDEX KEY: 0001527941 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32663 FILM NUMBER: 19793300 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 NAME: FORMER CONFORMED NAME: Clear Channel Capital II, LLC DATE OF NAME CHANGE: 20110812 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: iHeartMedia Capital I, LLC CENTRAL INDEX KEY: 0001457737 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32663 FILM NUMBER: 19793301 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 NAME: FORMER CONFORMED NAME: Clear Channel Capital I, LLC DATE OF NAME CHANGE: 20090305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: iHeartMedia, Inc. CENTRAL INDEX KEY: 0001400891 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32663 FILM NUMBER: 19793302 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 NAME: FORMER CONFORMED NAME: CC Media Holdings Inc DATE OF NAME CHANGE: 20090721 FORMER NAME: FORMER CONFORMED NAME: C C Media Holdings Inc DATE OF NAME CHANGE: 20070730 FORMER NAME: FORMER CONFORMED NAME: BT Triple Crown Capital Holdings III, Inc. DATE OF NAME CHANGE: 20070524 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Clear Channel Outdoor Holdings, Inc. CENTRAL INDEX KEY: 0001334978 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 880318078 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-04-30 1 0001334978 Clear Channel Outdoor Holdings, Inc. CCO 0001400891 iHeartMedia, Inc. 20880 STONE OAK PARKWAY SAN ANTONIO TX 78258 0 0 1 0 0001457737 iHeartMedia Capital I, LLC 20880 STONE OAK PARKWAY SAN ANTONIO TX 78258 0 0 1 0 0001527941 iHeartMedia Capital II, LLC 20880 STONE OAK PARKWAY SAN ANTONIO TX 78258 0 0 1 0 0000739708 iHeartCommunications, Inc. 20880 STONE OAK PARKWAY SAN ANTONIO TX 78258 0 0 1 0 Class A Common Stock 2019-04-30 4 C 0 315000000 0.00 A 325726917 I See Footnote Class A Common Stock 2019-05-01 4 J 0 294457155 0.00 D 31269762 I See Footnote Class B Common Stock 2019-04-30 4 C 0 315000000 0.00 D Class A Common Stock 315000000 0 D On April 29, 2019, Clear Channel Holdings, Inc. ("CCH"), a direct subsidiary of iHeartCommunications, Inc. ("iHeartCommunications") converted all of the shares of Class B common stock of the Issuer it held into shares of Class A common stock of the Issuer. The Class B shares converted into Class A shares on a one-for-one basis. iHeartCommunications, iHeartCommunications' direct parent, iHeartMedia Capital I, LLC ("Capital I"), Capital I's direct parent, iHeartMedia Capital II, LLC ("Capital II"), and Capital II's direct parent, iHeartMedia, Inc., indirectly held the shares directly held by CCH. On May 1, 2019 (the "Effective Date"), the Issuer merged with and into CCH, with CCH surviving the merger and changing its name to Clear Channel Outdoor Holdings, Inc. ("New CCOH"), and the Class A common stock of the Issuer converted to common stock of New CCOH (the "Common Stock") in the merger. New CCOH is the successor to the Issuer pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended. On the Effective Date, following the Merger, the Common Stock held by iHeartCommunications was transferred by iHeartCommunications to certain holders of claims in the Chapter 11 bankruptcy cases of iHeartMedia, Inc. pursuant to the plan of reorganization, other than 31,269,762 shares retained by iHeartCommunications to be distributed to two affiliated claimholders pursuant to two warrants issued by iHeartCommunications which shall automatically be deemed exercised when the claimholders receive approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to acquire such shares. Each warrant is exercisable for $1.00 in the aggregate with respect to all shares subject to the warrant. Each share of Class B Common Stock of the Issuer is convertible at any time into one share of Class A Common Stock, subject to certain limited exceptions Any conversions are effected on a one-for-one basis. /s/ Paul M. McNicol, Executive Vice President of iHeartMedia, Inc. 2019-05-02 /s/ Paul M. McNicol, Executive Vice President of iHeartMedia Capital II, LLC 2019-05-02 /s/ Paul M. McNicol, Executive Vice President of iHeartMedia Capital I, LLC 2019-05-02 /s/ Paul M. McNicol, Executive Vice President of iHeartCommunications, Inc. 2019-05-02