Filing Details
- Accession Number:
- 0000929638-18-000975
- Form Type:
- 13D Filing
- Publication Date:
- 2018-12-17 17:19:27
- Filed By:
- Abrams Capital Management
- Company:
- Iheartmedia Inc. (NASDAQ:IHRT)
- Filing Date:
- 2018-12-17
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Abrams Capital Partners II | Abrams Capital Partners II, L.P. 45.8% |
Filing
| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | ||
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
iHeartMedia, Inc.
(Name of Issuer)
Class A Common Stock, par value $.001 per share
(Title of Class of Securities)
043436104
(CUSIP Number)
David C. Abrams
c/o Abrams Capital Management, L.P.
222 Berkeley Street, 21st Floor
Boston, MA 02116
617-646-6100
617-646-6100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
Receive Notices and Communications)
December 14, 2018
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]
Note: Schedules filed in paper format
shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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).
| 1 | Names of Reporting Persons. Abrams Capital Partners II, L.P. Abrams Capital, LLC Abrams Capital Management, LLC Abrams Capital Management, L.P. David Abrams | |||
| 2 | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) [ ] | ||||
| (b) [ ] | ||||
| 3 | SEC Use Only | |||
| 4 | Source of Funds (See Instructions): WC | |||
| 5 | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ] | |||
| 6 | Citizenship or Place of Organization. Abrams Capital Partners II, L.P. – Delaware Abrams Capital, LLC – Delaware Abrams Capital Management, LLC – Delaware Abrams Capital Management, L.P. – Delaware David Abrams – United States | |||
| Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | ||
| Abrams Capital Partners II, L.P. – 0 shares Abrams Capital, LLC – 0 shares Abrams Capital Management, LLC – 0 shares Abrams Capital Management, L.P. – 0 shares David Abrams – 0 shares | ||||
| 8 | Shared Voting Power | |||
| Abrams Capital Partners II, L.P. – 14,456,097 shares Abrams Capital, LLC – 15,473,367 shares Abrams Capital Management, LLC – 16,761,917 shares Abrams Capital Management, L.P. – 16,761,917 shares David Abrams – 16,761,917 shares | ||||
| 9 | Sole Dispositive Power | |||
| Abrams Capital Partners II, L.P. – 0 shares Abrams Capital, LLC – 0 shares Abrams Capital Management, LLC – 0 shares Abrams Capital Management, L.P. – 0 shares David Abrams – 0 shares | ||||
| 10 | Shared Dispositive Power | |||
| Abrams Capital Partners II, L.P. – 14,456,097 shares Abrams Capital, LLC – 15,473,367 shares Abrams Capital Management, LLC – 16,761,917 shares Abrams Capital Management, L.P. – 16,761,917 shares David Abrams – 16,761,917 shares | ||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person Abrams Capital Partners II, L.P. – 14,456,097 shares Abrams Capital, LLC – 15,473,367
shares Abrams Capital Management, LLC – 16,761,917 shares Abrams Capital Management, L.P. – 16,761,917 shares David Abrams – 16,761,917 shares | |||
| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] | |||
| 13 | Percent of Class Represented by Amount in Row (11) Abrams Capital Partners II, L.P. – 45.8% Abrams Capital, LLC – 49.1% Abrams Capital Management, LLC – 53.1% Abrams Capital Management, L.P. – 53.1% David Abrams – 53.1% | |||
| 14 | Type of Reporting Person (See Instructions) Abrams Capital Partners II, L.P. – OO (Limited Partnership) Abrams Capital, LLC – OO (Limited Liability Company) Abrams Capital Management, LLC – OO (Limited Liability Company) Abrams Capital Management, L.P. – OO (Limited Partnership) David Abrams – IN | |||
AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to Class A Common Stock (“Class A Common Stock”) of iHeartMedia, Inc., a
Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 20880 Stone Oak Parkway, San Antonio, Texas 78258. This Amendment is being filed by the Reporting Persons to amend the Schedule 13D originally filed
by the Reporting Persons on November 29, 2011 (the “Original 13D,” as amended hereby, the “Schedule 13D”).
This Amendment is being filed to amend and supplement Items 3, 4, 5, 6 and 7 of the Schedule 13D as set forth below.
Item 3. Source and Amount of Funds or Other Consideration
Abrams Capital Partners II, L.P. (“ACP II”) acquired the shares of Class A Common Stock referenced in Item 5(c) below in a private purchase for
an aggregate purchase price of $1,600,000. The purchase price was paid out of working capital.
Item 4. Purpose of Transaction
The Reporting Persons acquired the shares of Class A Common Stock reported herein for investment purposes and not with any
current intent, purpose or effect of changing control of the Issuer. While the Reporting Persons own in aggregate 53.1% of the Issuer’s outstanding Class A Common Stock, such ownership represents approximately 18.4% of the voting power of the
Issuer’s capital stock, as the Issuer has outstanding 555,556 shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), and 58,967,502 shares of Class C Common Stock, par value $0.001 per share (the “Class C
Common Stock”). Each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held. Each holder of Class B Common Stock is entitled to a number of votes for each share of Class B Common Stock held that is
equal to the number obtained by dividing (a) the sum of the total number of shares of Class B Common Stock outstanding as of the record date for such vote and the number of shares of Class C Common Stock outstanding as of the record date for
such vote by (b) the number of shares of Class B Common Stock outstanding as of the record date for such vote. Except as otherwise required by law, the holders of outstanding shares of Class C Common Stock are not entitled to any votes upon any
matters presented to the Issuer’s stockholders.
The number of outstanding shares referred the immediately preceding paragraph is based upon the statements in the Issuer’s Quarterly Report on
Form 10-Q, as filed with the Securities and Exchange Commission on November 8, 2018 (the “10-Q”) as to the number of shares of Class B Common Stock and Class C Common Stock outstanding as of November 5, 2018. The Issuer also states in the 10-Q
that that there were 31,538,017 shares of Class A Common Stock outstanding as of November 5, 2018. Percentage calculations in the Schedule 13D are based on such statements.
The Reporting Persons may acquire additional shares of Class A Common Stock and other securities of the Issuer from time to
time or may dispose of any or all of such shares or other securities held by them at any time.
The Reporting Persons intend to evaluate on an ongoing basis their investment in the Issuer and their options with respect
to such investment. Mr. Abrams currently serves as a member of the board of directors of the Issuer.
The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with
respect to the Issuer at any time and from time to time. Any such action may be made by the Reporting Persons alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties and could include
one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) and (b) See Items 7-11 of the cover pages.
Shares reported herein for ACP II represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC (“Abrams
Capital”) represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (“Abrams CM LP”) and Abrams Capital
Management, LLC (“Abrams CM LLC”) represent the above-referenced shares beneficially owned by ACP II and shares beneficially owned by other private investment funds for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general
partner of Abrams CM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM, LLC. Each of the Reporting
Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.
(c) The Reporting Persons have not conducted any transactions in securities of the Issuer during the past 60 days, except that on December 14,
2018 ACP II purchased an aggregate of 9,950,510 shares of Class A Common Stock for an aggregate purchase price of $1,600,000 in a private purchase pursuant to a Stock Purchase Agreement dated as of such date among ACP II and the Highfields Sellers
named therein. The foregoing description is qualified in its entirety by reference to the full text of the Stock Purchase Agreement that is filed as Exhibit 99.1 hereto and is incorporated by reference to this Item 5(c).
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The information set forth in Item 5(c) is incorporated herein by reference.
Item 7. Material to Be Filed as Exhibits
| Exhibit 99.1 | Stock Purchase Agreement by and among ACP II and the Highfields Sellers named therein, dated December 14, 2018. |
| Exhibit 99.2 | Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Original Schedule 13D. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: December 17, 2018
| ABRAMS CAPITAL PARTNERS II, L.P. | |
| By: Abrams Capital, LLC, | |
| Its General Partner | |
| By: /s/ David Abrams | |
| Name: David Abrams | |
| Title: Managing Member | |
| ABRAMS CAPITAL, LLC | |
| By: /s/ David Abrams | |
| Name: David Abrams | |
| Title: Managing Member | |
| ABRAMS CAPITAL MANAGEMENT, LLC | |
| By: /s/ David Abrams | |
| Name: David Abrams | |
| Title: Managing Member | |
| ABRAMS CAPITAL MANAGEMENT, L.P. | |
| By: Abrams Capital Management, LLC, | |
| Its General Partner | |
| By: /s/ David Abrams | |
| Name: David Abrams | |
| Title: Managing Member | |
| David Abrams | |
| By: /s/ David Abrams | |
| Name: David Abrams | |
| Title: Individually |