iHeartMedia Enters Into A 'Material Definitive Agreement' With Two Stockholders

CC Outdoor Will Spin Off Post-Bankruptcy

In a form 8-K filed with the SECURITIES AND EXCHANGE COMMISSION iHEARTMEDIA revealed they had settled two lawsuits related to how those creditors saw the company treating its publicly-traded CLEAR CHANNEL HOLDINGS subsidiary.

iHEART wrote NORFOLK COUNTY RETIREMENT SYSTEM, a stockholder of CLEAR CHANNEL OUTDOOR HOLDINGS, INC., "filed a derivative lawsuit in the Court of Chancery of the State of DELAWARE, captioned NORFOLK COUNTY RETIREMENT SYSTEM, v. iHEARTMEDIA, INC." 

In addition, "On DECEMBER 16, 2018, CCOH, GAMCO, NORFOLK, THE SPONSOR ENTITIES, iHEARTMEDIA and certain of its debtor affiliates in the iHEARTMEDIA Chapter 11 cases, and the DELAWARE Individual Defendants, through their respective counsel, entered into a settlement agreement."

iHEART explains, "The Settlement Agreement contemplates that upon the effective date of the iHEARTMEDIA Plan of Reorganization, the separation of CCOH from iHEARTMEDIA will occur," continuing, "The form of Merger Agreement contemplates that in the Merger, the shares of CCOH’s Class A common stock will be converted into an equal number of shares of common stock of CCH, which will be renamed CLEAR CHANNEL OUTDOOR HOLDINGS, INC. and will represent the same percentage of ownership in New CCOH that the Class A common stockholders have in CCOH immediately prior to the Merger," and wrapping up, "the New CCOH common stock held by iHEARTCOMMUNICATIONS will be transferred by iHEARTCOMMUNICATIONS to certain holders of claims in the iHEARTMEDIA Chapter 11 cases pursuant to the iHEARTMEDIA Plan of Reorganization, and New CCOH will become an independent public company."

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