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iHeartMedia, Inc. Completes Scheduled Exchange of Warrants for Shares of Common Stock

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iHeartMedia (Nasdaq: IHRT) has successfully exchanged its Warrants for shares of Class A Common Stock, enhancing its equity structure. As of December 31, 2020, the exchange has resulted in approximately 110 million Class A and 29 million Class B shares, with 7 million Warrants remaining. This move follows a Federal Communications Commission ruling permitting an increase in foreign ownership to 100%. Future conversions of Class B shares and Warrants into Class A stock are anticipated, although some shares remain unconverted due to regulatory restrictions.

Positive
  • Successful exchange of Warrants into Class A Common Stock increases equity.
  • Total Class A shares increased to approximately 110 million post-exchange.
  • FCC approval for foreign ownership increase may facilitate future financial flexibility.
Negative
  • Regulatory restrictions prevent some Class B shares and Warrants from being converted.

iHeartMedia, Inc. (Nasdaq: IHRT), the number one audio company in America, today completed an exchange of iHeartMedia Warrants into shares of iHeartMedia Class A Common Stock, the Company’s publicly traded equity, or Class B Common Stock. As of December 31, 2020, there were approximately (i) 65 million shares of Class A Common Stock, (ii) 7 million shares of Class B Common Stock, and (iii) 75 million Warrants outstanding. Following the exchange, there will be approximately (i) 110 million shares of Class A Common Stock, (ii) 29 million shares of Class B Common Stock, and (iii) 7 million Warrants outstanding.

The exchange was authorized by a previously issued Declaratory Ruling from the Federal Communications Commission approving an increase in iHeartMedia’s authorized aggregate foreign ownership from 25% to 100%, subject to certain conditions set forth in the Declaratory Ruling. Certain shares of Class B Common Stock and Warrants were not converted into Class A Common Stock due to current regulatory restrictions applicable to certain shareholders.

The Company expects additional conversions of Class B Common Stock and Warrants into Class A Common Stock.

Holders of iHeartMedia Warrants that were not issued stock in the exchange and have not otherwise sought to exercise their Warrants can request the exercise of their Warrants for shares of Common Stock by contacting the Computershare Call Center at (800) 736-3001 within the United States, or at +1 (781) 575-3100 outside of the United States. Holders of iHeartMedia Warrants that were issued stock in the exchange can obtain updated account information from Computershare by logging into their Computershare accounts or by calling the numbers above.

About iHeartMedia

iHeartMedia (Nasdaq: IHRT) is the number one audio company in the United States, reaching nine out of 10 Americans every month – and with its quarter of a billion monthly listeners, has a greater reach than any other media company in the U.S. The company’s leadership position in audio extends across multiple platforms, including more than 850 live broadcast stations in over 160 markets nationwide; through its iHeartRadio digital service available across more than 250 platforms and 2,000 devices; through its influencers; social; branded iconic live music events; other digital products and newsletters; and podcasts as the #1 commercial podcast publisher. iHeartMedia also leads the audio industry in analytics, targeting and attribution for its marketing partners with its SmartAudio product, using data from its massive consumer base. Visit iHeartMedia.com for more company information.

Forward-Looking Statements

Certain statements herein constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which may cause the actual results, performance or achievements of iHeartMedia, Inc. and its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases “guidance,” “believe,” “expect,” “anticipate,” “estimates,” “forecast” and similar words or expressions are intended to identify such forward-looking statements. In addition, any statements that refer to expectations or other characterizations of future events or circumstances, such as the expected conversion of Class B Common Stock and Warrants into Class A Common Stock, are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other important factors, some of which are beyond our control and are difficult to predict. Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this press release include, but are not limited to legislative or regulatory requirements and additional risks described in the Company’s reports filed with the U.S. Securities and Exchange Commission, including in the section entitled “Item 1A. Risk Factors” of iHeartMedia, Inc.’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date hereof. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

FAQ

What did iHeartMedia announce regarding its Warrants on December 31, 2020?

iHeartMedia announced the successful exchange of its Warrants into Class A Common Stock, increasing its equity structure.

How many Class A shares does iHeartMedia have after the Warrants exchange?

After the exchange, iHeartMedia has approximately 110 million shares of Class A Common Stock.

What regulatory approval did iHeartMedia receive for foreign ownership?

iHeartMedia received FCC approval to increase its authorized foreign ownership from 25% to 100%.

What are the remaining figures for iHeartMedia's shares and Warrants post-exchange?

Post-exchange, iHeartMedia has approximately 29 million shares of Class B Common Stock and 7 million Warrants outstanding.

Are there any restrictions on certain shares during the exchange?

Yes, some Class B shares and Warrants could not be converted due to current regulatory restrictions.

iHeartMedia, Inc.

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