iHeartMedia Statement on the FCC’s Conditional Approval of Its Pending Radio Station Acquisitions

Rhea-AI Summary

iHeartMedia (Nasdaq:IHRT) announced FCC approval for its acquisition of certain radio stations, conditional on temporary shareholder restrictions for Global Media & Entertainment Investments Ltd (GMEI). GMEI's recent investment of 8.7% in iHeartMedia's Class A Common stock violated FCC foreign ownership rules, which limit foreign ownership to 5% without prior approval. iHeartMedia has filed a petition requesting FCC permission for GMEI to own up to 9.99%. The company emphasizes compliance with FCC regulations while maintaining strong shareholder relationships.

Positive

• FCC approval for acquisition of certain radio stations.
• Potential increase in GMEI's ownership to 9.99% pending FCC approval.

Negative

• GMEI's 8.7% investment violated FCC foreign ownership regulations.
• Temporary shareholder restrictions imposed on GMEI affecting shareholder voting rights.

iHeartMedia, Inc. (Nasdaq:IHRT) today issued the following statement regarding approval of iHeartMedia’s pending applications to acquire certain radio stations, and the temporary shareholder restrictions required by the FCC to be imposed upon Global Media & Entertainment Investments Ltd (“GMEI”) in connection with those approvals:

“iHeartMedia values its shareholder relationships and we welcome all new shareholders to iHeartMedia. However, because GMEI is a foreign shareholder, its recent investment was inconsistent with the FCC’s foreign ownership rules and created an operating issue for us under the FCC’s regulatory framework.

As background, GMEI’s purchase of an 8.7% position in our Class A Common stock, as reported in its Schedule 13D filed with the Securities and Exchange Commission on February 5, 2021, caused a violation of the FCC’s foreign ownership regulations and the FCC’s November 5, 2020 declaratory ruling related to the company’s foreign ownership, both of which limit a foreign investor in GMEI’s position to 5% without prior FCC approval. To address this issue, over which iHeartMedia had no prior knowledge or control, we filed a remedial petition for declaratory ruling requesting FCC approval for GMEI to have the ability to increase its ownership to up to 9.99% (the ‘Petition’).

Notwithstanding the GMEI investment, the FCC has approved iHeartMedia’s acquisitions of certain stations, including stations for BIN: Black Information Network. However, the FCC has required that the company impose temporary shareholder restrictions on GMEI as a condition of approving those radio station acquisitions.

To comply with the FCC order, iHeartMedia’s Board of Directors resolved to take action consistent with the FCC’s conditional requirements. These actions include imposing temporary voting and other shareholder restrictions on GMEI which will apply during the pendency of the Petition and which are described in detail in the FCC’s decision which can be found at https://docs.fcc.gov/public/attachments/DA-21-360A1.pdf and in our 8-K filed Friday, March 26, 2021.

iHeartMedia respects the FCC process and will, as a matter of consistent policy, ensure the company’s compliance with the FCC’s foreign ownership and other regulations.”

About iHeartMedia, Inc.

iHeartMedia, Inc. (Nasdaq:IHRT) is the leading audio media company in America, reaching over 250 million people each month. It is number one in broadcast and streaming radio as well as podcasting and audio ad tech, and includes three segments: The iHeartMedia Multiplatform Group; the iHeartMedia Digital Audio Group; and the Audio and Media Services Group.

View source version on businesswire.com: https://www.businesswire.com/news/home/20210326005476/en/

FAQ

What recent approval did iHeartMedia receive regarding its acquisitions?

iHeartMedia received FCC approval for its acquisition of certain radio stations.

What issue arose from GMEI's investment in iHeartMedia?

GMEI's 8.7% investment violated FCC foreign ownership rules, requiring temporary shareholder restrictions.

What percentage ownership is GMEI seeking approval for?

GMEI is seeking FCC approval to increase its ownership to up to 9.99%.

How will the FCC's decision impact GMEI's voting rights?

The FCC's decision imposes temporary voting restrictions on GMEI during the petition process.