Updates On iHeart Media & Clear Channel Outdoor

Two new updates on Clear Channel Outdoor and their parent company iHeart Media.

FINAL_iHeartMedia_Billboard_FINISHED_July_2016First, some good news for iHeart.

iHeartMedia Inc. won dismissal of Gamco Asset Management’s claims that iHeart shortchanged investors by improperly diverting revenue from its billboard-advertising unit.

Gamco couldn’t make the case that iHeart media executives violated legal duties to shareholders by selling assets and moving funds from its Clear Channel Outdoor Holdings business to repay the parent company’s debts, a Delaware judge ruled.

The fund, founded by billionaire investor Mario Gabelli, couldn’t show iHeart officials “extracted a unique benefit” by paying down debt with the advertising unit’s funds that “came at the expense” of other Clear Channel investors, Delaware Chancery Court Judge Joseph Slights concluded in Wednesday’s ruling.

clear channel outdoorIn its lawsuit, Gamco, which owns almost 10 percent of Clear Channel’s shares, targeted an agreement that automatically routes some of Clear Channel’s business revenues to iHeart, saying it hampers opportunities and operations. It also focused on Clear Channel asset sales that allegedly provided iHeart with benefits denied to other investors.

The judge also ruled that iHeart directors’ decisions to use Clear Channel funds to repay the parent company’s debts fell within the realm of their business judgment and weren’t a violation of legal duties they owed to investors.

Also in the news this week:

iHeart Media is moving forward with a plan to amend each of the contracts governing its Senior Notes due 2021 and five series of priority guarantee notes in a move designed to give it a little more than $4 million in additional cash.

In an announcement made Monday, iHeart said it has commenced six separate consent solicitations, each seeking bondholder approval of proposed amendments to each of the indentures governing the notes.

The proposal would see the Aggregate Fixed Consideration Amount shift to a higher Aggregate Contingent Consideration Amount for each of the following:

  • 9.0% Priority Guarantee Notes due 2019 — $1,999,815 to $2,999,723
  • 9.0% Priority Guarantee Notes due 2021 — $1,750,000 to $2,625,000
  • 11.25% Priority Guarantee Notes due 2021 — $575,000 to $862,500
  • 9.0% Priority Guarantee Notes due 2022 — $1,000,000 to $1,500,000
  • 10.625% Priority Guarantee Notes due 2023 — $950,000 to $1,425,000
  • Senior Notes due 2021 (184502BQ4, 184502BP6, U18285AK9) — $1,729,168 to $2,593,752

Radio Business Report and the San Antonio Express-News provide additional details on both these items.


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