0001400891FALSE00014008912024-02-122024-02-12

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(D)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 12, 2024
 
IHEARTMEDIA, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-38987
 26-0241222
(State or other jurisdiction
of incorporation)		 (Commission
File Number)		 (I.R.S. Employer
Identification No.)
20880 Stone Oak Parkway
San Antonio, Texas 78258
(Address of principal executive offices) 
Registrant’s telephone number, including area code: (210) 822-2828 
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.001 per shareIHRTNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 
☐    Emerging growth company 
☐  If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  


Item 7.01. Regulation FD Disclosure.

On February 12, 2024, iHeartMedia, Inc. (the “Company”) announced that the previously announced acquisition of Broadcast Music, Inc. (“BMI”) to a shareholder group led by New Mountain Capital, LLC has closed and the Company has received $101.4 million of proceeds related to its equity interest in BMI. The Company plans to use the proceeds for general corporate purposes, which may include the repayment of debt.

The information in this Current Report on Form 8-K is being furnished under Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

Forward Looking Statements

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements with respect the Company’s anticipated used of the proceeds from the sale of BMI. Such statements are subject to various risks and uncertainties. Factors that could cause actual results to differ include but are not limited to the risk factors detailed from time to time in the Company’s quarterly reports on Form 10-Q and most recent annual report on Form 10-K filed with the Securities and Exchange Commission. These forward-looking statements speak only as of the date of this Current Report on Form 8-K. The Company assumes no obligation to provide any revisions to, or update, any projections and forward-looking statements contained in this Current Report on Form 8-K.


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 IHEARTMEDIA, INC.
   
Date: February 12, 2024By:/s/ Jordan R Fasbender
 Name:Jordan R. Fasbender
 Title:
Executive Vice President, General Counsel and Secretary

v3.24.0.1
Cover
Feb. 12, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Feb. 12, 2024
Entity Registrant Name IHEARTMEDIA, INC.
Entity Central Index Key 0001400891
Amendment Flag false
Entity Incorporation, State or Country Code DE
Entity File Number 001-38987
Entity Tax Identification Number 26-0241222
Entity Address, Address Line One 20880 Stone Oak Parkway
Entity Address, City or Town San Antonio
Entity Address, State or Province TX
Entity Address, Postal Zip Code 78258
City Area Code 210
Local Phone Number 822-2828
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock, par value $0.001 per share
Trading Symbol IHRT
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
iHeartMedia (PK) (USOTC:IHRTB)
Historical Stock Chart
From Dec 2024 to Jan 2025 Click Here for more iHeartMedia (PK) Charts.
iHeartMedia (PK) (USOTC:IHRTB)
Historical Stock Chart
From Jan 2024 to Jan 2025 Click Here for more iHeartMedia (PK) Charts.