FCC Approves Declaratory Ruling Sought by iHeartMedia

RADIO ONLINE | Wednesday, December 22, 2021

FCC

In March, 2021, iHeartMedia filed a remedial petition for a declaratory ruling with the FCC seeking specific approval for the 6.8% equity and 8% voting interests in iHeart held by GMEI, a private limited company organized under the laws of the Bahamas, and related foreign entities and individuals. The petition also sought advance approval for GMEI and the GMEI Reporting Persons to increase their equity and voting interests in iHeart up to a non-controlling amount not to exceed 14.99%.

The Commission found that it will serve the public interest to grant the petition, subject to the conditions specified below.

1. Suspend all voting rights associated with any stock held in the Company, directly and/or indirectly, by the GMEI Investors, until and unless the FCC releases a declaratory ruling granting specific approval for each of the GMEI Investors to hold, directly and/or indirectly, more than 5% of the equity and/or voting interests in the company.

2. Direct that the Company will not to allow any GMEI Investor to do any of the following, until and unless the FCC releases a declaratory ruling granting specific approval for each of the GMEI Investors to hold, directly and/or indirectly, more than 5% of the equity and/or voting interests in the company:

• Designate, appoint, nominate or serve as a member of the board

• Attend any meeting of the board;

• Receive any non-public materials from the Company, including any non-public materials distributed to the board

• Have any role in or communicate with the company concerning the day-to-day management or operations of the company's radio stations

• Have any role in or veto right with respect to a decision to buy or sell a radio station

3. Determine not to permit any employee, agent or affiliate of the GMEI Investors to be an officer, director, employee or consultant of the Company (including subsidiaries and affiliates of the Company) until and unless the FCC releases a declaratory ruling granting specific approval or each of the GMEI Investors to hold, directly and/or indirectly, more than 5% of the equity and/or voting interests in the company.

4. Direct the company to ensure that any and all dividends and/or distributions payable to the GMEI Investors are placed in escrow and that no such dividend or distribution is made to the GMEI Investors until and unless the FCC releases a declaratory ruling granting specific approval for each of the GMEI Investors to hold, directly and/or indirectly, more than 5% of the equity and/or voting interests in the company.

5. Direct the Company to, within seven days of the date of grant of the Pending Applications, submit a declaration to the Chief, Audio Division, Media Bureau, of the FCC, confirming that the company is in compliance with each of the preceding conditions and that the company will exercise its rights under its organizational documents to remain in compliance with each of the preceding conditions until and unless the FCC releases a declaratory ruling granting specific approval for each of the GMEI Investors to hold, directly and/or indirectly, more than 5% of the equity and/or voting interests in the company.

Because the GMEI Declaratory Ruling grants specific approval for each of the GMEI Investors to hold, directly and/or indirectly, more than 5% of the equity and/or voting interests in the company, upon the issuance of the FCC's GMEI Declaratory Ruling, the FCC Required Actions no longer apply.