On May1, 2029, the shares of iHeart Operations Preferred Stock will be subject to mandatory redemption for an amount equal to the liquidation preference, unless waived by the holders.
If dividends payable on the shares of iHeart Operations Preferred Stock have not been paid in cash for twelve consecutive quarters, the holders of the iHeart Operations Preferred Stock will have the right to designate one director to the Companys board of directors. Such director shall continue in office until (y)the Companys next annual meeting of the stockholders for the election of directors for such directors corresponding class, and their successor shall have been elected by the holders of the iHeart Operations Preferred Stock or (z)all dividends accrued on the iHeart Operations Preferred Stock for the past dividend periods shall have been paid in full in cash.
Copies of the Certificate of Designation and the Investors Rights Agreement are attached hereto as Exhibits 10.10 and 10.11, respectively, and are incorporated herein by reference. The foregoing description of the Certificate of Designation, the Investors Rights Agreement and the iHeart Operations Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the complete text of the Certificate of Designation and the Investors Rights Agreement.
Item 1.01 Termination of Material Definitive Agreement
On the Effective Date, in connection with the Separation and to the Separation Agreement, certain intercompany notes and intercompany accounts among the Outdoor Group and the iHeart Group were settled, terminated and cancelled. The note payable by iHeartCommunications to CCOH was cancelled, and any agreements or licenses requiring royalty payments to the iHeart Group by the Outdoor Group for trademarks or other intellectual property terminated effective as of December31, 2018. Furthermore, each of the following were terminated, canceled and of no further force or effect (including any provisions that purport to survive termination): (i) all agreements, arrangements, commitments or understandings, whether or not in writing, between or among members of the Outdoor Group, on the one hand, and members of the iHeart Group, on the other hand, relating to the sweep of the cash balance in CCOHs concentration account to iHeartCommunications master account; (ii)that certain Master Agreement, dated as of November16, 2005, by and between iHeartCommunications and CCOH; (iii)that certain Employee Matters Agreement, dated as of November10, 2005, by and between iHeartCommunications and CCOH; (iv)the Corporate Services Agreement; and (v)that certain Amended and Restated License Agreement, dated as of November10, 2005, by and between iHM Identity, Inc. and Outdoor Management Services, Inc., as amended by that certain First Amendment dated as of January1, 2011.
On the Effective Date, except as otherwise specifically provided in the Plan of Reorganization, all notes, bonds, indentures, certificates, securities, shares, purchase rights, options, warrants, collateral agreements, subordination agreements, intercreditor agreements, or other instruments or documents directly or indirectly evidencing, creating, or relating to any indebtedness or obligations of, or ownership interest in, the Debtors giving rise to any rights or obligations relating to claims against or interests in the Debtors (including the five series of priority guarantee notes, the senior notes due 2021, the legacy notes, and the credit agreement governing iHeartCommunications former term loans) were deemed cancelled and surrendered without any need for a holder to take further action with respect thereto, and the obligations of the Debtors and any affiliates thereunder or in any way related thereto were deemed satisfied in full, released, and discharged.
Item 1.01 Completion of Acquisition or Disposition of Assets.
The information set forth in the Introductory Note hereto relating to the Separation and the Separation Agreement is incorporated by reference into this Item 1.01.
Item 1.01 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 above relating to the New ABL Facility, the New Term Loan Facility, the New Senior Secured Notes and the New Senior Unsecured Notes is incorporated by reference into this Item 1.01.
Item 1.01 Unregistered Sales of Equity Securities.
On the Effective Date, to the Plan of Reorganization, the Company issued the following classes of equity securities that were distributed to certain Claimholders: