Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 6)*
IHEARTMEDIA, INC. (Formerly CC Media
Holdings, Inc.)
(Name of Issuer)
CLASS A COMMON STOCK, $0.001 PAR VALUE
(Title
of Class of Securities)
45174J103
(CUSIP Number)
DECEMBER 31, 2018
(Date of Event Which
Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ x ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
13G/A
| 1. | NAMES OF REPORTING PERSONS | |||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Highfields Capital Management LP | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) [ ] | ||||
| (b) [ x ] | ||||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Delaware | ||||
| 5. | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES | 6. | SHARED VOTING POWER | ||
| BENEFICIALLY | ||||
| OWNED BY | —0— | |||
| EACH | 7. | SOLE DISPOSITIVE POWER | ||
| REPORTING | ||||
| PERSON | 0 | |||
| WITH | 8. | SHARED DISPOSITIVE POWER | ||
| —0— | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 0 | ||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | ||
| (SEE INSTRUCTIONS) | ||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
| 0% | ||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| PN | ||||
13G/A
| 1. | NAMES OF REPORTING PERSONS | |||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Highfields GP LLC | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) [ ] | ||||
| (b) [ x ] | ||||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Delaware | ||||
| 5. | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES | 6. | SHARED VOTING POWER | ||
| BENEFICIALLY | ||||
| OWNED BY | —0— | |||
| EACH | 7. | SOLE DISPOSITIVE POWER | ||
| REPORTING | ||||
| PERSON | 0 | |||
| WITH | 8. | SHARED DISPOSITIVE POWER | ||
| —0— | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 0 | ||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | ||
| (SEE INSTRUCTIONS) | ||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
| 0% | ||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| OO | ||||
13G/A
| 1. | NAMES OF REPORTING PERSONS | |||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Highfields Associates LLC | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) [ ] | ||||
| (b) [ x ] | ||||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Delaware | ||||
| 5. | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES | 6. | SHARED VOTING POWER | ||
| BENEFICIALLY | ||||
| OWNED BY | —0— | |||
| EACH | 7. | SOLE DISPOSITIVE POWER | ||
| REPORTING | ||||
| PERSON | 0 | |||
| WITH | 8. | SHARED DISPOSITIVE POWER | ||
| —0— | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 0 | ||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | ||
| (SEE INSTRUCTIONS) | ||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
| 0% | ||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| OO | ||||
13G/A
| 1. | NAMES OF REPORTING PERSONS | |||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Jonathon S. Jacobson | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) [ ] | ||||
| (b) [ x ] | ||||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| United States | ||||
| 5. | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES | 6. | SHARED VOTING POWER | ||
| BENEFICIALLY | ||||
| OWNED BY | —0— | |||
| EACH | 7. | SOLE DISPOSITIVE POWER | ||
| REPORTING | ||||
| PERSON | 0 | |||
| WITH | 8. | SHARED DISPOSITIVE POWER | ||
| —0— | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 0 | ||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ ] | ||
| (SEE INSTRUCTIONS) | ||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
| 0% | ||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| IN | ||||
13G/A
| 1. | NAMES OF REPORTING PERSONS | |||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Highfields Capital I LP | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) [ ] | ||||
| (b) [ x ] | ||||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Delaware | ||||
| 5. | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES | 6. | SHARED VOTING POWER | ||
| BENEFICIALLY | ||||
| OWNED BY | —0— | |||
| EACH | 7. | SOLE DISPOSITIVE POWER | ||
| REPORTING | ||||
| PERSON | 0 | |||
| WITH | 8. | SHARED DISPOSITIVE POWER | ||
| —0— | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 0 | ||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ x ] | ||
| (SEE INSTRUCTIONS) | ||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
| 0% | ||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| PN | ||||
13G/A
| 1. | NAMES OF REPORTING PERSONS | |||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Highfields Capital II LP | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) [ ] | ||||
| (b) [ x ] | ||||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Delaware | ||||
| 5. | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES | 6. | SHARED VOTING POWER | ||
| BENEFICIALLY | ||||
| OWNED BY | —0— | |||
| EACH | 7. | SOLE DISPOSITIVE POWER | ||
| REPORTING | ||||
| PERSON | 0 | |||
| WITH | 8. | SHARED DISPOSITIVE POWER | ||
| —0— | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 0 | ||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ x ] | ||
| (SEE INSTRUCTIONS) | ||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
| 0.0% | ||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| PN | ||||
13G/A
| 1. | NAMES OF REPORTING PERSONS | |||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | ||||
| Highfields Capital III L.P. | ||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) | |||
| (a) [ ] | ||||
| (b) [ x ] | ||||
| 3. | SEC USE ONLY | |||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION | |||
| Cayman Islands | ||||
| 5. | SOLE VOTING POWER | |||
| NUMBER OF | 0 | |||
| SHARES | 6. | SHARED VOTING POWER | ||
| BENEFICIALLY | ||||
| OWNED BY | —0— | |||
| EACH | 7. | SOLE DISPOSITIVE POWER | ||
| REPORTING | ||||
| PERSON | 0 | |||
| WITH | 8. | SHARED DISPOSITIVE POWER | ||
| —0— | ||||
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
| 0 | ||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | [ x ] | ||
| (SEE INSTRUCTIONS) | ||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | |||
| 0% | ||||
| 12. | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
| PN | ||||
13G/A
| Item 1 | (a). | Name of Issuer: | |
| IHeartMedia, Inc. (Formerly CC Media Holdings, Inc.) (the “Issuer”) | |||
| Item 1 | (b). | Address of Issuer’s Principal Executive Offices: | |
| 20880 Stone Oak Parkway, San Antonio, Texas 78258 | |||
| Item 2 | (a). | Name of Person Filing: | |
|
This statement is being filed by the following persons with respect to the shares of Class A common stock (“Class A Common Stock”) of the Issuer directly owned by Highfields Capital I LP (“Highfields I”), Highfields Capital II LP (“Highfields II”) and Highfields Capital III L.P. (“Highfields III” and, together with Highfields I and Highfields II, the “Funds”): | |||
| (i) | Highfields Capital Management LP, a Delaware
limited partnership (“Highfields Capital Management”) and investment
manager to each of the Funds; | ||
| (ii) | Highfields GP LLC, a Delaware limited liability
company (“Highfields GP”) and the General Partner of Highfields Capital
Management; | ||
| (iii) | Highfields Associates LLC, a Delaware limited
liability company (“Highfields Associates”) and the General Partner of the
Funds; | ||
| (iv) | Jonathon S. Jacobson, the Managing Member of
Highfields GP and the Senior Managing Member of Highfields Associates;
| ||
| (v) | Highfields I, a Delaware limited partnership;
| ||
| (vi) | Highfields II, a Delaware limited partnership;
and | ||
| (vii) | Highfields III, an exempted limited partnership organized under the laws of the Cayman Islands. | ||
|
Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Highfields I, Highfields II and Highfields III are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” | |||
| Item 2 | (b). | Address of Principal Business Office or, if None, Residence: | |
| Address for Highfields Capital Management, Highfields GP, Highfields Associates, Mr. Jacobson, Highfields I and Highfields II: | |||
| c/o Highfields Capital Management LP | |||
| 200 Clarendon Street, 59th Floor | |||
| Boston, Massachusetts 02116 | |||
13G/A
| Address for Highfields III: | ||
| State Street (Cayman) Trust Limited | ||
| P.O. Box 896 | ||
| 1 Nexus Way – Suite #5203 | ||
| Heliconia Courtyard, Camana Bay | ||
| Grand Cayman, Cayman Islands | ||
| KY1-1103 | ||
| Item 2 | (c). | Citizenship: |
| Highfields Capital Management – Delaware | ||
| Highfields GP – Delaware | ||
| Highfields Associates – Delaware | ||
| Jonathon S. Jacobson – United States | ||
|
|
|
Highfields I – Delaware |
|
|
|
Highfields II – Delaware |
| Highfields III – Cayman Islands | ||
| Item 2 | (d). | Title of Class of Securities: |
| Class A Common Stock, $0.001 par value | ||
| Item 2 | (e). | CUSIP Number: |
| 45174J103 | ||
| Item 3. | Not applicable. | |
13G/A
| Item 4. | Ownership. |
For Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson:
| (a) |
Amount beneficially owned: 0 shares of Class A Common Stock | ||
| (b) |
Percent of class: 0 % | ||
| (c) |
Number of shares as to which such person has: | ||
| (i) |
Sole power to vote or to direct the vote: 0 | ||
| (ii) |
Shared power to vote or to direct the vote: —0— | ||
| (iii) |
Sole power to dispose or to direct the disposition of: 0 | ||
| (iv) |
Shared power to dispose or to direct the disposition of: —0— | ||
For Highfields I:
| (a) |
Amount beneficially owned: 0 shares of Class A Common Stock | ||
| (b) |
Percent of class: 0 % | ||
| (c) |
Number of shares as to which such person has: | ||
| (i) |
Sole power to vote or to direct the vote: 0 | ||
| (ii) |
Shared power to vote or to direct the vote: —0— | ||
| (iii) |
Sole power to dispose or to direct the disposition of: 0 | ||
| (iv) |
Shared power to dispose or to direct the disposition of: —0— | ||
For Highfields II:
| (a) |
Amount beneficially owned: 0 shares of Class A Common Stock | |
| (b) |
Percent of class: 0 % | |
| (c) |
Number of shares as to which such person has: |
13G/A
| (i) | Sole power to vote or to direct the vote: 0 | |
| (ii) |
Shared power to vote or to direct the vote: —0— | |
| &#x A0; | (iii) |
Sole power to dispose or to direct the disposition of: 0 |
| (iv) |
Shared power to dispose or to direct the disposition of: —0— |
For Highfields III:
| (a) |
Amount beneficially owned: 0 shares of Class A Common Stock | ||
| (b) |
Percent of class: 0 % | ||
| (c) |
Number of shares as to which such person has: | ||
| (i) |
Sole power to vote or to direct the vote: 0 | ||
| (ii) |
Shared power to vote or to direct the vote: —0— | ||
| (iii) |
Sole power to dispose or to direct the disposition of: 0 | ||
| (iv) |
Shared power to dispose or to direct the disposition of: —0— | ||
13G/A
| Item 5. | Ownership of Five Percent or Less of a Class. |
| Yes. | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
|
The shares of Class A Common Stock beneficially owned by Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson are directly owned by the Funds. Highfields Capital Management serves as the investment manager to each of the Funds. Each of Highfields Capital Management, Highfields GP, Highfields Associates, and Mr. Jacobson has the power to direct the receipt of dividends from or the proceeds from the sale of the shares of Class A Common Stock owned by the Funds. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| Not applicable. | |
| Item 8. | Identification and Classification of Members of the Group. |
| See Exhibit 2 attached hereto. | |
| Each Reporting Person disclaims beneficial ownership of the shares of Class A Common Stock beneficially owned by the other Reporting Persons. | |
| Item 9. | Notice of Dissolution of Group. |
| Not applicable. | |
| Item 10. | Certification. |
| Not applicable. |
13G/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| February 14, 2019 | |
|
Date | |
| HIGHFIELDS CAPITAL MANAGEMENT LP | |
| By: Highfields GP LLC, its General Partner
| |
| /s/ Scott D. Pomfret | |
| Signature | |
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS GP LLC | |
| /s/ Scott D. Pomfret | |
| Signature | |
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS ASSOCIATES LLC | |
| /s/ Scott D. Pomfret | |
| Signature | |
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title | |
| JONATHON S. JACOBSON | |
| /s/ Scott D. Pomfret* | |
| Signature | |
| Scott D. Pomfret, Attorney in Fact | |
| Name/Title | |
| * by power of attorney |
13G/A
| HIGHFIELDS CAPITAL I LP | |
| By: Highfields Associates LLC, its General | |
| Partner | |
| /s/ Scott D. Pomfret | |
| Signature | |
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS CAPITAL II LP | |
| By: Highfields Associates LLC, its General | |
| Partner | |
| /s/ Scott D. Pomfret | |
| Signature | |
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS CAPITAL III L.P. | |
| By: Highfields Associates LLC, its General | |
| Partner | |
| /s/ Scott D. Pomfret | |
| Signature | |
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title |
13G/A
EXHIBIT INDEX
| Exhibit 1. | Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. |
| Exhibit 2. | List of Members of Group |
13G/A
Exhibit 1
JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.
| February 14, 2019 | |
| Date | |
| HIGHFIELDS CAPITAL MANAGEMENT LP | |
| By: Highfields GP LLC, its General Partner
| |
| /s/ Scott D. Pomfret | |
| Signature | |
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS GP LLC | |
| /s/ Scott D. Pomfret | |
| Signature | |
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title | |
| HIGHFIELDS ASSOCIATES LLC | |
| /s/ Scott D. Pomfret | |
| Signature | |
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title | |
| JONATHON S. JACOBSON | |
| /s/ Scott D. Pomfret* | |
| Signature |
13G/A
| Scott D. Pomfret, Attorney in Fact | |
| Name/Title | |
| * by power of attorney | |
| HIGHFIELDS CAPITAL I LP |
|
| By: Highfields Associates LLC, its General | |
| Partner |
|
| /s/ Scott D. Pomfret | |
| Signature |
|
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title |
|
| HIGHFIELDS CAPITAL II LP |
|
| By: Highfields Associates LLC, its General | |
| Partner |
|
| /s/ Scott D. Pomfret | |
| Signature |
|
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title |
|
| HIGHFIELDS CAPITAL III L.P. |
|
| By: Highfields Associates LLC, its General | |
| Partner | |
| /s/ Scott D. Pomfret | |
| Signature |
|
| Scott D. Pomfret, Authorized Signatory | |
| Name/Title |
13G/A
Exhibit 2
MEMBERS OF GROUP
| Highfields Capital Management LP |
| Highfields GP LLC |
| Highfields Associates LLC |
| Jonathon S. Jacobson |
| Highfields Capital I LP |
| Highfields Capital II LP |
| Highfields Capital III L.P. |