iHeartMedia, Inc.

Process for Exchange of Warrants Following Issuance of Declaratory Ruling by the Federal Communications Commission

On November 5, 2020, the Federal Communications Commission (“FCC”) issued a declaratory ruling (the “Declaratory Ruling”) permitting iHeartMedia, Inc. (“iHeart”) to have up to 100 percent of its equity and voting rights held by foreign entities or individuals, subject to compliance with the FCC’s rules and certain conditions set forth in the Declaratory Ruling. 

This Declaratory Ruling permits the exchange of iHeart Warrants into shares of iHeart Common Stock.

The following is a summary of the process that will apply to the exchange pursuant to the Warrant Agreement* between iHeart and Computershare: 

  • By November 9, 2020, Computershare will send, via First Class U.S. Mail, an Exchange Notice to each Holder of iHeart Warrants, using the contact information for each Holder that is contained in Computershare’s records.
  • The Exchange Notice will notify such Holders that the deadline for Holders to return Election and Certification forms (“Exchange Forms”) necessary to participate in the Exchange (the “Exchange Deadline”) is 11:59 pm ET on December 4, 2020, and that the Exchange will occur on January 8, 2021 (the “Exchange Date”). The Exchange Notice will also provide Holders with instructions for submitting their Exchange Forms.
  • All Holders that submit their Exchange Forms by the Exchange Deadline (except for those who elect to retain Warrants) will have their Warrants exchanged for Common Stock on the Exchange Date, subject to iHeart’s review of Holders’ Exchange Forms to ensure compliance with the Declaratory Ruling, the Communications Act, and the FCC’s rules. iHeart has determined to waive the $0.001 per warrant exercise price in connection with the Exchange.   
  • Between the issuance of the Exchange Notice and the Exchange Date, Holders of Warrants will not be permitted to transfer their Warrants, nor will any Warrants be exchanged.
  • Holders that fail to submit their Exchange Forms by the Exchange Deadline will not have their Warrants exchanged on the Exchange Date and will instead retain their Warrants. Such Holders may be able to exchange their Warrants after the Exchange Date by contacting Computershare for instructions.

If you have questions, please contact the Computershare Call Center at (800)736-3001 within the United States, or outside of the United States +1(781)575-3100.

* The Exchange is governed by the Warrant Agreement dated May 1, 2019, between iHeart, and Computershare Inc. and its wholly-owned subsidiary Computershare Trust Company, N.A. (together with Computershare Inc., “Computershare”).  In the event of a conflict between the Warrant Agreement and this summary (other than with respect to the payment of the exercise price for the exchange of Warrants in the Exchange), the Warrant Agreement will control.