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iHeartMedia Adopts Short-Term Stockholder Rights Plan
SAN ANTONIO--(BUSINESS WIRE)-- iHeartMedia, Inc. (NASDAQ: IHRT) (“iHeartMedia” or the “Company”) today announced that its Board of Directors (the “Board”)
About this update from Iheartmedia, Inc.
[{"type":"text","content":" SAN ANTONIO--(BUSINESS WIRE)--\niHeartMedia, Inc. (NASDAQ: IHRT) (“iHeartMedia” or the “Company”) today announced that its Board of Directors (the “Board”) has approved the adoption of a short-term stockholder rights plan (the “Rights Plan”) in order to protect the best interests of all iHeartMedia stockholders during the current period of high equity-market volatility and price disruption.\n\n\nThe Board adopted the Rights Plan at this time due to the unprecedented impact of the COVID-19 pandemic on equity market valuations; the complex nature of the Company’s capital structure; to enable all of iHeartMedia’s stockholders to realize the full potential of their investment in the Company in light of the inherent resilience of the Company’s cash flow model and patient capital structure; and to protect the interests of iHeartMedia and its stockholders by deterring any entity, person or group from attempting opportunistically to gain undue influence over or control of iHeartMedia through open market accumulation or other tactics without paying an appropriate control premium. The Rights Plan is designed to ensure the fair treatment of the Company’s stockholders, and to provide the Board and stockholders with the appropriate time to make informed decisions that are in the best interests of iHeartMedia and its stockholders during this period of high market volatility and price disruption. The Rights Plan is not intended to deter iHeartMedia from considering any offers that are fair and otherwise in the best interests of the Company and its stockholders.\n\n\nThe Rights Plan, which was adopted by the Board, is similar to rights plans adopted by other publicly traded companies and includes a number of recognized stockholder protections that emphasize its limited focus and duration (under one year).\n\n\nPursuant to the Rights Plan, the Board has declared a dividend distribution of one right on each outstanding share of iHeartMedia’s Class A common stock, share of Class B common stock and warrant issued in connection with the Company’s plan of reorganization. The record date for such dividend distribution is May 18, 2020.\n\n\nUnder the Rights Plan, subject to certain exceptions, the rights will generally be exercisable only if, in a transaction not approved by the Board, a person or group acquires beneficial ownership of 10% or more of ...