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Federal Communications Commission DA 19-322 Before the Federal Communications Commission Washington, D.C. 20554 in the Matter Of

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Federal Communications Commission DA 19-322 Before the Federal Communications Commission Washington, D.C. 20554 in the Matter Of Federal Communications Commission DA 19-322 Before the Federal Communications Commission Washington, D.C. 20554 In the Matter of ) ) iHeart Media, Inc., Debtor-in-Possession ) Seeks Approval to Transfer Control of and ) Assign FCC Authorizations and Licenses ) ) AMFM Radio Licenses, LLC, as ) BALH-20181009AAX et al. Debtor-in-Possession ) (Assignor) ) and ) AMFM Radio Licenses, LLC, ) (Assignee) ) ) AMFM Texas Licenses, LLC, as Debtor-in- ) BALH-20181009AEM et al. Possession ) (Assignor) ) and ) AMFM Texas Licenses, LLC ) (Assignee) ) ) Capstar TX, LLC, as Debtor-in-Possession ) BALH-20181009AEV et al. (Assignor) ) and ) Capstar TX, LLC ) (Assignee) ) ) Citicasters Licenses, Inc., as Debtor-in- ) BALH-20181009ARH et al. Possession ) (Assignor) ) and ) Citicasters Licenses, Inc. ) (Assignee) ) ) Clear Channel Broadcasting Licenses, Inc., as ) BAL-20181009AZD et al. Debtor-in-Possession ) (Assignor) ) and ) Clear Channel Broadcasting Licenses, Inc. ) (Assignee) ) ) AMFM Broadcasting Licenses, LLC, as ) BALH-20181009BET et al. Debtor-in-Possession ) (Assignor) ) and ) AMFM Broadcasting Licenses, LLC ) (Assignee) ) Federal Communications Commission DA 19-322 ) CC Licenses, LLC, as Debtor-in-Possession ) BALH-20181009BGM et al. (Assignor) ) and ) CC Licenses, LLC ) (Assignee) ) ) For Consent to Assignment of Licenses ) ) AMFM Broadcasting, Inc., as Debtor-in-Possession ) BTC-20181009BES (Transferor) ) and ) AMFM Broadcasting, Inc. ) (Transferee) ) ) For Consent to Transfer of Control ) ) Citicasters Licenses, Inc., as Debtor-in- ) BALH-20181026AAD Possession ) (Assignor) ) and ) Sun and Snow Station Trust LLC ) (Assignee) ) ) AMFM Radio Licenses, LLC, as Debtor-in ) BALH-20181026AAF Possession ) (Assignor) ) and ) Sun and Snow Station Trust LLC ) (Assignee) ) ) For Consent to Assignment of Licenses ) ) CC Licenses, LLC, As Debtor-in-Possession ) BAPFT-20181023ABB (Assignor) ) and ) CC Licenses, LLC ) (Assignee) ) ) Capstar TX, LLC, as Debtor-in-Possession ) BAPFT-20181220AAG et al. (Assignor) ) and ) Capstar TX, LLC ) (Assignee) ) ) For Consent to Assignment of Construction ) Permit ) 2 Federal Communications Commission DA 19-322 Citicasters Licenses Inc., as Debtor-in-Possession ) BAPFT-20181220AAO et al. (Assignor) ) and ) Citicasters Licenses, Inc. ) (Assignee) ) ) For Consent to Assignment of Construction ) Permits ) MEMORANDUM OPINION AND ORDER Adopted: April 24, 2019 Released: April 24, 2019 By the Chief, Audio Division, Media Bureau: I. INTRODUCTION 1. The Media Bureau (Bureau) has under consideration the captioned assignment and transfer of control applications, as amended, (Assignment Applications, Transfer Applications and Divestiture Applications, respectively, as appropriate)1 filed by wholly-owned subsidiaries of iHeart Media, Inc.., Debtor-in-Possession (iHeart).2 The Assignment Applications and one Transfer Application request Commission consent to implement the Joint Plan of Reorganization of iHeart Media, Inc. and its Debtor Affiliates pursuant to Chapter 11 of the Bankruptcy Code3 by which iHeart and certain of its direct and indirect subsidiaries will emerge from bankruptcy as reorganized entities. Each of the Assignment and Transfer Applications requests Commission consent to the assignment or transfer of control of iHeart license subsidiaries from the current ownership as debtors-in-possession to reconstituted entities owned by the new shareholders of iHeart (Reorganized iHeart) in connection with the Reorganization. The Commission has received no petitions to deny or informal objections to the Applications. II. BACKGROUND 2. The Transaction. Under the Plan, iHeart proposes to cancel existing debt of iHeart and to issue, in exchange therefor, among other things, securities in Reorganized iHeart, which securities shall consist of a combination of (i) Class A Common Stock, which will entitle holders to vote for directors of 1 The Assignment Applications and Transfer Applications were filed on October 9, 2018 and accepted for filing on October 12, 2018. See Broadcast Applications, Public Notice, Report No. 29340 (Oct. 12, 2018). The Divestiture Applications were filed on October 26, 2018 and accepted for filing on October 31, 2018. See Broadcast Applications, Public Notice, Report No. 29353 (Oct. 31, 2018). A list of the stations that are the subject of the proposed transfers and assignments and, for each, its call sign, community of license, facility ID number and assignment or transfer application file number, is attached as the Appendix. 2 See 47 U.S.C. § 310(d). 3 See Assignment Applications, Attachment 5, and Transfer Application, Attachment X, Fifth Amended Joint Plan of Reorganization of iHeart Media, Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code (Joint Plan) and Supplements thereto. The United States Bankruptcy Court for the Southern District of Texas approved the Joint Plan on January 22, 2019. iHeart Media, Inc. et al., Findings of Fact, Conclusions of Law, and Order Confirming the Modified Fifth Amended Joint Chapter 11 Plan of Reorganization of iHeartMedia, Inc. and its Debtor Affiliates Pursuant to Chapter 11 of the Bankruptcy Code, Case No. 18-31274 (MI) (Bankr. S.D.TX, entered Jan. 22, 2019) submitted in Attachment 5 of the Assignment Applications and Attachment 7 of the Transfer Application. 3 Federal Communications Commission DA 19-322 Reorganized iHeart; (ii) Class B Common Stock, which will not entitle holders to vote for directors of Reorganized iHeart and is intended to be non-attributable for purposes of the Commission’s ownership and attribution rules; and (iii) Special Warrants which will be exercisable for common stock of Reorganized iHeart subject to certain conditions. Upon iHeart’s emergence from bankruptcy, all of the existing capital stock of iHeart will be cancelled, and all of the new stock will be distributed to holders of debt and other creditors of iHeart and/or their designees. Following the consummation of the transactions involved here, no single person or entity, or group of commonly-controlled persons or entities, will hold a controlling interest in Reorganized iHeart;4 iHeart also states that no person or entity other than iHeart, its license-holding subsidiaries, its other iHeart subsidiaries, and the listed officers and directors will hold an attributable interest in the reconstituted iHeart. 3. iHeart currently exceeds the local radio ownership rule limit in Section 73.3555(a)(1) of the Commission’s rules (Rules)5 in two markets.6 iHeart’s ownership of those stations is grandfathered pursuant to Note 4 of Section 73.3555.7 Note 4 permits existing over-limit station combinations to continue until certain events occur, in which case grandfathering terminates and the licensee must come into compliance with the multiple ownership limits of Section 73.3555(a).8 The filing of a long-form transfer of control application, such as the Transfer Applications, is one of these triggering events.9 In order to comply with the local radio ownership rule, the Parties have filed the Divestiture Applications seeking consent to the assignment of the licenses of Stations KSNR(FM), Fisher, Minnesota and WHFX(FM), Darien, Georgia (Trust Stations) to the Sun and Snow Station Trust LLC (SST). iHeart also requests that any Commission approval of the Transfer Applications include authority for the shareholders of Reorganized iHeart to acquire control of: (1) any authorization issued to iHeart or its subsidiaries relating to their broadcast businesses while the Transfer Applications are pending before the Commission and during the period required for consummation of the Transfer of Control; and (2) any applications filed by iHeart or its subsidiaries relating to their broadcast businesses that are pending at the time of consummation. It claims that such action would be consistent with prior Commission decisions.10 III. DISCUSSION 4. Section 310(d) of the Act provides that no station license shall be transferred or assigned until the Commission determines that the public interest, convenience, and necessity will be served.11 In 4 iHeart indicates that, upon consummation of the Plan, the board of directors of Reorganized iHeart will consist of seven voting members, Applications, Comprehensive Exhibit, at 4 and Attachment B. Those seven directors are, at present: Kamakshi Sivaramakrishnan; Sean Mahoney; Brad Gerstner; Gary Barber; Jay Rasulo; Robert W. Pittman (Chairman, also Chief Executive Officer of iHeartMedia, Inc.); and Richard J. Bressler (also President, Chief Operating Officer, and Chief Financial Officer of iHeartMedia, Inc.) 5 47 CFR § 73.3555(a)(1). 6 Brunswick, Georgia; and Grand Forks, North Dakota-Minnesota. 7 47 CFR § 73.3555, Note 4. 8 Id. 9 Id. 10 Application, Comprehensive Exhibit at 7, citing Applications of AT&T Inc. and Cellco Partnership d/b/a Verizon Wireless, Memorandum Opinion and Order, 25 FCC Rcd 8704, 8773, ¶ 165 (2010); SBC Communications Inc. and AT&T Corp. Applications for Approval of Transfer of Control, Memorandum Opinion and Order, 20 FCC Rcd 18290, 18392, ¶ 212 (2005); Applications of AT&T Wireless Services, Inc. and Cingular Wireless Corp. for Consent to Transfer Control of Licenses and Authorizations, Memorandum Opinion and Order, 19 FCC Rcd 21522, 21626, ¶ 275 (2004). 11 Section 310(d) requires that the Commission consider any such applications as if the proposed transferee were applying for the licenses directly. 47 U.S.C. § 310(d). See, e.g., SBC Communications Inc. and AT&T Corp. Applications for Approval of Transfer of
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