0000739708-13-000046.txt : 20130912 0000739708-13-000046.hdr.sgml : 20130912 20130912143353 ACCESSION NUMBER: 0000739708-13-000046 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130910 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20130912 DATE AS OF CHANGE: 20130912 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CC Media Holdings Inc CENTRAL INDEX KEY: 0001400891 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 260241222 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53354 FILM NUMBER: 131093869 BUSINESS ADDRESS: STREET 1: 200 EAST BASSE ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 210-832-3314 MAIL ADDRESS: STREET 1: 200 EAST BASSE ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78209 FORMER COMPANY: FORMER CONFORMED NAME: C C Media Holdings Inc DATE OF NAME CHANGE: 20070730 FORMER COMPANY: FORMER CONFORMED NAME: BT Triple Crown Capital Holdings III, Inc. DATE OF NAME CHANGE: 20070524 8-K 1 ccmh8k-091013.htm FORM 8-K ccmh8k-091013.htm






UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
_____________________________
 
FORM 8-K
_____________________________
 
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):   September 10, 2013
 
_____________________________

CC MEDIA HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
_____________________________
 

Delaware
000-53354
26-0241222
(State or other jurisdiction
(Commission File Number)
(I.R.S. Employer
of incorporation)
  
Identification No.)


200 East Basse Road
San Antonio, Texas 78209
(Address of principal executive offices)

Registrant’s telephone number, including area code: (210) 822-2828
 
Not Applicable
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
 
 

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 10, 2013, pursuant to the Amended and Restated By-Laws of CC Media Holdings, Inc. (the “Company”), the Board of Directors of the Company increased the size of the Board of Directors from 12 to 13 and appointed Julia E. C. Brau as a member of the Company’s Board of Directors to fill the vacancy created by the increase in the size of the Board of Directors.

Julia E. C. Brau is a Vice President at Thomas H. Lee Partners, L.P. (“THL”).  Ms. Brau rejoined THL in 2010 after attending Harvard Business School and working as an Associate at the firm from 2006 to 2008.  Prior to THL, Ms. Brau worked at Morgan Stanley & Co. Incorporated in the Investment Banking Division.  Ms. Brau currently serves on the board of directors of Agencyport Software Ltd., a provider of software systems to the insurance industry, as well as the board of directors or the board of managers, as applicable, of the Company’s indirect subsidiaries, Clear Channel Capital I, LLC and Clear Channel Communications, Inc.  Ms. Brau holds a B.A. in Economics from Stanford University and an M.B.A. from Harvard Business School.

Ms. Brau will not receive any compensation for her service on the Company’s Board of Directors.  She will receive the same form of Indemnification Agreement as the other members of the Company’s Board of Directors, which form was filed as Exhibit 10.26 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 30, 2008.  At this time, the Board of Directors does not intend to appoint Ms. Brau as a member of any of the committees of the Board of Directors.

Entities controlled by Bain Capital Partners, LLC (“Bain”) and THL and their respective affiliates (collectively, the “Sponsors”) collectively own all of the outstanding shares of the Company’s Class B common stock and Class C common stock.  These shares represent in the aggregate approximately 69% (whether measured by voting power or economic interest) of the equity of the Company.  In addition, seven members of the Company’s Board of Directors (including Ms. Brau) are employees of Bain or THL.

In connection with the 2008 merger pursuant to which the Company acquired Clear Channel Communications, Inc., the Company and its subsidiaries entered into a number of agreements with the Sponsors and certain of their affiliates, including (1) a management agreement pursuant to which the Sponsors provide management and financial advisory services to the Company and its wholly owned subsidiaries until 2018, at a rate not greater than $15.0 million per year, plus reimbursable expenses, (2) a stockholders agreement relating to voting in elections to the Board of Directors of the Company and the transfer of certain shares and (3) an affiliate transactions agreement with respect to the entry into certain transactions between the Company or its subsidiaries, on the one hand, and the Sponsors or their respective affiliates, on the other hand.  In addition, as a result of the Company’s worldwide reach, the nature of its business and the breadth of investments by the Sponsors, it is not unusual for the Company and its subsidiaries to engage in ordinary course of business commercial transactions with entities in which one or both of the Sponsors directly or indirectly owns a greater than 10% equity interest.  A description of these agreements and commercial transactions is contained in the Company’s Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on March 26, 2013.




 
 
 



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 
CC MEDIA HOLDINGS, INC.
  
       
       
Date: September 12, 2013
By:
/s/ Hamlet T. Newsom, Jr.
  
   
Hamlet T. Newsom, Jr.
  
   
Vice President, Associate General Counsel and
  
   
Assistant Secretary