	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

iHeartMedia, Inc.

(Name of Issuer)

Class A Common Stock, par value $.001 per share

(Title of Class of Securities)

043436104

(CUSIP Number)

David C. Abrams

c/o Abrams Capital Management, L.P.

222 Berkeley Street, 21st Floor

Boston, MA 02116
617-646-6100

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 14, 2018

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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 disclosures provided in a prior cover page.

The information required on 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).

1	Names of Reporting Persons. Abrams Capital Partners II, L.P. Abrams Capital, LLC Abrams Capital Management, LLC Abrams Capital Management, L.P. David Abrams
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) [ ]
	(b) [ ]
3	SEC Use Only
4	Source of Funds (See Instructions): WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Abrams Capital Partners II, L.P. – Delaware Abrams Capital, LLC – Delaware Abrams Capital Management, LLC – Delaware Abrams Capital Management, L.P. – Delaware David Abrams – United States
Number of Shares Beneficially Owned by Each Reporting Person With		7	Sole Voting Power
			Abrams Capital Partners II, L.P. – 0 shares Abrams Capital, LLC – 0 shares Abrams Capital Management, LLC – 0 shares Abrams Capital Management, L.P. – 0 shares David Abrams – 0 shares
		8	Shared Voting Power
			Abrams Capital Partners II, L.P. – 14,456,097 shares Abrams Capital, LLC – 15,473,367 shares Abrams Capital Management, LLC – 16,761,917 shares Abrams Capital Management, L.P. – 16,761,917 shares David Abrams – 16,761,917 shares
		9	Sole Dispositive Power
			Abrams Capital Partners II, L.P. – 0 shares Abrams Capital, LLC – 0 shares Abrams Capital Management, LLC – 0 shares Abrams Capital Management, L.P. – 0 shares David Abrams – 0 shares
		10	Shared Dispositive Power
			Abrams Capital Partners II, L.P. – 14,456,097 shares Abrams Capital, LLC – 15,473,367 shares Abrams Capital Management, LLC – 16,761,917 shares Abrams Capital Management, L.P. – 16,761,917 shares David Abrams – 16,761,917 shares
11	Aggregate Amount Beneficially Owned by Each Reporting Person Abrams Capital Partners II, L.P. – 14,456,097 shares Abrams Capital, LLC – 15,473,367 shares Abrams Capital Management, LLC – 16,761,917 shares Abrams Capital Management, L.P. – 16,761,917 shares David Abrams – 16,761,917 shares
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ]
13	Percent of Class Represented by Amount in Row (11) Abrams Capital Partners II, L.P. – 45.8% Abrams Capital, LLC – 49.1% Abrams Capital Management, LLC – 53.1% Abrams Capital Management, L.P. – 53.1% David Abrams – 53.1%
14	Type of Reporting Person (See Instructions) Abrams Capital Partners II, L.P. – OO (Limited Partnership) Abrams Capital, LLC – OO (Limited Liability Company) Abrams Capital Management, LLC – OO (Limited Liability Company) Abrams Capital Management, L.P. – OO (Limited Partnership) David Abrams – IN

AMENDMENT NO. 1 TO SCHEDULE 13D

This Amendment No. 1 to Schedule 13D (this “Amendment”) relates to Class A Common Stock (“Class A Common Stock”) of iHeartMedia, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 20880 Stone Oak Parkway, San Antonio, Texas 78258. This Amendment is being filed by the Reporting Persons to amend the Schedule 13D originally filed by the Reporting Persons on November 29, 2011 (the “Original 13D,” as amended hereby, the “Schedule 13D”).

This Amendment is being filed to amend and supplement Items 3, 4, 5, 6 and 7 of the Schedule 13D as set forth below.

Item 3. Source and Amount of Funds or Other Consideration

Abrams Capital Partners II, L.P. (“ACP II”) acquired the shares of Class A Common Stock referenced in Item 5(c) below in a private purchase for an aggregate purchase price of $1,600,000. The purchase price was paid out of working capital.

Item 4. Purpose of Transaction

The Reporting Persons acquired the shares of Class A Common Stock reported herein for investment purposes and not with any current intent, purpose or effect of changing control of the Issuer. While the Reporting Persons own in aggregate 53.1% of the Issuer’s outstanding Class A Common Stock, such ownership represents approximately 18.4% of the voting power of the Issuer’s capital stock, as the Issuer has outstanding 555,556 shares of Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), and 58,967,502 shares of Class C Common Stock, par value $0.001 per share (the “Class C Common Stock”). Each holder of Class A Common Stock is entitled to one vote for each share of Class A Common Stock held. Each holder of Class B Common Stock is entitled to a number of votes for each share of Class B Common Stock held that is equal to the number obtained by dividing (a) the sum of the total number of shares of Class B Common Stock outstanding as of the record date for such vote and the number of shares of Class C Common Stock outstanding as of the record date for such vote by (b) the number of shares of Class B Common Stock outstanding as of the record date for such vote. Except as otherwise required by law, the holders of outstanding shares of Class C Common Stock are not entitled to any votes upon any matters presented to the Issuer’s stockholders.

The number of outstanding shares referred the immediately preceding paragraph is based upon the statements in the Issuer’s Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on November 8, 2018 (the “10-Q”) as to the number of shares of Class B Common Stock and Class C Common Stock outstanding as of November 5, 2018. The Issuer also states in the 10-Q that that there were 31,538,017 shares of Class A Common Stock outstanding as of November 5, 2018. Percentage calculations in the Schedule 13D are based on such statements.

The Reporting Persons may acquire additional shares of Class A Common Stock and other securities of the Issuer from time to time or may dispose of any or all of such shares or other securities held by them at any time.

The Reporting Persons intend to evaluate on an ongoing basis their investment in the Issuer and their options with respect to such investment. Mr. Abrams currently serves as a member of the board of directors of the Issuer.

The Reporting Persons reserve the right to change their purpose and to formulate and implement plans or proposals with respect to the Issuer at any time and from time to time. Any such action may be made by the Reporting Persons alone or in conjunction with other shareholders, potential acquirers, financing sources and/or other third parties and could include one or more purposes, plans or proposals that relate to or would result in actions required to be reported herein in accordance with Item 4 of Schedule 13D.

Item 5. Interest in Securities of the Issuer

(a) and (b) See Items 7-11 of the cover pages.

Shares reported herein for ACP II represent shares beneficially owned by ACP II. Shares reported herein for Abrams Capital, LLC (“Abrams Capital”) represent shares beneficially owned by ACP II and other private investment funds for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (“Abrams CM LP”) and Abrams Capital Management, LLC (“Abrams CM LLC”) represent the above-referenced shares beneficially owned by ACP II and shares beneficially owned by other private investment funds for which Abrams CM LP serves as investment manager. Abrams CM LLC is the general partner of Abrams CM LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and Abrams CM LLC. Mr. Abrams is the managing member of Abrams Capital and Abrams CM, LLC. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.

(c) The Reporting Persons have not conducted any transactions in securities of the Issuer during the past 60 days, except that on December 14, 2018 ACP II purchased an aggregate of 9,950,510 shares of Class A Common Stock for an aggregate purchase price of $1,600,000 in a private purchase pursuant to a Stock Purchase Agreement dated as of such date among ACP II and the Highfields Sellers named therein. The foregoing description is qualified in its entirety by reference to the full text of the Stock Purchase Agreement that is filed as Exhibit 99.1 hereto and is incorporated by reference to this Item 5(c).

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 5(c) is incorporated herein by reference.

Item 7. Material to Be Filed as Exhibits

Exhibit 99.1

Stock Purchase Agreement by and among ACP II and the Highfields Sellers named therein, dated December 14, 2018.

Exhibit 99.2

Joint Filing Agreement by and among the Reporting Persons, incorporated by reference to Exhibit 99.1 to the Original Schedule 13D.

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.

Date: December 17, 2018

	ABRAMS CAPITAL PARTNERS II, L.P.
	By: Abrams Capital, LLC,
	Its General Partner

	By: /s/ David Abrams
	Name: David Abrams
	Title: Managing Member


	ABRAMS CAPITAL, LLC

	By: /s/ David Abrams
	Name: David Abrams
	Title: Managing Member


	ABRAMS CAPITAL MANAGEMENT, LLC

	By: /s/ David Abrams
	Name: David Abrams
	Title: Managing Member


	ABRAMS CAPITAL MANAGEMENT, L.P.
	By: Abrams Capital Management, LLC,
	Its General Partner

	By: /s/ David Abrams
	Name: David Abrams
	Title: Managing Member


	David Abrams

	By: /s/ David Abrams
	Name: David Abrams
	Title: Individually

Exhibit 99.1

Stock Purchase Agreement

This Stock Purchase Agreement (this “Agreement”) is entered into as of December 14, 2018, by the Highfields Sellers (as defined below), severally and not jointly, and Abrams Capital Partners II, L.P. (the “Purchaser”).

Recitals:

A. The Highfields Sellers (as set forth on Exhibit A hereto, and collectively, the “Highfields Sellers”) are the record owners of an aggregate 9,950,510 shares of the Class A common stock, par value $.001 per share, of iHeartMedia, Inc. (the “Company”), in the amounts shown on Exhibit A (collectively, the “Shares”).

B. The Highfields Sellers desire to sell, transfer and assign the Shares to the Purchaser for payment of an aggregate purchase price equal to $1,600,000 (the “Purchase Price”), allocated among the Highfields Sellers as shown on Exhibit A.

C. The Purchaser desires to acquire all of the Highfields Sellers’ right, title and interest to the Shares and to assume all of the Highfields Sellers’ obligations related to the Shares.

Agreement:

Sale and Purchase of Shares. Effective as of the date hereof, and subject to the terms and conditions of this Agreement, each Highfields Seller hereby sells to the Purchaser, and the Purchaser hereby purchases from each Highfields Seller, such Highfields Seller’s Shares for such Highfields Seller’s allocated share of the Purchase Price. The sale and the purchase of the Shares shall include all of each Highfields Seller’s right, title and interest in and relating to the Shares, including any distributions made on or after the date hereof that arise from, relate to, or are connected with, in any manner whatsoever, directly or indirectly, the Shares and the claims included within the Shares, whether attributable to periods prior to the date hereof or thereafter.

Deliveries. Each Highfields Seller hereby delivers to the Purchaser such Seller’s Shares and the Purchaser hereby delivers to each Highfields Seller such Highfields Seller’s allocable share of the Purchase Price by wire transfer of immediately available funds to an account designated by such Highfields Seller.

Representations of the Highfields Sellers. In connection with the transfer of the Shares hereunder to The Purchaser, each Highfields Seller, severally and not jointly, and as to itself only, hereby represents and warrants to the Purchaser as follows:

Transfer for Own Account. The Highfields Seller is selling the Shares for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”).

Exhibit 99.1

Authorization. The Highfields Seller has all requisite power and authority to execute and deliver this Agreement, to sell its Shares and to carry out and perform its obligations under the terms of this Agreement. All action on the part of the Highfields Seller necessary for the authorization, execution, delivery and performance of this Agreement, and the performance of all of the Highfields Seller’s obligations under this Agreement, has been taken. This Agreement, when executed and delivered by the Highfields Seller, will constitute a valid and legally binding obligation of the Highfields Seller, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

Title to Shares; Power to Transfer. The Highfields Seller is the sole beneficial and legal owner of its Shares, free and clear of all liens, encumbrances and restrictions apart from any restrictions on transfer imposed under applicable securities laws. Applicable restrictions on transfer imposed in connection with the bankruptcy proceedings of the Company pending in the Bankruptcy Court for the Southern District of Texas (the “iHeart Case”) have been waived by the relevant parties as of the date hereof.

Tax Advisors. The Highfields Seller has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. The Highfields Seller understands that it shall be responsible for its own tax liability that may arise as a result of this Agreement and the transactions contemplated hereby.

Litigation. There is no action, suit, proceeding or investigation pending or, to the Highfields Seller’s knowledge, currently threatened against the Highfields Seller that questions the validity of this Agreement or the right of the Highfields Seller to enter into this Agreement or to consummate the transactions contemplated hereby. There is no action or suit by the Highfields Seller pending or threatened against the Company or against others related to the Shares.

Disclosure. The Highfields Seller (i) is a sophisticated investor familiar with transactions similar to those contemplated by this Agreement, (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Shares, (iii) has negotiated this Agreement on an arm’s-length basis and has had an opportunity to consult with its legal, tax and financial advisors concerning this Agreement and its subject matter and (iv) has independently and without reliance upon the Purchaser, and based on such information and the advice of such advisors as the Highfields Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. The Highfields Seller agrees, to the fullest extent permitted by law, that neither the Purchaser, nor any of its affiliates or any of its directors, officers, employees, agents, advisors or representatives, shall have any liability or

Exhibit 99.1

responsibility whatsoever to the Highfields Seller on any basis (including, without limitation, in contract or tort, under federal or state laws or otherwise) based upon any representations or warranties made by the Purchaser, or its agents or representatives, that are not specifically contained or referenced in this Agreement. The Highfields Seller acknowledges that the Purchase Price represents a negotiated price and may not reflect the fair market value of the Shares.

Sophisticated the Highfields Seller. The Highfields Seller acknowledges that (i) the Purchaser currently may have, and later may come into possession of, information with respect to the Company that is not known to the Highfields Seller and that may be material to a decision to sell the Shares (“the Highfields Seller Excluded Information”), (ii) the Highfields Seller has determined to sell the Shares notwithstanding its lack of knowledge of the Highfields Seller Excluded Information, and (iii) the Purchaser shall have no liability to the Highfields Seller, and the Highfields Seller waives and releases any claims that it might have against the Purchaser whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Highfields Seller Excluded Information in connection with the sale of the Shares and the Agreement.

Representations and Warranties of the Purchaser. In connection with the transfer of the Shares hereunder from the Highfields Sellers, the Purchaser hereby represents and warrants to each Highfields Seller as follows:

Investment Intent. The Purchaser is acquiring the Shares for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in connection with, any distribution thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. The Purchaser further represents that it does not have any contract, undertaking, agreement or arrangement with any person or entity to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to any of the Shares.

The Purchaser’s Qualifications. The Purchaser has substantial experience in evaluating and investing in transactions of securities in companies similar to the Company and acknowledges that the Purchaser can protect its own interests. The Purchaser has such knowledge and experience in financial and business matters so that the Purchaser is capable of evaluating the merits and risks of its investment in the Company. The Purchaser can bear the economic risk of the Purchaser’s investment and is able, without impairing the Purchaser’s financial condition, to hold the Shares for an indefinite period of time and to suffer a complete loss of the Purchaser’s investment.

Rule 144. The Purchaser acknowledges that the Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which permit resale of shares purchased in a private placement subject to the satisfaction of certain conditions. The Purchaser

Exhibit 99.1

acknowledges that, in the event the applicable requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Shares.

Authorization. The Purchaser has all requisite power and authority to execute and deliver this Agreement, to purchase the Shares and to carry out and perform its obligations under the terms of this Agreement. All actions on the part of the Purchaser necessary for the authorization, execution, delivery and performance of this Agreement, and the performance of all of the Purchaser’s obligations under this Agreement, have been taken. This Agreement, when executed and delivered by the Purchaser, will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally; and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies or by general principles of equity.

Tax Advisors. The Purchaser has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax consequences of this Agreement and the transactions contemplated hereby. The Purchaser understands that it shall be responsible for its own tax liability that may arise as a result of this Agreement or the transactions contemplated hereby.

Litigation. There is no action, suit, proceeding or investigation pending or, to the Purchaser’s knowledge, currently threatened against the Purchaser that questions the validity of this Agreement or the right of the Purchaser to enter into this Agreement or to consummate the transactions contemplated hereby.

Sophisticated Transferee. The Purchaser acknowledges that (i) the Highfields Sellers currently may have, and later may come into possession of, information with respect to the Company that is not known to the Purchaser and that may be material to a decision to purchase the Shares (“Purchaser Excluded Information”), (ii) the Purchaser has determined to purchase the Shares notwithstanding its lack of knowledge of the Purchaser Excluded Information, and (iii) the Highfields Sellers shall have no liability to the Purchaser, and the Purchaser waives and releases any claims that it might have against the Highfields Sellers, whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Purchaser Excluded Information in connection with the purchase of the Shares and the Agreement.

Bankruptcy Proceedings of the Company.

Notice of Intent to Transfer. The parties hereto have timely provided notice of intent to transfer to the Shares to the Company in the iHeart Case.

Retained Rights. The Purchaser acknowledges that it has not obtained any interest in any claims or non-specific rights (the “Retained Rights”) the Highfields Sellers

Exhibit 99.1

may have in connection with the iHeart Case other than those related to the Shares, and no action shall be taken by the Purchaser in the iHeart Case to assert an interested in such Retained Rights.

Substitution. Each Highfields Seller further agrees that the Purchaser is hereby authorized to, and the Highfields Seller hereby consents to (i) the substitution of the Purchaser for the Highfields Seller to the extent of the Shares in relation to the iHeart Case, (ii) the Purchaser voting the Shares and (iii) the assertion by the Purchaser as to its rights with respect to the Shares and Purchaser’s ownership of the Shares, including without limitation the submission of the Company’s Media and Foreign Ownership Certification and any related documents.

Further Assurances. The parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement. If any payment related to the Shares is received by any of the Highfields Sellers, each such Highfields Seller shall receive and hold such payment in trust for the benefit of the Purchaser, and shall promptly convey to the Purchaser the entirety of such payment.

General Provisions.

Amendment. Except as expressly provided herein, neither this Agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument referencing this Agreement and signed by the Highfields Sellers and the Purchaser.

Governing Law. This Agreement shall be governed in all respects by the internal laws of the Commonwealth of Massachusetts, without regard to principles of conflicts of law.

Successors and Assigns. The provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.

Entire Agreement. This Agreement, including the exhibits attached hereto and the documents referred to herein, constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof. No party shall be liable or bound to any other party in any manner with regard to the subjects hereof or thereof by any warranties, representations or covenants except as specifically set forth herein or therein.

Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties actually executing such counterparts, and all of which together shall constitute one instrument.

Exhibit 99.1

[Signatures on following page]

Exhibit 99.1

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

	THE HIGHFIELDS SELLERS:

	Highfields Capital I LP

	By: Highfields Capital Management LP, the Management Company


	By: /s/ Jennifer Stier

	Name: Jennifer Stier
	Title: Managing Director and Chief Operating Officer


	Highfields Capital II LP

	By: Highfields Capital Management LP, the Management Company


	By: /s/ Jennifer Stier
	Name: Jennifer Stier
	Title: Managing Director and Chief Operating Officer

	Highfields Capital III L.P.

	By: Highfields Capital Management LP, the Management Company


	By: /s/ Jennifer Stier
	Name: Jennifer Stier
	Title: Managing Director and Chief Operating Officer

	Address: Attn: Legal & Compliance Group
	200 Clarendon Street, 59^th Floor
	Boston, MA 02116

Exhibit 99.1

	THE PURCHASER:

	Abrams Capital Partners II, L.P.

	By: Abrams Capital Management, L.P., its investment manager


	By: /s/ David Abrams
	Name: David Abrams
	Title: Managing Member of its General Partner

	Address: 222 Berkeley Street, 21st Fl.
	Boston, MA 02116

Exhibit 99.1

EXHIBIT A

List of Highfields Sellers, Shares and Purchase Price

Highfields Seller	Number of Shares	Purchase Price

Highfields Capital I LP	827,466	$133,053

Highfields Capital II LP	2,820,796	$453,572

Highfields Capital III L.P.	6,302,248	$1,013,375

TOTAL	9,950,510	$1,600,000