0000950157-22-000440.txt : 20220415 0000950157-22-000440.hdr.sgml : 20220415 20220415171834 ACCESSION NUMBER: 0000950157-22-000440 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20220413 FILED AS OF DATE: 20220415 DATE AS OF CHANGE: 20220415 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Groom Simon CENTRAL INDEX KEY: 0001900825 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38987 FILM NUMBER: 22830630 MAIL ADDRESS: STREET 1: C/O GROOM HILL STREET 2: 24 BOULEVARD PRINCESSE CHARLOTTE CITY: MONACO STATE: O9 ZIP: 98000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Global Media & Entertainment Investments Ltd CENTRAL INDEX KEY: 0001843670 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38987 FILM NUMBER: 22830632 BUSINESS ADDRESS: STREET 1: C/O RHONE, BLDG. 2, WESTERN BUS. CNTR. STREET 2: MT. PLEASANT VLG., WESTERN RD, SP63131 CITY: NASSAU STATE: C5 ZIP: 00000 BUSINESS PHONE: 377 97 70 23 00 MAIL ADDRESS: STREET 1: C/O RHONE, BLDG. 2, WESTERN BUS. CNTR. STREET 2: MT. PLEASANT VLG., WESTERN RD, SP63131 CITY: NASSAU STATE: C5 ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: Honeycomb Investments Ltd DATE OF NAME CHANGE: 20210201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hill James W. CENTRAL INDEX KEY: 0001901768 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38987 FILM NUMBER: 22830629 MAIL ADDRESS: STREET 1: C/O GROOM HILL STREET 2: 24 BOULEVARD PRINCESSE CHARLOTTE CITY: MONACO STATE: O9 ZIP: 98000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Global Media & Entertainment Investments Trust CENTRAL INDEX KEY: 0001900899 STATE OF INCORPORATION: C5 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38987 FILM NUMBER: 22830631 BUSINESS ADDRESS: STREET 1: C/O GROOM HILL STREET 2: 24 BOULEVARD PRINCESSE CHARLOTTE CITY: MONACO STATE: O9 ZIP: 98000 BUSINESS PHONE: 377 97 70 23 00 MAIL ADDRESS: STREET 1: C/O GROOM HILL STREET 2: 24 BOULEVARD PRINCESSE CHARLOTTE CITY: MONACO STATE: O9 ZIP: 98000 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tabor Michael CENTRAL INDEX KEY: 0001901348 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38987 FILM NUMBER: 22830628 MAIL ADDRESS: STREET 1: C/O GROOM HILL STREET 2: 24 BOULEVARD PRINCESSE CHARLOTTE CITY: MONACO STATE: O9 ZIP: 98000 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: iHeartMedia, Inc. CENTRAL INDEX KEY: 0001400891 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 260241222 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 20880 STONE OAK PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78258 BUSINESS PHONE: 210-822-2828 MAIL ADDRESS: STREET 1: 20880 STONE OAK PARKWAY CITY: SAN ANTONIO STATE: TX ZIP: 78258 FORMER COMPANY: FORMER CONFORMED NAME: CC Media Holdings Inc DATE OF NAME CHANGE: 20090721 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 3 1 form3.xml X0206 3 2022-04-13 0 0001400891 iHeartMedia, Inc. IHRT 0001843670 Global Media & Entertainment Investments Ltd BLDG. 2 W. BUS. CTR. MT. PLSNT. VLG. W. RD SP 63131 NASSAU C5 BAHAMAS true 0001900899 Global Media & Entertainment Investments Trust 24 BOULEVARD PRINCESSE CHARLOTTE MONACO O9 98000 MONACO true 0001900825 Groom Simon 24 BOULEVARD PRINCESSE CHARLOTTE MONACO O9 98000 MONACO true 0001901768 Hill James W. 24 BOULEVARD PRINCESSE CHARLOTTE MONACO O9 98000 MONACO true 0001901348 Tabor Michael 24 BOULEVARD PRINCESSE CHARLOTTE MONACO O9 98000 MONACO true Class A common stock 12104196 D Class A common stock 12104196 I By The Global Media & Entertainment Investments Trust Class A common stock 12104196 I By Michael Tabor as beneficiary of The Global Media & Entertainment Investments Trust No securities are beneficially owned by Simon Groom 0 D No securities are beneficially owned by James Hill 0 D The Global Media & Entertainment Investments Trust (the "Trust") is the sole stockholder of Global Media & Entertainment Investments Ltd ("GMEI") and may be deemed to indirectly beneficially own the shares owned directly by GMEI. Michael Tabor is the beneficiary of the Trust and may be deemed to indirectly beneficially own the shares directly owned by GMEI. Simon Groom, as a trustee of the Trust, does not have a pecuniary interest in the shares directly owned by GMEI and as such is not a beneficial owner for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). James Hill, as a trustee of the Trust, does not have a pecuniary interest in the shares directly owned by GMEI and as such is not a beneficial owner for purposes of Section 16 of the Exchange Act. The filing of this Form 3 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any. Exhibit List: Exhibit 24 - Power of Attorneys, Exhibit 24.1 - Power of Attorney for GMEI, Exhibit 24.2 - Power of Attorney for The GMEI Trust, Exhibit 24.3 - Power of Attorney for Mr. Groom, Exhibit 24.4 - Power of Attorney for Mr. Hill, Exhibit 24.5 - Power of Attorney for Mr. Tabor /s/ Bethany Pfalzgraf /s/ Jill Refvem, attys-in-fact, GMEI 2022-04-15 /s/ Jill Refvem, atty-in-fact, The GMEI Trust 2022-04-15 /s/ Jill Refvem, atty-in-fact, Mr. Groom 2022-04-15 /s/ Jill Refvem, atty-in-fact, Mr. Hill 2022-04-15 /s/ Bethany Pfalzgraf /s/ Jill Refvem, attys-in-fact, Mr. Tabor 2022-04-15 EX-24 2 ex24-1.htm POWER OF ATTORNEY
Exhibit 24.1

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Douglas Dolan, Jill Refvem, Bethany Pfalzgraf, Ryan Patrone and Zoe Egelman, any two of such persons signing jointly, as the undersigned’s true and lawful attorneys-in-fact, solely in connection with the undersigned’s ownership, acquisition or disposition of the securities of iHeartMedia, Inc., to:

(1) prepare and execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Sections 13(d) or 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC solely in connection with the undersigned’s ownership, acquisition or disposition of the securities of iHeartMedia, Inc.;

(2) execute for and on behalf of the undersigned any filings related to the undersigned’s ownership, acquisition or disposition solely of the securities of iHeartMedia, Inc. on Schedule 13D or Forms 3, 4 and 5 in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filings on Schedule 13D or Forms 3, 4 or 5, or other form or report, or any amendment or amendments thereto, and timely file such form with the SEC solely in connection with the undersigned’s ownership, acquisition or disposition of the securities of iHeartMedia, Inc.; and

(4) take any other action of any type in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, solely in connection with the undersigned’s ownership, acquisition or disposition of the securities of iHeartMedia, Inc., it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to such attorneys-in-fact, any two of such persons signing jointly, solely in connection with the undersigned’s ownership, acquisition or disposition of the securities of iHeartMedia, Inc., full power and authority to do and perform any and every act and thing requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.


The undersigned acknowledges that none of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming, any of the undersigned’s responsibilities to comply with Sections 13(d) or 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC.

This Power of Attorney fully revokes, replaces and supersedes the Power of Attorney granted by the undersigned to Douglas Dolan and Jill Refvem on December 16th, 2021.  This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in the securities of iHeartMedia, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


[signature page follows]


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 20th day of December, 2021.

Global Media & Entertainment Investments Ltd
 
   
Signature:
\s\ Simon Groom
 
Print Name:
Simon Groom
 
Title:
Director
 



[Signature Page to Power of Attorney]
EX-24.2 3 ex24-2.htm POWER OF ATTORNEY
Exhibit 24.2

Exhibit 24.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Douglas Dolan and Jill Refvem, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) prepare and execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Sections 13(d) or 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned any filings on Schedule 130 or Forms 3, 4 and S in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filings on Schedule 13D or Forms 3, 4 or 5, or other form or report, or any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that none of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming, any of the undersigned’s responsibilities to comply with Sections 13(d) or 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 130 or Forms 3, 4 and S with respect to the undersigned’s holdings of and transactions in securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys- in-fact.


[signature page follows]



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16th day of December, 2021.


The Global Media & Entertainment Investments Trust
 
   
Signature:
\s\ Simon Groom
 
Print Name:
Simon Groom
 
Title:
Trustee
 


[Signature Page to Power of Attorney]
EX-24.3 4 ex24-3.htm POWER OF ATTORNEY
Exhibit 24.3

Exhibit 24.3

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Douglas Dolan and Jill Refvem, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) prepare and execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Sections 13(d) or 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned any filings on Schedule 13D or Forms 3, 4 and 5 in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filings on Schedule 13D or Forms 3, 4 or 5, or other form or report, or any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that none of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming, any of the undersigned’s responsibilities to comply with Sections 13 (d) or 16( a) of the Securities Exchange Act of 1934 or any mle or regulation of the SEC.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in- fact.


[signature page follows]


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16 day of December, 2021.


Signature:
\s\ Simon Groom
 
Print Name:
Simon Groom
 





[Signature Page to Power of Attorney]
EX-24.4 5 ex24-4.htm POWER OF ATTORNEY
Exhibit 24.4

Exhibit 24.4

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Douglas Dolan and Jill Refvem, signing singly, as the undersigned’s true and lawful attorney-in-fact to:

(1) prepare and execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Sections 13(d) or 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2) execute for and on behalf of the undersigned any filings on Schedule 13D or Forms 3, 4 and 5 in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filings on Schedule 13D or Forms 3, 4 or 5, or other form or report, or any amendment or amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that none of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is assuming, any of the undersigned’s responsibilities to comply with Sections 13(d) or l6(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


[signature page follows]


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 16 day of December, 2021.


Signature:
\s\ James Hill
 
Print Name:
James Hill




[Signature Page to Power of Attorney]





EX-24.5 6 ex24-5.htm POWER OF ATTORNEY
Exhibit 24.5

Exhibit 24.5

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Douglas Dolan, Jill Refvem, Bethany Pfalzgraf, Ryan Patrone and Zoe Egelman, any two of such persons signing jointly, as the undersigned’s true and lawful attorneys-in-fact, solely in connection with the undersigned’s ownership, acquisition or disposition of the securities of iHeartMedia, Inc., to:

(1) prepare and execute in the undersigned’s name and on the undersigned’s behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Sections 13(d) or 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC solely in connection with the undersigned’s ownership, acquisition or disposition of the securities of iHeartMedia, Inc.;

(2) execute for and on behalf of the undersigned any filings related to the undersigned’s ownership, acquisition or disposition solely of the securities of iHeartMedia, Inc. on Schedule 13D or Forms 3, 4 and 5 in accordance with Sections 13(d) and 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such filings on Schedule 13D or Forms 3, 4 or 5, or other form or report, or any amendment or amendments thereto, and timely file such form with the SEC solely in connection with the undersigned’s ownership, acquisition or disposition of the securities of iHeartMedia, Inc.; and

(4) take any other action of any type in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, solely in connection with the undersigned’s ownership, acquisition or disposition of the securities of iHeartMedia, Inc., it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact’s discretion.

The undersigned hereby grants to such attorneys-in-fact, any two of such persons signing jointly, solely in connection with the undersigned’s ownership, acquisition or disposition of the securities of iHeartMedia, Inc., full power and authority to do and perform any and every act and thing requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that none of the foregoing attorneys- in-fact, in serving in such capacity at the request of the undersigned, is assuming, any of the undersigned’s responsibilities to comply with Sections 13(d) or 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Schedule 13D or Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in the securities of iHeartMedia, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of December, 2021.


Signature:
\s\ Michael Tabor
 
Print Name:
Michael Tabor
 




[Signature Page to Power of Attorney]