CC MEDIA HOLDINGS INC FILES (8-K) Disclosing Change in Directors or Principal Officers
(Edgar Glimpses Via Acquire Media NewsEdge)
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
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.
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