NEW YORK--(BUSINESS WIRE)--iHeartMedia, Inc. (NASDAQ: IHRT) (“iHeartMedia”, the “Company” or “we”)
today announced that, as of 5:00 p.m., New York City time, on November 29,
2024, $750,585,122 aggregate principal amount (93.8%) of
iHeartCommunications, Inc.’s (“Communications”) outstanding 6.375% Senior
Secured Notes due 2026 (the “Existing 2026 Secured Notes”), $743,023,000
aggregate principal amount (99.1%) of Communications’ outstanding 5.25%
Senior Secured Notes due 2027 (the “Existing 2027 Secured Notes”),
$221,587,000 aggregate principal amount (44.3%) of Communications’
outstanding 4.75% Senior Secured Notes due 2028 (the “Existing 2028 Secured
Notes” and, together with the Existing 2026 Secured Notes and Existing 2027
Secured Notes, the “Existing Secured Notes”) and $843,734,539 aggregate
principal amount (92.1%) of Communications’ outstanding 8.375% Senior Notes
due 2027 (the “Existing Unsecured Notes” and, together with the Existing
Secured Notes, the “Existing Notes”) had tendered and delivered consents in
the previously announced exchange offers (the “Notes Exchange Offers”) for
the Existing Notes and concurrent consent solicitations (the “Notes Consent
Solicitations”) to amend certain provisions in the indentures governing the
Existing Notes pursuant to the terms and conditions described in the
Confidential Offering Memorandum and Consent Solicitation Statement, dated
November 15, 2024 (the “Offering Memorandum”), and that $2,254,656,962
aggregate principal amount (99.5%) of Communications’ outstanding term loans
(the “Existing Term Loans” and, together with the Existing Notes, the
“Existing Debt”) had agreed to participate and delivered consents in the
previously announced exchange offer (the “Term Loan Exchange” and, together
with the Notes Exchange Offers, the “Offers”) for the Existing Term Loans
and consent solicitation (the “Term Loan Consent Solicitation” and, together
with the Notes Consent Solicitations, the “Consent Solicitations”) to amend
certain provisions in the credit agreement governing the Existing Term Loans
(the “Existing Term Loan Credit Agreement”) in connection with the Term Loan
Exchange, representing a total participation of $4,813,586,623 aggregate
principal amount (92.0%) of the Existing Debt in the Offers as of such time
(the “Early Tender/Participation Debt”).
Amendments to the Offers and Consent Solicitations
Additionally, Communications announced certain amendments to the Notes
Exchange Offers and Notes Consent Solicitations as follows:
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the expiration time of the Notes Exchange Offers and Notes Consent
Solicitations was extended to 9:00 a.m., New York City time, on December
18, 2024 (as amended, the “Expiration Time”), unless further extended by
Communications, IH Media + Entertainment I LLC and IH Media +
Entertainment II LLC (the “Issuers”);
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the condition to the “Comprehensive Offers” described in the Offering
Memorandum (“Comprehensive Offers”) that at least 95% of the outstanding
aggregate principal amount of each issue of Existing Debt tender and
participate in the Offers has been removed and replaced with a new
condition that holders of the Existing Debt equal to at least the Early
Tender/Participation Debt shall have validly tendered their Existing Notes
in the Notes Exchange Offers and validly delivered their consents in the
Notes Consent Solicitations, and elected to participate in the Term Loan
Exchange and consented in the Term Loan Consent Solicitation, as
applicable, at or prior to the Expiration Time, provided that, in the
event the Existing Debt validly tendered in the Notes Exchange Offers and
validly exchanged in the Term Loan Exchange at the Expiration Time is less
than the Early Tender/Participation Debt, such condition shall be deemed
to have been satisfied solely to the extent that such deficiency results
from any invalid or defective tenders and/or exchanges in the Notes
Exchange Offers or Term Loan Exchange, as applicable (the “New
Comprehensive Condition”);
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any conditions to the consummation of the Comprehensive Offers requiring
the receipt of requisite consents to the Notes Consent Solicitations from
Eligible Holders (as defined below) of Existing 2028 Secured Notes have
been removed;
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the base consideration payable to all Eligible Holders in the
Comprehensive Offers has been increased by $10 principal amount of the
applicable series of new notes to be issued by Communications in the
Comprehensive Offers for every $1,000 principal amount of Existing Notes
validly tendered in the applicable Notes Exchange Offer, with the Early
Tender Premium remaining unchanged (such that the “TSA Retirement
Consideration” payable in the Comprehensive Offers to supporting holders
that signed the transaction support agreement will be payable to all
Eligible Holders who validly tender at or prior to the Expiration Time by
means of such increase in the base consideration); and
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certain debt repurchase, asset sale and financial covenants in the terms
of the new notes offered by Communications in the Comprehensive Offers
have been amended and certain terms and definitions have been added and/or
modified to reflect the foregoing.
Communications also announced that corresponding amendments (as applicable)
were made to the terms of the Term Loan Exchange and Term Loan Consent
Solicitation.
The New Comprehensive Condition has been satisfied as of the date hereof
and, subject to the satisfaction or waiver of the other conditions set forth
in the Offering Memorandum, as amended, Communications intends to consummate
the Comprehensive Offers.
Holders are referred to the Offering Memorandum, as amended, for the
detailed terms and conditions of the Notes Exchange Offers and Notes Consent
Solicitations with respect to the Existing Notes, all of which remain
unchanged except as set forth in this release.
Important Information
Eligible Holders of the Existing Notes who wish to participate in the Notes
Exchange Offers and Notes Consent Solicitations must tender all their
Existing Notes across each series in the Notes Exchange Offers (and deliver
consents in the related Notes Consent Solicitations) and shall not be
permitted to tender in only one or a subset of the foregoing. In addition,
such Eligible Holders will be deemed to have delivered consents for each
proposed amendment applicable to the indentures governing their Existing
Notes. There are no withdrawal or revocation rights in connection with any
of the Notes Exchange Offers. As a result, any tenders of Existing Notes and
delivery of the related consents will be final and irrevocable.
None of the Issuers, their advisors, the trustee of the Existing Notes, the
trustee with respect to the new notes, as applicable, the Exchange and
Information Agent (as defined below) or any affiliate of any of them, makes
any recommendation as to whether Eligible Holders of Existing Notes should
participate in the Notes Exchange Offers and Notes Consent Solicitations,
and no one has been authorized by any of them to make such a recommendation.
Eligible Holders of Existing Notes should read carefully the Offering
Memorandum, as amended, before making a decision to participate in the Notes
Exchange Offers and the Notes Consent Solicitations. In addition, Eligible
Holders of the Existing Notes must make their own decisions as to whether to
tender their Existing Notes in the Notes Exchange Offers and provide consent
in the related Notes Consent Solicitation.
The Notes Exchange Offers and Notes Consent Solicitations are conditioned
upon the satisfaction or waiver of the conditions set forth in the Offering
Memorandum, as amended, and, other than the amendments described above, the
other terms and conditions of the Notes Exchange Offers and Notes Consent
Solicitations remain unchanged.
The Notes Exchange Offers are being made, and the new notes to be issued by
the Issuers in the Notes Exchange Offers are being offered and issued, only
to holders of Existing Notes that are either (i) persons who are reasonably
believed to be “qualified institutional buyers” as defined in Rule 144A
under the Securities Act or (ii) persons other than “U.S. persons” as
defined in Regulation S who agree to purchase any such new notes outside of
the United States and who are otherwise in compliance with the requirements
of Regulation S. The Issuers are not making the Notes Exchange Offers in any
jurisdiction where the inclusion of any person in such jurisdiction would
require the Issuers or any subsidiary of the Issuers to comply with
registration requirements or other similar requirements under any securities
laws of such jurisdiction. The holders of Existing Notes who have certified
to us that they are eligible to participate in the Notes Exchange Offers
pursuant to at least one of the foregoing conditions are referred to as
“Eligible Holders.”
Only Eligible Holders of Existing Notes may receive a copy of the Offering
Memorandum and the amendment thereto (such amendment, the “Supplement”) and
participate in the Notes Exchange Offers and the Notes Consent
Solicitations. The Exchange and Information Agent is Kroll Issuer Services
(US) (the “Exchange and Information Agent”). Detailed instructions regarding
how Eligible Holders of Existing Notes can tender Existing Notes and deliver
consents with respect to the Notes Consent Solicitations are set forth in
the Offering Memorandum, as amended. Questions concerning the Notes Exchange
Offers or Notes Consent Solicitations or requests for additional copies of
the Offering Memorandum, the Supplement or other related documents may be
directed to the Exchange and Information Agent at
iheart@is.kroll.com. Eligible Holders of the Existing Notes should also consult their broker,
dealer, commercial bank, trust company or other institution for assistance
concerning the Notes Exchange Offers and the Notes Consent Solicitations.
This communication is for informational purposes only and does not
constitute an offer to sell, or a solicitation of an offer to buy, any
security and does not constitute an offer, solicitation or sale of any
security in any jurisdiction in which such offer, solicitation or sale would
be unlawful.
Simpson Thacher & Bartlett LLP served as counsel and PJT Partners served
as financial advisor to the Company. Davis Polk & Wardwell LLP served as
counsel and Perella Weinberg Partners served as financial advisor to an ad
hoc group of certain of the Supporting Holders.
Forward-Looking Statements
Certain statements herein constitute “forward-looking statements”. Such
forward-looking statements involve known and unknown risks, uncertainties
and other important factors which may cause the actual results,
performance or achievements of iHeartMedia, Inc. and its subsidiaries to
be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. The
words or phrases "guidance," "believe," "expect," "anticipate," "will,"
"potential," "positioned," "estimates," "forecast," and words of similar
meaning, as well as other words or expressions referencing future events,
conditions or circumstances are intended to identify such forward-looking
statements. These statements include, but are not limited to, statements
related to the transactions described above, including the Company’s
ability to complete any of the transactions on the terms contemplated
herein, on the timeline contemplated or at all, and the Company’s ability
to realize the intended benefits of any such transactions. In addition,
any statements that refer to expectations or other characterizations of
future events or circumstances, such as statements about our anticipated
growth and financial performance, our expected costs savings and other
capital and operating expense reduction initiatives, utilizing new
technologies and programmatic platforms, trends in the advertising
industry, and strategies and initiatives are forward-looking statements.
These statements are not guarantees of future performance and are subject
to certain risks, uncertainties and other important factors, some of which
are beyond our control and are difficult to predict. Various risks that
could cause future results to differ from those expressed by the
forward-looking statements included in this press release include, but are
not limited to: risks related to weak or uncertain global economic
conditions and our dependence on advertising revenues; competition,
including increased competition from alternative media platforms and
technologies; dependence upon our brand and the performance of on-air
talent, program hosts and management; fluctuations in operating costs;
technological and industry changes and innovations; shifts in population
and other demographics; risks related to our use of artificial
intelligence, impact of acquisitions, dispositions and other strategic
transactions; risks related to our indebtedness; legislative or regulatory
requirements; impact of legislation, ongoing litigation or royalty audits
on music licensing and royalties; regulations and concerns regarding
privacy and data protection and breaches of information security measures;
risks related to scrutiny of environmental, social and governance matters;
risks related to our Class A common stock; and regulations impacting our
business and the ownership of our securities. Other unknown or
unpredictable factors also could have material adverse effects on the
Company’s future results, performance or achievements. In light of these
risks, uncertainties, assumptions and factors, the forward-looking events
discussed in this press release may not occur. You are cautioned not to
place undue reliance on these forward-looking statements, which speak only
as of the date stated, or if no date is stated, as of the date hereof.
Additional risks that could cause future results to differ from those
expressed by any forward-looking statement are described in the Company’s
reports filed with the U.S. Securities and Exchange Commission, including
in the section entitled “Part I, Item 1A. Risk Factors” of iHeartMedia,
Inc.’s Annual Reports on Form 10-K and “Part II, Item 1A. Risk Factors” of
iHeartMedia, Inc.’s Quarterly Reports on Form 10-Q. The Company does not
undertake any obligation to publicly update or revise any forward-looking
statements because of new information, future events or otherwise.
About iHeartMedia, Inc.
iHeartMedia, Inc. [Nasdaq: IHRT] is the leading audio media company in
America, reaching over 90% of Americans every month. iHeart’s broadcast
radio assets alone have more consumer reach in the U.S. than any other media
outlet; twice the reach of the next largest broadcast radio company; and
over four times the ad-enabled reach of the largest digital only audio
service. iHeart is the largest podcast publisher according to Podtrac, with
more downloads than the next two podcast publishers combined and has the
number one social footprint among audio players, with seven times more
followers than the next audio media brand, and the only fully integrated
audio ad tech solution across broadcast, streaming and podcasts. The company
continues to leverage its strong audience connection and unparalleled
consumer reach to build new platforms, products and services.