IHEARTMEDIA, INC. (OTCMKTS:IHRT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
| • | Reorganized iHeart Equity/Warrants. Subject to the terms therein, the reorganized iHeartMedia shall issue equity in the reorganized iHeartMedia on the effective date of the Plan to holders of iHeartCommunications’ debt securities, and iHeartMedia’s equityholders in the amounts and types of consideration summarized below (in each case, subject to dilution by the post-emergence equity incentive program contemplated by the Term Sheet (the “Equity Incentive Program”). |
| (d) | 50% of the CCOH Equity. |
| • | 2021 Notes Claims and Legacy Notes Claims. Each holder of Junior Debt Claims will receive its pro rata share and interest in: |
| (a) | $200million in principal amount of New Secured Debt to be issued by reorganized iHeartMedia to the Plan; and |
| (b) | a distribution of (i)iHeartMedia warrants, (ii)reorganized iHeartMedia common stock, or (iii)a combination thereof, which will constitute, in the aggregate, 5.0% percent of the reorganized iHeartMedia common stock, subject to dilution on account of the Equity Incentive Program. |
| • | iHeartMedia Equityholders. Each iHeartMedia equityholder will receive its pro rata share and interest in a distribution of (i)iHeartMedia warrants, (ii)reorganized iHeartMedia common stock, or (iii)a combination thereof, which will constitute, in the aggregate, 1.0% of the reorganized iHeartMedia common stock, subject to dilution on account of the Equity Incentive Program. |
| • | CCOH Due From Claims. All claims held by CCOH against iHeartCommunications, to the terms of the intercompany revolving promissory note will receive treatment in a form and substance acceptable to the Company Parties, CCOH, and the required percentage of Consenting Creditors holding Term Loan Credit Facility Claims and PGN Claims. |
The foregoing description of the RSA, including the Term Sheet, does not purport to be complete and is qualified in its entirety by reference to the complete text of the RSA, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. These statements contain words such as “may,” “will,” “expect,” “believe,” “would,” “estimate,” “continue,” or “future,” or the negative or other variations thereof or comparable terminology. In particular, they include statements relating to, among other things, the proposed restructuring of iHeartMedia and future outcomes. These forward-looking statements are based on current expectations and projections about future events. Investors are cautioned that forward-looking statements are not guarantees of future performance or results and involve risks and uncertainties that cannot be predicted or quantified, and, consequently, actual results may differ materially from those expressed or implied by such forward-
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looking statements. Such risks and uncertainties include, but are not limited to, the following factors, and other factors described from time to time in iHeartMedia’s reports filed with the Securities and Exchange Commission (including the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained therein):
| • | the effects of the Bankruptcy Court rulings in the Chapter 11 proceedings and the outcome of the proceedings in general; |
| • | the length of time iHeartMedia will operate in the Chapter 11 proceedings; |
| • | the risk that the restructuring may not be consummated in accordance with the terms of the RSA, or that persons not party to the RSA may successfully challenge the implementation thereof; |
| • | iHeartMedia’s ability to comply with the milestones set forth in the RSA; |
| • | risks associated with third party motions in the Chapter 11 proceedings, which may hinder or delay iHeartMedia’s ability to consummate the restructuring; |
| • | the potential adverse effects of Chapter 11 proceedings on iHeartMedia’s liquidity or results of operations or its ability to pursue its business strategies; |
| • | litigation outcomes and judicial and governmental body actions, including but not limited to, the assertion and outcome of litigation or other claims that have been brought and may be brought against iHeartMedia by certain creditors; |
| • | iHeartMedia’s significant liquidity requirements; |
| • | increased levels of employee attrition during the Chapter 11 proceedings; and |
| • | economic, business, competitive, and/or regulatory factors affecting iHeartMedia’s and its subsidiaries’ business generally. |
Any forward-looking statements are made to the Private Securities Litigation Reform Act of 1995 and, as such, speak only as of the date made. iHeartMedia disclaims any obligation to update the forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are being filed herewith:
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iHeartMedia, Inc. ExhibitEX-10.1 2 d552142dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version THIS RESTRUCTURING SUPPORT AGREEMENT IS NOT AN OFFER OR ACCEPTANCE WITH RESPECT TO ANY SECURITIES OR A SOLICITATION OF ACCEPTANCES OF A CHAPTER 11 PLAN WITHIN THE MEANING OF SECTION 1125 OF THE BANKRUPTCY CODE. ANY SUCH OFFER OR SOLICITATION WILL COMPLY WITH ALL APPLICABLE SECURITIES LAWS AND/OR PROVISIONS OF THE BANKRUPTCY CODE. NOTHING CONTAINED IN THIS RESTRUCTURING SUPPORT AGREEMENT SHALL BE AN ADMISSION OF FACT OR LIABILITY OR,…To view the full exhibit click here
About IHEARTMEDIA, INC. (OTCMKTS:IHRT)
iHeartMedia, Inc. is a global media and entertainment company that specializes in broadcast and digital radio, out-of-home, mobile, and on-demand entertainment and information services for national audiences and local communities. The Company operates in three segments: iHeartMedia (iHM), Americas outdoor advertising (Americas outdoor) and International outdoor advertising (International outdoor). Its iHM segment provides media and entertainment services through broadcast and digital delivery and also includes its national syndication business. Its Americas outdoor and International outdoor segments provide outdoor advertising services in their respective geographic regions using various digital and traditional display types. Its other category includes its full-service media representation business, Katz Media Group, as well as other general support services. It has a Smartbike bicycle rental program that provides bicycles for rent to the general public in several municipalities.
