IHEARTMEDIA, INC. (OTCMKTS:IHRT) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On December 12, 2016, iHeartCommunications, Inc.
(iHeartCommunications), an indirect subsidiary of iHeartMedia,
Inc., announced the results and expiration, on December9, 2016,
of the six separate consent solicitations (the Consent
Solicitations) with respect to iHeartCommunications senior notes
due 2021 (the Senior Notes) and its five series of priority
guarantee notes that were launched on November 28, 2016 and
amended on December 2, 2016.

Holders of Senior Notes representing approximately 81.5% of the
outstanding principal amount of the Senior Notes (excluding any
Senior Notes held by iHeartCommunications or its affiliates),
consented to the proposed amendment (the Proposed Amendment) to
Section 9.07 of the indenture governing the Senior Notes (the
Senior Notes Indenture). In conjunction with receiving the
requisite consents in respect of the Senior Notes Indenture, on
December 9, 2016, iHeartCommunications and Delaware Trust
Company, as trustee, executed a sixth supplemental indenture (the
Supplemental Indenture) to the Senior Notes Indenture to effect
the Proposed Amendment.

The Proposed Amendment allows iHeartCommunications to exclude, in
any offer to consent, waive or amend any of the terms or
provisions of the Senior Notes Indenture or the Senior Notes in
connection with an exchange offer, any holders of Notes who are
not institutional accredited investors, who are not non-U.S.
persons, or those in foreign jurisdictions whose inclusion would
require iHeartCommunications to comply with the registration
requirements or other similar requirements under any securities
laws of such foreign jurisdiction or would be unlawful.

A copy of the Supplemental Indenture is attached hereto as
Exhibit 4.1 and is incorporated herein by reference. The
description of the Supplemental Indenture is qualified in its
entirety by reference to the completed text of the Supplemental
Indenture.

Item 8.01. Other Events.

On December 12, 2016, iHeartCommunications issued a press release
announcing the receipt of the requisite consents with respect to
its Senior Notes as well as the fees payable to consenting
holders. iHeartCommunications also announced the expiration, on
December9, 2016, of its consent solicitations with respect to its
five priority guarantee notes. As of the expiration time,
iHeartCommunications had not received consents from holders
representing a majority of the aggregate principal amount of each
of its five series of priority guarantee notes outstanding. As a
result, the Proposed Amendment will not be effected with respect
to iHeartCommunications priority guarantee notes and no fixed fee
or contingent fee will be paid to holders of such notes.

A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following documents are filed herewith:

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.

IHEARTMEDIA, INC. (OTCMKTS:IHRT) Recent Trading Information

IHEARTMEDIA, INC. (OTCMKTS:IHRT) closed its last trading session down -0.15 at 1.25 with 19,467 shares trading hands.