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

Item1.01

On February9, 2017, iHeartMedia, Inc. (the Company) and Clear
Channel Outdoor Holdings, Inc. (CCOH), its indirect subsidiary,
entered into a Binding Option and Letter of Intent (the Letter of
Intent), related to the potential sale of certain intellectual
property owned by the Company or its affiliates to CCOH.

The Letter of Intent grants CCOH a binding option (the Option) to
purchase the registered trademarks and domain names owned by the
Company and its subsidiaries that incorporate one or more of the
words Clear and/or Channel, and any translations or derivations
of any of the foregoing, together with any goodwill associated
therewith (the CCOH IP and such purchase, the CCOH IP Purchase).

The Option is exercisable in the CCOHs sole and absolute
discretion at any time between the first and second anniversaries
of the payment of the dividend described in Item 8.01 below. The
exercise price of the Option will be a purchase price equal to
the fair market value of the CCOH IP, as determined by an
independent appraisal or investment banking firm or consultant
mutually agreed and selected by the Company and CCOH.
Notwithstanding the foregoing, the Letter of Intent provides that
CCOH will pay the royalty fee due to IHM Identity, Inc. in
respect of the year ended December31, 2017 to the Amended and
Restated License Agreement, dated November10, 2005, by and
between IHM Identity, Inc. and Outdoor Management Services, Inc.,
a copy of which was filed as Exhibit 10.17 to CCOHs Form 10-K for
the year ended December31, 2014. From the date of the Letter of
Intent until the closing of the CCOH IP Purchase, the Company has
agreed to certain covenants related to the CCOH IP, including
using commercially reasonable efforts to preserve the CCOH IP.

On February9, 2017, the Board of Directors of CCOH declared a
special cash dividend payable on February23, 2017 to ClassA and
ClassB stockholders of record at the closing of business on
February20, 2017, in an aggregate amount equal to $282.5million.
iHeartCommunications, Inc., an indirect subsidiary of the Company
and an indirect parent of CCOH, will be entitled to receive
approximately 89.9%, or approximately $254.0million, of the
proceeds of the dividend through its wholly-owned subsidiaries.
The remaining approximately 10.1% of the proceeds of the
dividend, or approximately $28.5million, will be paid to the
public stockholders of CCOH.

The dividend will be funded using cash on hand, including
proceeds of the sale of CCOHs joint venture interest in the
Australia outdoor business, which occurred on October24, 2016,
and the proceeds of the sale of non-strategic U.S. outdoor
markets in Columbus, Ohio, and Indianapolis, Indiana, which
occurred on February12, 2016 and January9, 2017, respectively.

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 -0.04 at 1.09 with 1,534 shares trading hands.