IHEARTMEDIA, INC. (OTCMKTS:IHRT) Files An 8-K Regulation FD DisclosureItem 7.01.
On March15, 2017, iHeartCommunications, Inc. (the “Company”), a wholly-owned subsidiary of iHeartMedia, Inc., commenced exchange offers (the “Notes Exchange Offers”) to exchange certain series of its outstanding debt securities (the “Existing Notes”) for new securities of the Company, iHeartMedia, Inc. and CC Outdoor Holdings, Inc. and concurrent consent solicitations with respect to the terms of the Existing Notes. On March15, 2017, the Company also commenced offers (the “Term Loan Offers”) to amend its outstanding Term Loan D and Term Loan E borrowings under its senior secured credit facility.
As previously disclosed, the Company has engaged in discussions with lenders under its Term Loan D and Term Loan E facilities. Those discussions have most recently included Symphony Asset Management, Eaton Vance and OppenheimerFunds (the “Holders”), in connection with the Term Loan Offers. On May 11, 2017, the Company received a letter from counsel to the Holders with respect to its discussions with the Holders. A copy of the letter from counsel to the Holders is attached hereto as Exhibit 99.1. The Company and the Holders entered into non-disclosure agreements (“NDAs”) in furtherance of these discussions. The Company is making the disclosures herein in accordance with the terms of the NDAs.
The discussions subject to the NDAs involved continued negotiations with respect to a potential global restructuring of the indebtedness of the Company. These discussions resulted in several term sheets exchanged back and forth over the past couple of months. On June 26, 2017, the Company provided the Holders with a proposal, and on July 13, 2017, the Holders provided the Company with a counterproposal. A copy of a presentation made by advisors to the Company to the Holders that includes an overview of the proposal and counterproposal is attached hereto as Exhibit 99.2.
No agreement has been reached with respect to the above discussions and discussions remain ongoing. There can be no assurance that any agreement will be reached. Any such agreement will require the consent of additional debt holders who are not party to the negotiations, and who hold substantial percentages of our debt. The information set forth in this Item 7.01 of this Current Report on Form 8-K is not an offer to sell or exchange, or solicitation of an offer to buy any securities, or a solicitation of consents with respect to any securities.
The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
| Item 7.01. | Financial Statements and Exhibits. |
(d) Exhibits.
The following documents are furnished herewith:
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Exhibit No. |
Description |
| 99.1 | Letter from Legal Counsel to Holders to the Company’s Advisor dated May 11, 2017 (Incorporated by reference to Exhibit 99.1 to iHeartCommunications, Inc.’s Current Report on Form 8-K filed July 17, 2017). |
| 99.2 | Presentation dated July 17, 2017 (Incorporated by reference to Exhibit 99.2 to iHeartCommunications, Inc.’s Current Report on Form 8-K filed July 17, 2017). |
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.
