IHEARTMEDIA, INC. (OTCMKTS:IHRT) Files An 8-K Regulation FD DisclosureItem 7.01.
On March15, 2017, iHeartCommunications, Inc. (“iHeartCommunications”), an indirect subsidiary of iHeartMedia, Inc. (“iHeartMedia”), commenced exchange offers to exchange certain series of its outstanding series of debt securities (the “Existing Notes”) for new securities of iHeartCommunications, iHeartMedia and CC Outdoor Holdings, Inc. and concurrent consent solicitations with respect to the Existing Notes. In addition, on March15, 2017, iHeartCommunications 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, iHeartCommunications has engaged in discussions with certain lenders under its Term Loan D and Term Loan E facilities and certain priority guarantee noteholders (collectively, the “Lenders”) and counsel to certain of those Lenders in connection with the Term Loan Offers. In connection with these discussions, iHeartCommunications and certain Lenders entered into non-disclosure agreements (“NDAs”). iHeartCommunications is making the disclosures herein in accordance with the terms of the NDAs. On November21, 2017, iHeartCommunications provided certain Lenders with a proposal, a copy of which is attached hereto as Exhibit 99.1. On November28, 2017, the Lenders provided iHeartCommunications with a counterproposal, a copy of which is attached hereto as Exhibit 99.2. As of November30, 2017, iHeartCommunications had not provided such Lenders with, nor had it provided such Lenders access to, confidential information.
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 iHeartMedia’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 filings. 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:
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.