IHEARTMEDIA, INC. (OTCMKTS:IHRT) Files An 8-K Regulation FD Disclosure

Item7.01. Regulation FD Disclosure

In connection with the exchange offer described under Item8.01 of
this Current Report on Form 8-K, iHeartCommunications, Inc.
(iHeartCommunications), an indirect subsidiary of iHeartMedia,
Inc., is disclosing the information included as Exhibit 99.1
hereto to holders of iHeartCommunications outstanding 10.0%
Senior Notes due 2018 (the Outstanding Notes) in a confidential
offering circular, dated December20, 2016.

In accordance with General Instruction B.2 of Form 8-K, the
information in Item7.01 of this Current Report on Form 8-K,
including Exhibit 99.1, shall not be deemed filed for the
purposes of Section18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), or otherwise subject to the
liabilities of that section, nor shall such information,
including Exhibit 99.1, be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended (the
Securities Act) or the Exchange Act, except as shall be expressly
set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements based on current iHeartCommunications management
expectations. These forward-looking statements include all
statements other than those made solely with respect to
historical facts. Numerous risks, uncertainties and other factors
may cause actual results to differ materially from those
expressed in any forward-looking statements. Many of the factors
that will determine the outcome of the subject matter of this
Current Report on Form 8-K are beyond iHeartCommunications
ability to control or predict. iHeartCommunications undertakes no
obligation to revise or update any forward-looking statements, or
to make any other forward-looking statements, whether as a result
of new information, future events or otherwise.

Item8.01. Other Events.

On December20, 2016, iHeartCommunications issued a press release
announcing the commencement of iHeartCommunications offer to
exchange iHeartCommunications Outstanding Notes for newly-issued
11.25% Priority Guarantee Notes (the New Notes). The New Notes
will be issued as additional notes under the indenture governing
iHeartCommunications existing 11.25% Priority Guarantee Notes due
2021 that were issued on February28, 2013.The exchange offer is
only available to certain eligible holders of the Outstanding
Notes and is exempt from registration under the Securities Act.

The New Notes will not be registered under the Securities Act and
may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.This Current Report on Form 8-K is neither an offer
to sell or exchange nor the solicitation of an offer to buy the
New Notes or any other securities and shall not constitute an
offer, solicitation or sale in any jurisdiction in which such
offering, solicitation or sale would be unlawful.

A copy of the press release announcing the exchange offer is
attached hereto as Exhibit 99.2 and is incorporated in this
Item8.01 by reference.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following documents are filed herewith:

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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 -0.09 at 1.30 with 6,098 shares trading hands.