iHeartCommunications, Inc. (“iHeartCommunications”) today
commenced a private offer (the “Exchange Offer”) to holders of
iHeartCommunications’ outstanding 10.0% Senior Notes due 2018 (the
“Outstanding Notes”) to exchange Outstanding Notes for newly-issued
11.25% Priority Guarantee Notes due 2021 (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 February 28, 2013 (the “Existing
Notes”), will be treated as a single class with the Existing Notes
for all purposes under such indenture and will have the same terms
as the Existing Notes. However, the New Notes will not trade
fungibly with the Existing Notes.
The Exchange Offer, which is only available to holders of
Outstanding Notes that have certified their status as (i)
“qualified institutional buyers” as that term is defined in Rule
144A under the Securities Act of 1933, as amended (the “Securities
Act”), or institutional “accredited investors” as that term is
defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act, or (ii) non “U.S. persons” as that term is defined in Rule 902
under the Securities Act (each, an “Eligible Holder”), is being
made pursuant to an offering circular dated December 20, 2016, and
is exempt from registration under the Securities Act.
The Exchange Offer will expire at midnight, New York City time,
on January 19, 2017, unless extended by iHeartCommunications (such
time and date, as the same may be extended, the “Expiration Date”).
Eligible Holders who validly tender and do not validly withdraw
Outstanding Notes on or prior to 5:00 p.m., New York City time, on
January 4, 2017, unless extended by iHeartCommunications (such time
and date, as the same may be extended, the “Early Tender Date”),
will receive additional consideration as described below. Tenders
of Outstanding Notes may be withdrawn prior to 5:00 p.m., New York
City time, on January 4, 2016, unless extended by
iHeartCommunications.
iHeartCommunications, Inc.
Outstanding Notes
to be Exchanged
CUSIP No.
OutstandingAggregate PrincipalAmount
(1)
Consideration for each $1,000Principal
Amount of OutstandingNotes Tendered on or Prior to theEarly Tender
Date (2)
Consideration for each $1,000Principal
Amount of OutstandingNotes Tendered After the EarlyTender Date
(2)
10.0% Senior Notes due 2018 184502 BT8 $347,028,000 $1,000 in New
Notes $970 in New Notes
________________
(1) Does not include $502,972,000 aggregate principal amount
of Outstanding Notes held by two of iHeartCommunications’
subsidiaries, both of which intend to participate in the Exchange
Offer. All Outstanding Notes held by unaffiliated parties that are
validly tendered in the Exchange Offer will be accepted for
exchange. Outstanding Notes held by iHeartCommunications’
subsidiaries that are validly tendered in the Exchange Offer may be
prorated to the extent that the aggregate principal amount of New
Notes to be issued in the Exchange Offer would exceed
iHeartCommunications’ remaining secured debt capacity under the
indentures governing its existing indebtedness.
iHeartCommunications expects that any Outstanding Notes held by its
subsidiaries that are not accepted for exchange in the Exchange
Offer will remain outstanding following consummation of the
Exchange Offer. (2) Participating holders are also entitled to
receive, with respect to their Outstanding Notes accepted for
exchange, accrued and unpaid interest, if any, in cash, from the
last applicable interest payment date to, but not including, the
settlement date.
Consummation of the Exchange Offer and issuance of the New Notes
is subject to certain conditions that must be satisfied or waived
by iHeartCommunications in its sole and absolute discretion on or
prior to the Expiration Date.
The New Notes will mature on March 1, 2021. The New Notes will
accrue interest beginning on their issuance date at a rate of
11.25% per annum in cash. iHeartCommunications will pay interest on
the New Notes on March 1 and September 1 of each year. The first
interest payment date on the New Notes will be March 1, 2017. The
Outstanding Notes are, and the New Notes will be, fully and
unconditionally guaranteed, jointly and severally, on a senior
basis by iHeartCommunications’ parent, iHeartMedia Capital I, LLC,
and all of iHeartCommunications’ existing domestic wholly-owned
restricted subsidiaries.
The New Notes and related guarantees will be offered only in
reliance on exemptions from registration under the Securities Act.
The New Notes and the related guarantees have not been registered
under the Securities Act, or the securities laws of any state or
other jurisdiction, and may not be offered or sold in the United
States without registration or an applicable exemption from the
Securities Act and applicable state securities or blue sky laws and
foreign securities laws.
Documents relating to the Exchange Offer will only be
distributed to holders of the Outstanding Notes that complete and
return a letter of eligibility confirming that they are Eligible
Holders. Holders of Outstanding Notes that desire a copy of the
letter of eligibility must contact Global Bondholder Services
Corporation, the exchange agent and information agent for the
Exchange Offer, by calling toll-free (866) 470-3700 or at (212)
430-3774 (banks and brokerage firms) or visit the following website
to complete and deliver the letter of eligibility in electronic
form: http://www.gbsc-usa.com/eligibility/iheartcommunications.
This press release is for informational purposes only and shall
not constitute an offer to sell or exchange nor the solicitation of
an offer to buy the New Notes or any other securities. The Exchange
Offer is not being made to any person in any jurisdiction in which
the offer, solicitation or sale is unlawful. Any offers of the New
Notes will be made only by means of the offering circular.
About iHeartMedia, Inc./iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK:IHRT), the parent company of
iHeartCommunications, Inc., is one of the leading global media and
entertainment companies. The company specializes in radio, digital,
outdoor, mobile, social, live events, on-demand entertainment and
information services for local communities, and uses its
unparalleled national reach to target both nationally and locally
on behalf of its advertising partners. The company is dedicated to
using the latest technology solutions to transform the company’s
products and services for the benefit of its consumers,
communities, partners and advertisers, and its outdoor business
reaches over 35 countries across five continents, connecting people
to brands using innovative new technology.
Cautionary Note Regarding Forward-Looking Statements
This press release 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 press release 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161220006024/en/
iHeartCommunications, Inc.MediaWendy Goldberg, (212)
377-1105Executive Vice President –
CommunicationsorInvestorsEileen McLaughlin, (212)
377-1116Vice President - Investor Relations
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