iHeartCommunications, Inc. Announces Consent Solicitations to Holders of Its Five Series of Priority Guarantee Notes & Senior...
November 28 2016 - 6:45AM
Business Wire
iHeartCommunications, Inc. (the “Company”) announced today the
commencement of six separate consent solicitations (the “Consent
Solicitations”) to seek the consent of holders of its five series
of priority guarantee notes and senior notes due 2021 listed in the
table below (collectively, the “Notes”) to a proposed amendment
(the “Proposed Amendment”) to each of the indentures governing the
Notes (the “Indentures”).
The Proposed Amendment, if adopted, would amend Section 9.07 of
each of the Indentures to allow the Company to exclude, in any
offer to consent, waive or amend any of the terms or provisions of
the Indentures or the Notes in connection with an exchange offer,
any holders of Notes who are not institutional “accredited
investors” or non-“U.S. persons”, or those in any jurisdiction
whose inclusion would require that the Company comply with the
registration requirements or other similar requirements under any
securities laws of such jurisdiction.
Each Consent Solicitation will expire at 5:00 p.m., New York
City time, on December 7, 2016, unless extended or earlier
terminated (the “Expiration Time”). Consents with respect to the
applicable series of Notes may not be revoked after the Expiration
Time. The consummation of each Consent Solicitation is not
conditioned on the consummation of the other Consent Solicitations.
Each Consent Solicitation is contingent upon the satisfaction of
certain conditions, including, without limitation, the receipt of
consents of holders of at least a majority of the aggregate
principal amount of the respective series of Notes outstanding
(excluding any Notes of such series held by the Company or its
affiliates) to the Proposed Amendment by the Expiration Time. If
any of the conditions to each Consent Solicitation is not
satisfied, the Company is not obligated to accept any consent in
the respective Consent Solicitation and may, in its sole
discretion, terminate, extend or amend each Consent Solicitation
without terminating, extending or amending the other Consent
Solicitations.
Subject to the terms and conditions of each Consent
Solicitation, upon receipt of consents of holders of at least a
majority of the aggregate principal amount of the respective series
of Notes outstanding (excluding any Notes of such series held by
the Company or its affiliates) to the Proposed Amendment, holders
of Notes who validly deliver (and do not validly revoke) their
consents prior to the Expiration Time will receive their portion of
the aggregate cash payment for its respective series of Notes
listed on the table below under “Aggregate Fixed Consideration
Amount” (the “Fixed Fee”). In addition, if the applicable Consent
Solicitation is consummated, upon effectiveness of a subsequent
amendment to an Indenture, as applicable, where the consideration
for such amendment includes debt or equity securities issued on an
unregistered basis in an exchange offer transaction, holders of
Notes who validly deliver (and do not validly revoke) their
consents prior to the Expiration Time will receive their portion of
the respective aggregate cash payment for its respective series of
Notes listed on the table below under “Aggregate Contingent
Consideration Amount” (the “Contingent Fee”).
The Fixed Fee and Contingent Fee (if and when payable) will be
paid to each consenting holder with respect to the applicable
series of Notes pro rata in accordance with the aggregate principal
amount of such series of Notes for which consents were validly
tendered (and not revoked) prior to the Expiration Time. The
applicable Contingent Fee if it becomes payable, will not be paid
at the same time as the applicable Fixed Fee. There is no assurance
that the Contingent Fee with respect to any series of Notes will be
paid. In no event will the Company ever be required to pay the
Contingent Fee more than once with respect to each series of
Notes.
The table below provides information with respect to each series
of Notes and the applicable Fixed Fee and Contingent Fee.
Notes
CUSIP Numbers
Aggregate FixedConsideration
Amount
Aggregate
ContingentConsideration Amount
9.0% Priority Guarantee Notes due 2019 184502BL5
184502BK7
184502BJ0
$1,999,815 $2,999,723 9.0% Priority Guarantee Notes due 2021
184502BG6 $1,750,000 $2,625,000 11.25% Priority Guarantee Notes due
2021 184502BN1 $575,000 $862,500 9.0% Priority Guarantee Notes due
2022 45174HAA5 $1,000,000 $1,500,000 10.625% Priority Guarantee
Notes due 2023 45174HAC1 $950,000 $1,425,000 Senior Notes due 2021
184502BQ4
184502BP6
U18285AK9
$1,729,168 $2,593,752
The complete terms and conditions of the each Consent
Solicitation are set forth in the applicable Consent Solicitation
Statement that is being sent to the applicable holders of the
Notes.
Moelis & Company LLC is acting as the solicitation agent for
the Consent Solicitations. Global Bondholder Services Corporation
is acting as the tabulation agent and information agent for the
Consent Solicitations. Questions regarding the Consent
Solicitations may be directed to Moelis & Company LLC at (877)
751-3389. Requests for Consent Solicitation Statements may be
directed to Global Bondholder Services Corporation at (212)
430-3774 (for bankers and brokers) or (866) 470-3900 (for all
others).
This press release does not constitute an offer to sell, or a
solicitation of an offer to buy, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20161128005267/en/
iHeartCommunications, Inc.Media:Wendy Goldberg,
212-377-1105Executive Vice President -
CommunicationsorInvestors:Eileen McLaughlin,
212-377-1116Vice President - Investor Relations
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