SAN ANTONIO--(BUSINESS WIRE)--iHeartCommunications, Inc. (“iHeartCommunications”) announced today the early tender results of its previously announced 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 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.
As of the previously announced early tender date of 5:00 p.m., New York City time, on January 4, 2017 (the “Early Tender Date”), approximately $597.5 million in aggregate principal amount (or approximately 70.3 percent) of the Outstanding Notes, including approximately $503 million aggregate principal amount of Outstanding Notes held by subsidiaries of iHeartCommunications, have been validly tendered and not withdrawn. Eligible Holders who have not already tendered their Outstanding Notes may continue to do so at any time prior to midnight, New York City time, on January 19, 2017 (the “Expiration Date”), unless extended by iHeartCommunications. Eligible Holders who tender their Outstanding Notes after the Early Tender Date will receive $970 principal amount of New Notes in exchange for each $1,000 principal amount of Outstanding Notes validly tendered and accepted for exchange. Withdrawal rights for the Exchange Offer have expired, unless reinstated by iHeartCommunications.
A portion of the Outstanding Notes tendered by iHeartCommunications’ subsidiaries will be prorated to the extent tenders made prior to the Expiration Date would result in the issuance of an aggregate principal amount of New Notes that would exceed iHeartCommunications’ remaining secured debt capacity under the indentures governing its existing indebtedness. Outstanding Notes validly tendered by unaffiliated parties, including all Outstanding Notes tendered prior to or after the Early Tender Date, and accepted for exchange will not be subject to proration.
Consummation of the Exchange Offer and issuance of the New Notes is subject to certain customary conditions that must be satisfied or waived by iHeartCommunications in its sole and absolute discretion on or prior to the Expiration Date. iHeartCommunications expects to deliver the New Notes on or about January 23, 2017.
The complete terms and conditions of the Exchange Offer are set forth in the Offering Circular, and in the accompanying Letter of Transmittal, which were only distributed to holders of the Outstanding Notes that completed and returned a letter of eligibility confirming that they are Eligible Holders. Holders of the 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 visiting the following website to complete and deliver the letter of eligibility in electronic form:
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 are being 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.