iHeartCommunications, Inc. Announces Successful Consent Solicitation to Holders of its Senior Notes Due 2021 and Expiration of Consent Solicitations to Holders of its Five Series of Priority Guarantee Notes
San Antonio, TX, December 12, 2016 – iHeartCommunications, Inc. (the “Company”) announced today the results and expiration, on December 9, 2016, of the six separate consent solicitations (the “Consent Solicitations”) with respect to its senior notes due 2021 and its five series of priority guarantee notes that were launched on November 28, 2016 and amended on December 2, 2016.
The Company received consents from holders of $1,286,154,353 in aggregate principal amount of its senior notes due 2021 (the “Senior Notes”), representing approximately 81.5% of the total principal amount outstanding of the Senior Notes (excluding any notes held by the Company or its affiliates). In conjunction with receiving the requisite consents, the Company and the trustee for the Senior Notes executed a supplemental indenture to the indenture governing the Senior Notes (the “Senior Notes Indenture”) to effect the proposed amendment to Section 9.07 of the Senior Notes Indenture (the “Proposed Amendment”). The Proposed Amendment allows the Company to exclude, in any offer to consent, waive or amend any of the terms or provisions of the Senior Notes Indenture or the Senior Notes in connection with an exchange offer, any holders of Senior Notes who are not institutional “accredited investors,” who are not non-“U.S. persons”, or those in foreign jurisdictions whose inclusion would require the Company to comply with the registration requirements or other similar requirements under any securities laws of such foreign jurisdiction. The Proposed Amendment does not permit the Company to exclude institutional accredited investors, non-U.S. persons in offshore transactions or other holders of Senior Notes in foreign jurisdictions from such exchange offers, so long as the Company would not need to register the exchange offers if made to such holders.