iHeartCommunications, Inc. Announces Consent Solicitations to Holders of Its Five Series of Priority Guarantee Notes and Senior Notes Due 2021
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San Antonio, TX, November 28, 2016 – 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.