iHeartMedia Announces Exchange Offers and Consent Solicitations for Existing Notes and Term Loans
iHeartMedia (NASDAQ: IHRT) has announced exchange offers and consent solicitations for its existing notes and term loans, commencing November 15, 2024. The company has secured support from holders representing approximately 85.4% of the aggregate principal amount of existing debt. The exchange offers include Communications' outstanding secured notes (6.375% due 2026, 5.250% due 2027, 4.750% due 2028) and 8.375% unsecured notes due 2027. Supporting holders have agreed to tender and provide consents, including 84.1% of 2026 notes, 89.5% of 2027 secured notes, 40.9% of 2028 notes, 82.8% of unsecured notes, and 95.3% of existing term loans.
iHeartMedia (NASDAQ: IHRT) ha annunciato offerte di scambio e sollecitazioni di consenso per le sue note esistenti e prestiti a termine, che prenderanno avvio il 15 novembre 2024. L'azienda ha ottenuto il supporto da parte dei detentori che rappresentano circa 85,4% dell'importo principale totale del debito esistente. Le offerte di scambio includono le note garantite in circolazione della Communications (6,375% in scadenza nel 2026, 5,250% in scadenza nel 2027, 4,750% in scadenza nel 2028) e note non garantite all'8,375% in scadenza nel 2027. I detentori a supporto hanno accettato di presentare e fornire consensi, inclusi 84,1% delle note 2026, 89,5% delle note garantite 2027, 40,9% delle note 2028, 82,8% delle note non garantite, e 95,3% dei prestiti a termine esistenti.
iHeartMedia (NASDAQ: IHRT) ha anunciado ofertas de intercambio y solicitudes de consentimiento para sus notas existentes y préstamos a término, comenzando el 15 de noviembre de 2024. La empresa ha asegurado el apoyo de los tenedores que representan aproximadamente 85.4% del monto principal total de la deuda existente. Las ofertas de intercambio incluyen las notas garantizadas pendientes de Communications (6.375% con vencimiento en 2026, 5.250% con vencimiento en 2027, 4.750% con vencimiento en 2028) y las notas no garantizadas al 8.375% con vencimiento en 2027. Los tenedores de apoyo han acordado presentar y proporcionar consentimientos, incluyendo 84.1% de las notas de 2026, 89.5% de las notas garantizadas de 2027, 40.9% de las notas de 2028, 82.8% de las notas no garantizadas, y 95.3% de los préstamos a término existentes.
iHeartMedia (NASDAQ: IHRT)는 2024년 11월 15일부터 기존 노트 및 기간 대출에 대한 교환 제안 및 동의 요청을 발표했습니다. 이 회사는 전체 기존 부채의 약 85.4%에 해당하는 보유자의 지원을 확보했습니다. 교환 제안에는 Communications의 미지급 담보 노트(2026년 만기 6.375%, 2027년 만기 5.250%, 2028년 만기 4.750%) 및 2027년 만기 8.375%의 무담보 노트가 포함됩니다. 지원하는 보유자들은 2026년 노트의 84.1%, 2027년 담보 노트의 89.5%, 2028년 노트의 40.9%, 무담보 노트의 82.8% 및 기존 기간 대출의 95.3%를 제출하고 동의를 제공하기로 합의했습니다.
iHeartMedia (NASDAQ: IHRT) a annoncé des offres d'échange et des demandes de consentement pour ses obligations existantes et ses prêts à terme, commençant le 15 novembre 2024. La société a obtenu le soutien de détenteurs représentant environ 85,4% du montant principal total de la dette existante. Les offres d'échange comprennent les obligations sécurisées en circulation de Communications (6,375% dues en 2026, 5,250% dues en 2027, 4,750% dues en 2028) et des obligations non sécurisées de 8,375% dues en 2027. Les détenteurs de soutien ont accepté de soumettre des offres et de fournir des consentements, y compris 84,1% des obligations de 2026, 89,5% des obligations sécurisées de 2027, 40,9% des obligations de 2028, 82,8% des obligations non sécurisées, et 95,3% des prêts à terme existants.
iHeartMedia (NASDAQ: IHRT) hat Austauschangebote und Zustimmungserklärungen für seine bestehenden Schuldverschreibungen und Terminkredite angekündigt, die am 15. November 2024 beginnen. Das Unternehmen hat Unterstützung von Inhabern erhalten, die etwa 85,4% des Gesamtnennbetrages der bestehenden Schulden repräsentieren. Die Austauschangebote umfassen die ausstehenden gesicherten Schuldverschreibungen von Communications (6,375% fällig 2026, 5,250% fällig 2027, 4,750% fällig 2028) sowie ungesicherte Schulden mit 8,375%, die 2027 fällig werden. Unterstützende Inhaber haben zugestimmt, Angebote einzureichen und Zustimmungen bereitzustellen, einschließlich 84,1% der 2026er Schulden, 89,5% der gesicherten Schulden von 2027, 40,9% der 2028er Schulden, 82,8% der ungesicherten Schulden und 95,3% der bestehenden Terminkredite.
- High support level (85.4%) from existing debt holders for the exchange offers
- Strong backing from term loan holders with 95.3% agreement rate
- Lower support (40.9%) for 2028 secured notes compared to other debt instruments
- Need for debt restructuring indicates potential financial challenges
Insights
This debt restructuring initiative represents a significant strategic move by iHeartMedia to manage its capital structure. With
The exchange offers encompass multiple debt instruments including secured notes, unsecured notes and term loans, demonstrating a comprehensive approach to liability management. This restructuring could potentially improve iHeartMedia's debt maturity profile and reduce near-term refinancing pressures. The involvement of major financial advisors like PJT Partners and Perella Weinberg Partners underscores the complexity and significance of this transaction.
The high level of pre-committed support from existing debt holders is particularly noteworthy, as it significantly increases the likelihood of successful completion. This restructuring appears designed to address the company's
The tiered structure of the exchange offers, with different treatment for secured notes, unsecured notes and term loans, indicates a thoughtful approach to maintaining the existing capital structure hierarchy while potentially offering improved terms to incentivize participation. This could lead to a more sustainable debt structure and improved credit profile for iHeartMedia.
Concurrently with, but separately from, the Exchange Offers and Consent Solicitations, the Company also announced the commencement of an exchange offer (the “Term Loan Exchange”) for Communications’ outstanding term loans (the “Existing Term Loans” and, together with the Existing Notes, the “Existing Debt”) and a consent solicitation (the “Term Loan Consent Solicitation”) to amend certain provisions in the credit agreement governing the Existing Term Loans (the “Existing Term Loan Credit Agreement”) in connection with the Term Loan Exchange.
Pursuant to a Transaction Support Agreement entered into by the Company, certain of its subsidiaries and certain lenders and holders (or their managers, advisors or sub-advisors) of the Existing Debt (collectively, the “Supporting Holders”), as of November 14, 2024, Supporting Holders representing approximately
Simpson Thacher & Bartlett LLP served as counsel and PJT Partners served as financial advisor to the Company. Davis Polk & Wardwell LLP served as counsel and Perella Weinberg Partners served as financial advisor to an ad hoc group of certain of the Supporting Holders.
About the Exchange Offers and Consent Solicitations
The type and amount of securities to be issued at the closing of the Exchange Offers will depend on the participation levels in the Exchange Offers and Term Loan Exchange (collectively, the “Offers”) as described below. Either the Comprehensive Exchange Offers (as defined below) will be consummated or the Alternative Exchange Offers (as defined below) will be consummated, but not both.
Comprehensive Offers
Comprehensive Exchange Offers and Consent Solicitations
If Eligible Holders of at least
Concurrently with the Comprehensive Exchange Offers Communications is soliciting Consents (the “Comprehensive Consent Solicitations” and, together with the Comprehensive Exchange Offers, the “Comprehensive Offers”) from Eligible Holders of each series of Existing Notes to adopt certain proposed amendments, which will become operative in the event the Comprehensive Exchange Offers are consummated, to the indenture governing such series of Existing Notes (the “Comprehensive Proposed Amendments”), which include: (i) with consents from at least a majority in aggregate principal amount outstanding of such series of Existing Notes, (a) eliminating substantially all of the restrictive covenants as well as certain events of default and related provisions, (b) releasing the guarantees of the guarantors of such series of Existing Notes and eliminating related provisions and (c) with respect to the Existing Secured Notes, authorizing the entry into new intercreditor agreements (one of which will, among other things, require holders of the Existing Secured Notes to, after an event of default under the agreements that will govern the New Comprehensive Debt (as defined below), turn over all payments and other recoveries to, or on account of, such series of Existing Notes for the benefit of the holders of the New Comprehensive Debt as set forth therein); and (ii) with consents from at least
Each series of the New Comprehensive Notes will be fully and unconditionally guaranteed on a secured basis by iHeartMedia Capital I, LLC (“Holdings”) and each existing and future material domestic wholly-owned subsidiary of Communications, subject to certain exceptions (the “Comprehensive Guarantors”). The first lien New Communications Notes and the guarantees thereof will be secured, subject to permitted liens and certain other exceptions, by a first priority lien on substantially all of the assets of Communications and the Comprehensive Guarantors (the “Fixed Asset Collateral”), other than accounts receivable and related assets securing the Company’s asset-based revolving credit facility (the “ABL Collateral”), and by a second priority lien on the ABL Collateral. The second priority New Communications Notes and the guarantees thereof will be secured, subject to permitted liens and certain other exceptions, by a second priority lien on the Fixed Asset Collateral and by a third priority lien on the ABL Collateral.
Alternative Offers
Alternative Exchange Offers and Consent Solicitations
If the Comprehensive Threshold is not achieved, subject to certain terms and conditions being satisfied (including the Initial Supporting Holders Participation Condition (as defined below)), we will consummate a series of transactions whereby, among other things, (i) we will effect certain corporate reorganizations resulting in (a) the entities that hold our Katz Media business, Ad Tech business and our FCC licenses being transferred to IH Media + Entertainment I LLC (“Entertainment I”) and then immediately thereafter by Entertainment I to IH Media + Entertainment II LLC (“Entertainment II”), each a newly-formed subsidiary of Communications that we will designate as an unrestricted subsidiary under the agreements governing the Existing Debt, and (b) the guarantees of the Existing Debt provided by the entities transferred to Entertainment I and the liens on the collateral provided by such entities to secure the Existing Debt being released concurrently therewith, and (ii) we will consummate the “Alternative Exchange Offers” and issue the New Alternative Notes (as defined below).
The Alternative Exchange Offers will be conditioned upon Eligible Holders holding (i)
Concurrently with the Alternative Exchange Offers, Communications is soliciting Consents (the “Alternative Consent Solicitations” and, together with the Alternative Exchange Offers, the “Alternative Offers”) from Eligible Holders of each series of Existing Notes to adopt certain proposed amendments, which will become operative in the event the Alternative Exchange Offers are consummated, to the indenture governing such series of Existing Notes (“Alternative Proposed Amendments”), which include: (i) with consents from at least a majority in aggregate principal amount outstanding of such series of Existing Notes, (a) eliminating substantially all of the restrictive covenants as well as certain events of default and related provisions, (b) with respect to the Existing Unsecured Notes, releasing the guarantees of the guarantors of the Existing Unsecured Notes and eliminating related provisions and (c) with respect to the Existing Secured Notes, (x) providing for the guarantees of such series of Existing Secured Notes to be released at any time in Communications’ sole discretion and (y) authorizing the entry into new intercreditor agreements (one of which will among other things, require holders of the Existing Secured Notes to, after an event of default under the agreements that will govern the New Alternative Debt (as defined below) or New Alternative Intercompany Loan (as defined below), turn over all payments and other recoveries to, or on account of, such series of Existing Notes to the agent under the New Alternative Intercompany Loan), and (ii) with consents from at least
Each series of the New Entertainment Notes will be fully and unconditionally guaranteed on an unsecured basis by iHeartMedia and a secured basis by Entertainment I or Entertainment II, as applicable, each existing and future material, wholly-owned domestic subsidiary of Entertainment I, including those subsidiaries of Communications that will be transferred to Entertainment I in connection with the Alternative Offers, subject to certain exceptions. Each series of the first priority New Entertainment I Notes and the guarantees thereof (other than the guarantee by iHeartMedia) will be secured, subject to permitted liens and certain other exceptions, by a first priority lien on substantially all of the assets of Entertainment I and its subsidiaries, including the Intercompany Loan due January 15, 2031 to be issued by Holdings to Entertainment I in the Alternative Offers (the “New Alternative Intercompany Loan”) (the “Alternative Collateral”). The second priority New Entertainment II Notes and the guarantees thereof (other than the guarantee by iHeartMedia) will be secured, subject to permitted liens and certain other exceptions, by a second priority lien on the Alternative Collateral. The New Alternative Intercompany Loan will be fully and unconditionally guaranteed on a senior secured basis by Communications and each subsidiary of Communications that will guarantee the Existing Secured Notes and the Existing Term Loans following the Alternative Offers the “Alternative Communications Guarantors”). The New Alternative Intercompany Loan and the guarantees thereof will be secured by a first priority lien on substantially all of the assets of Communications and the Alternative Communications Guarantors (the “Alternative Communications Fixed Asset Collateral”), other than accounts receivable and related assets securing the Company’s asset-based revolving credit facility (the “Alternative Communications ABL Collateral”), and by a second priority lien on the Alternative Communications ABL Collateral. The New Alternative Communications Notes will be fully and unconditionally guaranteed on a senior secured basis by Holdings and each subsidiary of Communications that will guarantee the Existing 2028 Secured Notes and the New Alternative Communications Term Loans following the Alternative Offers. The New Alternative Communications Notes and the guarantees thereof will be secured, subject to permitted liens and certain other exceptions, by a first priority lien on the Alternative Communications Fixed Asset Collateral, and by a second priority lien on the Alternative Communications ABL Collateral.
Summary of the Exchange Offers
The new notes to be issued by Communications in the Comprehensive Exchange Offers are collectively referred to as the “New Comprehensive Notes” (and together with the term loans to be issued by Communications in the Term Loan Exchange, the “New Comprehensive Debt”). The new notes to be issued by Entertainment I and Entertainment II in the Alternative Exchange Offers are collectively referred to as the “New Entertainment Notes” and together with the new notes to be issued by Communications in the Alterative Exchange Offers, the “New Alternative Notes” (the New Alternative Notes together with the term loans to be issued by Entertainment I and Communications in the Term Loan Exchange, the “New Alternative Debt”).
The following table sets forth the applicable total exchange consideration and the applicable exchange consideration per
Existing Notes |
Total Exchange Consideration
For Every Existing Notes(2)(3) |
Exchange Consideration
For Every Existing Notes(2) |
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Title of Security / CUSIP No.(1) |
Aggregate Principal Amount Outstanding |
Comprehensive Exchange Offers |
Alternative Exchange Offers |
Comprehensive Exchange Offers |
Alternative Exchange Offers |
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CUSIP: 45174HBC0
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144A: 45174HBE6
ISIN:
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CUSIP: 144A: 45174HBG1 Reg S: U45057AL7
ISIN:
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CUSIP: 45174HBD8
ISIN: US45174HBD89 |
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(1) |
No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed here. They are provided solely for convenience. |
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(2) |
Participating Eligible Holders are also entitled to receive, with respect to their Existing Notes validly tendered and 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. |
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(3) |
Includes the applicable Early Tender Premium for Existing Notes validly tendered at or prior to the Early Tender Deadline. The Early Tender Premium with respect to each series of Existing Notes will be (i) in the Comprehensive Exchange Offers, an additional |
Important Information
The Exchange Offers and the Consent Solicitation will expire at 5:00 p.m.,
Eligible Holders of the Existing Notes who wish to participate in the Exchange Offers and Consent Solicitations must tender all their Existing Notes across each series in the Comprehensive Exchange Offers (and deliver consents in the related Comprehensive Consent Solicitations) and the Alternative Exchange Offers (and deliver consents in the related Alternative Consent Solicitations), and shall not be permitted to tender in only one or a subset of the foregoing. Eligible Holders of the Existing Notes who validly tender their Existing Notes in the Exchange Offers will be deemed to have tendered their Existing Notes in both the Comprehensive Exchange Offers and the Alternative Exchange Offers. In addition, such Eligible Holders will be deemed to have delivered consents for each Comprehensive Proposed Amendment and Alternative Proposed Amendment applicable to their Existing Notes.
There are no withdrawal or revocation rights in connection with any of the Exchange Offers. As a result, any tenders of Existing Notes and delivery of the related Consents will be final and irrevocable. Each Exchange Offer and Consent Solicitation is a separate offer and/or solicitation, and each may be individually amended, extended, terminated or withdrawn, subject to certain conditions and applicable law, at any time in the Issuers’ sole discretion, and without amending, extending, terminating or withdrawing any other Exchange Offer or Consent Solicitation; provided that the consummation of each Comprehensive Exchange Offer is conditioned upon consummation of all of the Comprehensive Exchange Offers and the applicable Term Loan Exchange, and the consummation of each Alternative Exchange Offer is conditioned upon consummation of all of the Alternative Exchange Offers and the applicable Term Loan Exchange. The Issuers reserve the right throughout the Exchange Offers to amend any of the terms of any Exchange Offers and/or Consent Solicitations, New Comprehensive Notes, and/or the New Alternative Notes, in their sole discretion without instituting withdrawal or revocation rights, regardless of the nature thereof. Any such amendment may be significant.
None of the Issuers, their advisors, the trustee of the Existing Notes, the trustee with respect to the New Comprehensive Notes or New Alternative Notes, as applicable, the Exchange Agent and Information Agent (each as defined below) or any affiliate of any of them, makes any recommendation as to whether Eligible Holders of Existing Notes should participate in the Exchange Offers and Consent Solicitations , and no one has been authorized by any of them to make such a recommendation. Eligible Holders of Existing Notes should read carefully the Offering Memorandum before making a decision to participate in the Exchange Offers and the Consent Solicitations. In addition, Eligible Holders of the Existing Notes must make their own decisions as to whether to tender their Existing Notes in the Exchange Offers and provide the consent in the related Consent Solicitation.
The Exchange Offers are being made, and the New Comprehensive Notes and New Alternative Notes are being offered and issued only to holders of Existing Notes that are either (i) persons who are reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (ii) persons other than “U.S. persons” as defined in Regulation S who agree to purchase any New Notes outside of
Only Eligible Holders of Existing Notes may receive a copy of the Offering Memorandum and participate in the Exchange Offers and the Consent Solicitations. The Exchange and Information Agent is Kroll Issuer Services (US) (“Kroll” or the “Exchange Agent” and the “Information Agent”). Detailed instructions regarding how Eligible Holders of Existing Notes can tender Existing Notes and deliver consents with respect to the Consent Solicitations are set forth in the Offering Memorandum. Questions concerning the Exchange Offers or Consent Solicitations or requests for additional copies of the Offering Memorandum or other related documents may be directed to Kroll at iheart@is.kroll.com. Eligible Holders of the Existing Notes should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Exchange Offers and the Consent Solicitations.
This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About the Term Loan Exchange and Term Loan Consent Solicitation
The Term Loan Exchange and Term Loan Consent Solicitation will be conducted pursuant to a separate exchange offer open to the lenders under the Existing Term Loan Credit Agreement (the “Existing Lenders”). Any Existing Lender that participates in the Term Loan Exchange (a “Participating Lender”) will agree to exchange all of its Existing Term Loans in the Term Loan Exchange. If the Comprehensive Threshold is achieved, each Participating Lender will receive (i) a new class of first lien term loans issued by Communications in a principal amount up to
Forward-Looking Statements
Certain statements herein constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which may cause the actual results, performance or achievements of iHeartMedia, Inc. and its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases "guidance," "believe," "expect," "anticipate," "will," "potential," "positioned," "estimates," "forecast," and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances are intended to identify such forward-looking statements. These statements include, but are not limited to, statements related to the transactions described above, including the Company’s ability to complete any of the transactions on the terms contemplated herein, on the timeline contemplated or at all, and the Company’s ability to realize the intended benefits of any such transactions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about our anticipated growth and financial performance, our expected costs savings and other capital and operating expense reduction initiatives, utilizing new technologies and programmatic platforms, trends in the advertising industry, and strategies and initiatives are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other important factors, some of which are beyond our control and are difficult to predict. Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this press release include, but are not limited to: risks related to weak or uncertain global economic conditions and our dependence on advertising revenues; competition, including increased competition from alternative media platforms and technologies; dependence upon our brand and the performance of on-air talent, program hosts and management; fluctuations in operating costs; technological and industry changes and innovations; shifts in population and other demographics; risks related to our use of artificial intelligence, impact of acquisitions, dispositions and other strategic transactions; risks related to our indebtedness; legislative or regulatory requirements; impact of legislation, ongoing litigation or royalty audits on music licensing and royalties; regulations and concerns regarding privacy and data protection and breaches of information security measures; risks related to scrutiny of environmental, social and governance matters; risks related to our Class A common stock; and regulations impacting our business and the ownership of our securities. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date hereof. Additional risks that could cause future results to differ from those expressed by any forward-looking statement are described in the Company’s reports filed with the
About iHeartMedia, Inc.
iHeartMedia, Inc. [Nasdaq: IHRT] is the leading audio media company in America, reaching over
View source version on businesswire.com: https://www.businesswire.com/news/home/20241118682596/en/
Media
Wendy Goldberg
Chief Communications Officer
(212) 377-1105
wendygoldberg@iheartmedia.com
Investors
Mike McGuinness
EVP, Deputy CFO, and Head of Investor Relations
(212) 377-1336
mbm@iheartmedia.com
Source: iHeartMedia, Inc.
FAQ
What exchange offers did iHeartMedia (IHRT) announce on November 15, 2024?
What percentage of debt holders supported iHeartMedia's (IHRT) exchange offers?
What is the support level for iHeartMedia's (IHRT) 2028 secured notes exchange offer?
