iHeartMedia announces exchange offers, consent solicitations for existing notes

iHeartMedia (IHRT) announced the November 15, 2024 commencement of exchange offers for iHeartCommunications, Inc.’s outstanding 6.375% Senior Secured Notes due 2026, 5.250% Senior Secured Notes due 2027, 4.750% Senior Secured Notes due 2028 and 8.375% Senior Notes due 2027, and concurrent consent solicitations to amend certain provisions in the indentures governing the Existing Notes pursuant to the terms and conditions described in a Confidential Offering Memorandum and Consent Solicitation Statement, dated November 15, 2024. Eligible Holders of the Existing Notes may not deliver consents in the Consent Solicitations without tendering their Existing Notes in the Exchange Offers. Concurrently with, but separately from, the Exchange Offers and Consent Solicitations, the Company also announced the commencement of an exchange offer for Communications’ outstanding term loans and a consent solicitation to amend certain provisions in the credit agreement governing the Existing Term Loans 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 of the Existing Debt as of November 14, 2024, Supporting Holders representing approximately 85.4% of the aggregate principal amount of the Existing Debt, including approximately 84.1% aggregate principal amount of the Existing 2026 Secured Notes, approximately 89.5% aggregate principal amount of the Existing 2027 Secured Notes, approximately 40.9% aggregate principal amount of the Existing 2028 Secured Notes, approximately 82.8% aggregate principal amount of the Existing Unsecured Notes and approximately 95.3% aggregate principal amount of the Existing Term Loans, have agreed to tender and provide consents with respect to their Existing Notes in the Exchange Offers and Consent Solicitations and exchange and provide consents with respect to their Existing Term Loans in the Term Loan Exchange and Term Loan Consent Solicitation. 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.