8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2017

IHEARTCOMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Texas	001-09645	74-1787539
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

20880 Stone Oak Parkway

San Antonio, Texas 78258

(Address of principal executive offices)

Registrant’s telephone number, including area code: (210) 822-2828

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01. Regulation FD Disclosure

On March 15, 2017, iHeartCommunications, Inc. (the “Company”) commenced exchange offers to exchange certain series of its outstanding series of debt securities (the “Existing Notes”) for new securities of the Company, iHeartMedia, Inc. and CC Outdoor Holdings, Inc. and concurrent consent solicitations with respect to the Existing Notes. In addition, on March 15, 2017, the Company also commenced offers (the “Term Loan Offers”) to amend its outstanding Term Loan D and Term Loan E borrowings under its senior secured credit facility.

As previously disclosed, the Company has engaged in discussions with certain lenders under its Term Loan D and Term Loan E facilities and certain priority guarantee noteholders (collectively, the “Lenders”) and counsel to certain of those Lenders in connection with the Term Loan Offers. In connection with these discussions, the Company and certain Lenders entered into non-disclosure agreements (“NDAs”). The Company is making the disclosures herein in accordance with the terms of the NDAs. On November 21, 2017, the Company provided certain Lenders with a proposal, a copy of which is attached hereto as Exhibit 99.1. On November 28, 2017, the Lenders provided the Company with a counterproposal, a copy of which is attached hereto as Exhibit 99.2. As of November 30, 2017, the Company had not provided such Lenders with, nor had it provided such Lenders access to, confidential information.

No agreement has been reached with respect to the above discussions and discussions remain ongoing. There can be no assurance that any agreement will be reached. Any such agreement will require the consent of additional debt holders who are not party to the negotiations, and who hold substantial percentages of our debt. The information set forth in this Item 7.01 of this Current Report on Form 8-K is not an offer to sell or exchange, or solicitation of an offer to buy, any securities, or a solicitation of consents with respect to any securities.

The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following documents are furnished herewith:

Exhibit No.	Description
99.1	Term Sheet, provided by the Company to the Lenders on November 21, 2017.
99.2	Term Sheet, provided by the Lenders to the Company on November 28, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IHEARTCOMMUNICATIONS, INC.
Date: November 30, 2017	By:	/s/ Lauren E. Dean
		Lauren E. Dean
		Vice President, Associate General Counsel and Assistant Secretary

EX-99.1

Exhibit 99.1

Subject to Substantial Revision | Subject to FRE 408 and TRE 408 Subject to Confidentiality Agreements each dated as of November 21, 2017 Summary Term Sheet STRUCTURE /    Fully consensual transaction IMPLEMENTATION ABL    Remains outstanding and/or refinanced at closing Debt Consideration $[7.0]bn new debt at recapitalized iHeart [5-7] year maturity TERM LOANS    Collateral in substantially all assets of recapitalized iHeart AND PGNS Equity Consideration [87.5]% equity in recapitalized iHeart [87.5]% of iHeart’s ownership in Outdoor1 2018 & 2027    $[300]mm senior debt LEGACY NOTES    New debt will be pari passu with new senior debt issued to the Term Loans and PGNs 10% NOTES DUE 2018    Outstanding balance paid 14% NOTES DUE 2021    $[250]mm junior debt EXISTING IHM    [12.5]% equity in recapitalized iHeart EQUITY    [12.5]% of iHeart’s ownership in Outdoor1 MANAGEMENT    MIP to be negotiated OTHER    Full and mutual releases Note: Tax analysis of proposed structure is still under review by Kirkland & Ellis and the Company. 1. Reflects iHeartMedia’s ownership in Outdoor (e.g., 100% = 89.5% direct ownership). Assumes public stub remains outstanding.

Subject to Substantial Revision | Subject to FRE 408 and TRE 408 Subject to Confidentiality Agreements each dated as of November 21, 2017
Pro Forma Cap Tables and Equity Ownership
MEDIA    
iHeartCommunications
($ in millions) Maturity Current Adj. Pro Forma
Existing iHC Debt
ABL Credit Facility1 12/24/17 $365 — $365
Term Loan D 01/30/19 5,000 (5,000) —
Term Loan E 07/30/19 1,300 (1,300) —
Priority Guarantee Notes—9.00% 12/15/19 2,000 (2,000) —
Priority Guarantee Notes—9.00% 03/01/21 1,750 (1,750) —
Priority Guarantee Notes—11.25% 03/01/21 872 (872) —
Priority Guarantee Notes—9.00% 09/15/22 1,000 (1,000) —
Priority Guarantee Notes—10.625% 03/15/23 950 (950) —
Senior Notes—14.00% 02/01/21 1,764 (1,764) —
Senior Notes—6.875% 06/15/18 175 (175) —
Senior Notes—7.25% 10/15/27 300 (300) —
Senior Notes—10.00% 01/15/18 52 (52) —
Total Existing Debt $15,527 ($15,162) $365
New Debt    
Senior Takeback Paper [12/31/23] — $7,000 $7,000
Senior Debt (to Legacy Notes)3 [12/31/23] — 300 300
Junior Debt [12/31/25] — 250 250
Total New Debt — $7,550 $7,550
Total Media Debt $15,527 $7,915
OUTDOOR                
Clear Channel Outdoor                
($ in millions) Maturity Current Adj. Pro Forma
Senior Revolving Credit Facility 08/22/18 — — —
6.5% Series A Senior Notes 11/15/22 736 — 736
6.5% Series B Senior Notes 11/15/22 1,989 — 1,989
7.625% Series A Senior Sub Notes 03/15/20 275 — 275
7.625% Series B Senior Sub Notes 03/15/20 1,925 — 1,925
8.75% Senior Notes 12/15/20 375 — 375
Total Debt $ 5,300 — $ 5,300
Total Outdoor Debt $ 5,300 $ 5,300
PRO FORMA EQUITY OWNERSHIP    
Equity Split    Media Outdoor²
TLs / PGNs    87.5% 87.5%
Existing Equity    12.5% 12.5%
Total    100.0% 100.0%
Note:
1. Assumes ABL is refinanced.
2. Reflects iHeartMedia’s ownership in Outdoor (e.g., 100% = 89.5% direct ownership). Assumes public stub remains outstanding.
3. The new debt will be pari passu with the new debt issued to the Term Loans and PGNs.

EX-99.2

Exhibit 99.2

Confidential

Settlement Communication Subject to FRE 408, TRE 408 and TCPRC 154.073

Term Sheets

	Company Proposal (November 22, 2017)	Counter Proposal (November 28, 2017)
Structure / Implementation	•    Fully consensual transaction	•    Fully consensual transaction with option for stapled pre-packaged chapter 11 (PSA/RSA)
ABL	•    Remains outstanding and / or refinanced at closing	•    Remains outstanding and / or refinanced at closing
Term Loans and PGNs	•    Debt Consideration •    $[7.0]bn new debt at recapitalized iHeart •    [5-7] year maturity •    Collateral in substantially all assets of recapitalized iHeart	•    Debt Consideration •    $5.75bn new debt at recapitalized iHeart, less new debt at recapitalized iHeart issued to 2018 & 2027 Legacy Notes •    5-7 year maturity •    Collateral in substantially all assets of recapitalized iHeart
	•    Equity Consideration •    [87.5]% equity in recapitalized iHeart •    [87.5]% of iHeart’s ownership in Outdoor(1)	•    Equity Consideration •    95.3% equity in recapitalized iHeart •    100.0% of iHeart’s ownership in Outdoor(1)
2018 & 2027 Legacy Notes	•    $[300]mm senior debt •    New debt will be pari passu with new senior debt issued to the Term Loans and PGNs	•    $72mm new debt at recapitalized iHeart, pari passu with TLs + PGNs new debt •    1.2% equity in recapitalized iHeart
10% Notes due 2018	•    Outstanding balance paid	•    0.5% equity in recapitalized iHeart
14% Notes due 2021	•    $[250]mm junior debt	•    2.0% equity in recapitalized iHeart •    10.0% Warrants struck at equity value of $6.5bn (par plus accrued interest)(2)
Existing IHM Equity	•    [12.5]% equity in recapitalized iHeart •    [12.5]% of iHeart’s ownership in Outdoor(1)	•    1.0% equity in recapitalized iHeart •    10.0% Warrants struck at equity value of $8.3bn (par plus accrued interest)(2)
Management	•    MIP to be negotiated	•    MIP to be negotiated
Other	•    Full and mutual releases	•    Full and mutual releases •    Sponsor-held Term Loans and PGNs receive pro rata share of consideration offered to Non-Sponsor Held Term Loans & PGNs •    Intercompany debt to be resolved in a manner satisfactory to the consenting PGN holders and Term Lenders

Note: Tax analysis of proposed structure is still under review by Kirkland & Ellis and the Company.

(1) Reflects iHeartMedia’s ownership in Outdoor (e.g., 100% = 89.5% direct ownership). Assumes public stub remains outstanding.

(2) Amount estimated as of December 31, 2017. To be adjusted upward as of the closing date of the transaction.