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): February 1, 2018
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 February 1, 2018, iHeartCommunications, Inc. (the “Company”) issued a press release announcing that it has elected not to make the cash interest payment of approximately $106 million due on February 1, 2018 with respect to its outstanding Senior Notes due 2021 (the “2021 Notes”). Under the indenture governing the 2021 Notes, the Company has a 30-day grace period to make the interest payment before such default triggers an event of default. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in 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 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
| 99.1 | Press Release issued by iHeartCommunications, Inc., dated February 1, 2018. |
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: February 1, 2018 | By: | /s/ Lauren E. Dean | ||||
| Lauren E. Dean | ||||||
| Senior Vice President, Associate General Counsel and Assistant Secretary | ||||||
2
Exhibit 99.1
iHeartCommunications, Inc. Announces That It Elected Not to Make Interest Payment on Unsecured Notes and Will Utilize Grace Period Under Indenture
Active discussions among lenders, noteholders, and financial sponsors continue
San Antonio, TX, February 1, 2018 – iHeartCommunications, Inc. today announced that its Board of Directors has elected not to make a cash interest payment of $106 million, due February 1, 2018, to holders of its 14% senior unsecured notes due 2021 (the “Notes”) as active discussions continue among its lenders, noteholders, and financial sponsors regarding a comprehensive debt restructuring. The Company’s Board elected not to make the payment in connection with ongoing efforts to proactively and comprehensively address the Company’s capital structure.
The decision will not trigger an event of default under the indenture as the Company will utilize a 30-day grace period under the indenture during which it retains the right to make the interest payment to the holders of the Notes and remain in compliance with the indenture governing the Notes.
The Board is considering options as part of its strategy to achieve a comprehensive restructuring of the Company’s debt.
About iHeartMedia, Inc. / iHeartCommunications, Inc.
iHeartMedia, Inc. (PINK: IHRT), the parent company of iHeartCommunications, Inc., is one of the leading global media, entertainment and data companies. The company specializes in radio, digital, outdoor, mobile, social, live events, on-demand entertainment and information services for local communities, and uses its unparalleled national reach to target both nationally and locally on behalf of its advertising partners. The company is dedicated to using the latest technology solutions to transform the company’s products and services for the benefit of its consumers, communities, partners and advertisers, and its outdoor business reaches over 31 countries across five continents, connecting people to brands using innovative new technology.
Contacts
iHeartMedia, Inc.
Media
Wendy Goldberg, 212-377-1105
Executive Vice President, Communications
or
Investor Relations
Eileen McLaughlin, 212-377-1116
Vice President, Investor Relations