EX-99.5 6 d531688dex995.htm EX-99.5 EX-99.5

Exhibit 99.5



Term sheet, provided by the Cooperation Group lenders to the Company on Febuary 8, 2018
Privileged and Confidential Privileged Settlement Communication Subject to FRE 408 and TRE 408 and Related Provisions Term Sheet Structure / Implementation Pre-packaged / Pre-arranged bankruptcy ABL Remains outstanding and / or refinanced at closing or with a DIP Debt Consideration $5.550bn new debt at recapitalized iHeart 5-7 year maturity Term Loans and PGNs Collateral in substantially all assets of recapitalized iHeart Equity Consideration 94.75% equity in recapitalized iHeart 100.0% of iHeart’s ownership in Outdoor(1) $200mm new debt at recapitalized iHeart, pari passu with new debt issued to the term loan and PGN lenders 2021 Notes and Legacy Notes 5.25% equity in recapitalized iHeart 3.3% warrants struck at $6.5bn equity value Existing IHM Equity Full and mutual releases conditioned upon the Sponsors not changing their ownership of iHeartMedia, Inc. from the date of this term sheet until the effective date of the plan. Management MIP to be negotiated Except as otherwise provided above, full and mutual releases Other Treatment of Intercompany Note acceptable to Term Loans / PGNs Term Loan and PGN holders willing to provide a DIP on market terms conditioned on DIP & Other Terms appropriate adequate protection, including distribution of excess cash during pendency of the case, for existing liens Note: Tax analysis of proposed structure 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