iHeartCommunications, Inc. (“iHeartCommunications”) announced today that it has extended the early tender date of its private offer (the “Exchange Offer”) to exchange outstanding 10.0% Senior Notes due 2018 (the “Outstanding Notes”) for newly-issued 11.25% Priority Guarantee Notes due 2021 (the “New Notes”) to a newly extended expiration date of midnight, New York City time, on February 3, 2017 (the “Extended Expiration Date”).
Accordingly, all Outstanding Notes validly tendered on or prior to the Extended Expiration Date will be eligible to receive the early tender consideration of $1,000 principal amount of New Notes for each $1,000 principal amount of Outstanding Notes tendered (such amount, the “Early Tender Consideration”). The “Withdrawal Deadline” of 5:00 p.m., New York City time, on January 4, 2017 has passed and holders may no longer withdraw Outstanding Notes tendered in the Exchange Offer. Holders of Outstanding Notes who previously tendered their Outstanding Notes prior to, or after, the original early tender date do not need to retender such Outstanding Notes or take any other action in response to this announcement in order to receive the Early Tender Consideration.
As of midnight, New York City time, on January 20, 2017, approximately $625.2 million in aggregate principal amount (or approximately 73.6%) of the Outstanding Notes, including approximately $503 million aggregate principal amount of Outstanding Notes held by subsidiaries of iHeartCommunications, had been validly tendered and not withdrawn in the Exchange Offer.
On January 23, 2017, iHeartCommunications entered into an exchange and support agreement with holders of approximately $103.8 million in aggregate principal amount (or approximately 12.2%) of the Outstanding Notes that have agreed to participate in the Exchange Offer on the terms set forth in this press release.
The Exchange Offer is being made pursuant to an offering circular dated December 20, 2016, as amended by this press release, and is exempt from registration under the Securities Act of 1933, as amended. Holders of Outstanding Notes are referred to the offering circular for the detailed terms and conditions of the Exchange Offer, which, other than with respect to the extension of the early tender date and the expiration date, remain unchanged.
Documents relating to the Exchange Offer are only being distributed to holders of the Outstanding Notes that complete and return a letter of eligibility confirming that they are eligible holders. Holders of Outstanding Notes that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offer, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form:
This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the New Notes or any other securities. The Exchange Offer is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the New Notes will be made only by means of the offering circular.