January 20, 2017 12:06 AM ET

Media

Company Overview of iHeartCommunications, Inc.

Company Overview

iHeartCommunications, Inc. operates as a media and entertainment company. The company operates in three segments: iHeartMedia, Americas Outdoor Advertising, and International Outdoor Advertising. The iHeartMedia segment operations include broadcast and digital radio, online and mobile services and products, program syndication, entertainment, traffic and weather data distribution, and music research services. It also operates Premiere Networks, a radio network that produces, distributes, or represents approximately 100 syndicated radio programs and serves 5,500 radio station affiliates. In addition, this segment provides real-time traffic and weather information via navigation systems, radio...

200 East Basse Road

Suite 100

San Antonio, TX 78209

United States

Founded in 1972

18,700 Employees

Phone:

210-822-2828

Key Executives for iHeartCommunications, Inc.

Chairman and Chief Executive Officer
Age: 62
President, Chief Financial Officer, Chief Operating Officer and Director
Age: 59
Chief Executive of Clear Channel's Adshel Joint Venture - Australia and New Zealand
Chairman of Clear Channel International and Chief Executive Officer of Clear Channel International
Age: 60
Chief Executive Officer of RCS Worldwide Division and President of RCS Worldwide Division
Compensation as of Fiscal Year 2016.

iHeartCommunications, Inc. Key Developments

iHeartCommunications, Inc. Announces the Early Tender Results of its Private Offer to Exchange 10.0% Senior Notes Due 2018 for Newly-Issued 11.25% Priority Guarantee Notes Due 2021

iHeartCommunications, Inc. (iHeartCommunications) announced the early tender results of its previously announced private offer (Exchange Offer) to holders of iHeartCommunications’ outstanding 10.0% Senior Notes due 2018 (Outstanding Notes) to exchange Outstanding Notes for newly-issued 11.25% Priority Guarantee Notes due 2021 (New Notes). The Exchange Offer, which is only available to holders of Outstanding Notes that have certified their status as (i) “qualified institutional buyers” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or institutional “accredited investors” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or (ii) non “U.S. persons” as that term is defined in Rule 902 under the Securities Act (each, an “Eligible Holder”), is being made pursuant to an Offering Circular dated December 20, 2016, and is exempt from registration under the Securities Act. As of the previously announced early tender date of 5:00 p.m., New York City time, on January 4, 2017 (Early Tender Date), approximately $597.5 million in aggregate principal amount (or approximately 70.3%) of the Outstanding Notes, including approximately $503 million aggregate principal amount of Outstanding Notes held by subsidiaries of iHeartCommunications, have been validly tendered and not withdrawn. Eligible Holders who have not already tendered their Outstanding Notes may continue to do so at any time prior to midnight, New York City time, on January 19, 2017 (Expiration Date), unless extended by iHeartCommunications. Eligible Holders who tender their Outstanding Notes after the Early Tender Date will receive $970 principal amount of New Notes in exchange for each $1,000 principal amount of Outstanding Notes validly tendered and accepted for exchange. Withdrawal rights for the Exchange Offer have expired, unless reinstated by iHeartCommunications.

iHeartCommunications, Inc. Proposes Private Offer to Exchange 10.0% Senior Notes Due 2018 for Newly-Issued 11.25% Priority Guarantee Notes Due 2021

iHeartCommunications, Inc. commenced a private offer to holders of iHeartCommunications’ outstanding 10.0% Senior Notes due 2018 to exchange Outstanding Notes for newly-issued 11.25% Priority Guarantee Notes due 2021. The New Notes will be issued as 'additional notes' under the indenture governing iHeartCommunications’ existing 11.25% Priority Guarantee Notes due 2021 that were issued on February 28, 2013, will be treated as a single class with the Existing Notes for all purposes under such indenture and will have the same terms as the Existing Notes. However, the New Notes will not trade fungibly with the Existing Notes. The Exchange Offer, which is only available to holders of Outstanding Notes that have certified their status as (i) “qualified institutional buyers” as that term is defined in Rule 144A under the Securities Act of 1933, as amended, or institutional “accredited investors” as that term is defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act, or (ii) non “U.S. persons” as that term is defined in Rule 902 under the Securities Act, is being made pursuant to an offering circular dated December 20, 2016, and is exempt from registration under the Securities Act. The Exchange Offer will expire at midnight, New York City time, on January 19, 2017, unless extended by iHeartCommunications. Eligible Holders who validly tender and do not validly withdraw Outstanding Notes on or prior to 5:00 p.m., New York City time, on January 4, 2017, unless extended by iHeartCommunications, will receive additional consideration. Tenders of Outstanding Notes may be withdrawn prior to 5:00 p.m., New York City time, on January 4, 2016, unless extended by iHeartCommunications. The New Notes will mature on March 1, 2021. The New Notes will accrue interest beginning on their issuance date at a rate of 11.25% per annum in cash. iHeartCommunications will pay interest on the New Notes on March 1 and September 1 of each year. The first interest payment date on the New Notes will be March 1, 2017. The Outstanding Notes are, and the New Notes will be, fully and unconditionally guaranteed, jointly and severally, on a senior basis by iHeartCommunications’ parent, iHeartMedia Capital I, LLC, and all of iHeartCommunications’ existing domestic wholly-owned restricted subsidiaries.

iHeartCommunications, Inc. Announces Successful Consent Solicitation to Holders of its Senior Notes Due 2021 and Expiration of Consent Solicitations to Holders of Its Five Series of Priority Guarantee Notes

iHeartCommunications, Inc. announced the results and expiration, on December 9, 2016, of the six separate consent solicitations (the ‘Consent Solicitations’) with respect to its senior notes due 2021 and its five series of priority guarantee notes that were launched on November 28, 2016 and amended on December 2, 2016. The company received consents from holders of $1,286,154,353 in aggregate principal amount of its senior notes due 2021 (the ‘Senior Notes’), representing approximately 81.5% of the total principal amount outstanding of the Senior Notes (excluding any notes held by the Company or its affiliates). In conjunction with receiving the requisite consents, the Company and the trustee for the Senior Notes executed a supplemental indenture to the indenture governing the Senior Notes (the ‘Senior Notes Indenture’) to effect the proposed amendment to Section 9.07 of the Senior Notes Indenture (the ‘Proposed Amendment’). The Proposed Amendment allows the Company to exclude, in any offer to consent, waive or amend any of the terms or provisions of the Senior Notes Indenture or the Senior Notes in connection with an exchange offer, any holders of Senior Notes who are not institutional ‘accredited investors,’ who are not non-’U.S. persons’, or those in foreign jurisdictions whose inclusion would require the Company to comply with the registration requirements or other similar requirements under any securities laws of such foreign jurisdiction. The Proposed Amendment does not permit the Company to exclude institutional accredited investors, non-U.S. persons in offshore transactions or other holders of Senior Notes in foreign jurisdictions from such exchange offers, so long as the Company would not need to register the exchange offers if made to such holders. The company will pay an aggregate cash payment of $1,729,168 (the ‘Fixed Fee’) to consenting holders of Senior Notes pro rata to such consenting holders in accordance with the aggregate principal amount of Senior Notes for which consents were validly delivered (and not revoked) in accordance with the conditions of the Consent Solicitation. Based on the consents received, the Fixed Fee will be allocated to the consenting holders in an amount equal to approximately $1.20 for each $1,000 principal amount of Senior Notes for which consents were validly delivered. In addition, upon effectiveness of a subsequent amendment to the Senior Notes Indenture, where the consideration for such amendment includes debt or equity securities issued on an unregistered basis in an exchange offer transaction, the Company will pay an aggregate cash payment of $2,593,752 (the ‘Contingent Fee’) to consenting holders of Senior Notes pro rata to such consenting holders in accordance with the aggregate principal amount of Senior Notes for which consents were validly delivered. Based on the consents received, if paid, the Contingent Fee will be allocated to the consenting holders in an amount equal to approximately $1.80 for each $1,000 principal amount of Senior Notes for which consents were validly delivered. The Contingent Fee, if it becomes payable, will not be paid at the same time as the Fixed Fee. There is no assurance that the Contingent Fee will be paid. In no event will the Company ever be required to pay the Contingent Fee more than once.

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