Another Extension For iHeart Exchange Offers


On March 15, iHeartCommunications commenced private offers to eligible lenders under its Term Loan D and Term Loan E facilities to amend the existing term loans and exchange them for new securities of iHeartMedia and CC Outdoor Holdings and/or iHeart Communications.

Just after 9pm Eastern on April 5, the company said the term loan offers would expire at 5pm Eastern on April 14, allowing for a one-week extension.

At the same time, iHeart extended to April 21 the private offers to holders of certain series of iHeartCommunications’ outstanding debt securities to exchange the existing notes for new securities of CC Outdoor Holdings, iHeartCommuncations, and iHeartMedia.

On Thursday (4/13), a second extension was given. Now, the company says in a pre-Opening Bell announcement that the exchange offers and consent solicitations set to expire tomorrow (4/28) at 5pm Eastern will now expire on May 12, at 5pm Eastern.

The deadline to withdraw tendered Existing Notes in the Exchange Offers and revoke consents in the Consent Solicitations has also been extended to May 12 at 5pm Eastern.

Why is iHeart doing this? The company says the extensions are being done “to continue discussions” with its note holders and lenders.

Thus far, participation has been scant: As of 5pm Eastern on Wednesday (4/26), an aggregate principal amount of approximately $30.9 million of Existing Notes—representing just 0.4% of outstanding Existing Notes, had been tendered into the Exchange Offers.

The extensions come as iHeart has amended the private offers to lenders under its Term Loan D and Term Loan E facilities.

This is being done to “increase the ratio of amended term loans to Existing Term Loans,” iHeart said.

The amendments and extensions to the Term Loan Offers will be set forth in a Supplement No. 4 to the Confidential Information Memorandum dated April 13, 2017 (as amended or supplemented from time to time, the “Confidential Information Memorandum”). The amendments will increase the ratio of amended term loans to Existing Term Loans as set forth below:


What does the amendment to the term loan offers accomplish?

The consideration being offered in the “Mid Participation Scenario” is now the same as the consideration being offered in the “Low Participation Scenario,” as iHeart sweetens its offer to interested parties.

The consideration being offered in the High Participation Scenario or the Term Loans Only Scenario has not been amended.

The term loan offers are only available to holders of existing term loans and are exempt from registration under the Securities Act of 1933.