Bondholders Decline iHeart ‘Priority’ Request


Here’s the good news for iHeart Media: a majority of holders of its senior notes due 2021 have consented to an amendment that allows the company to exclude any institutional “accredited investors” who are not “U.S. persons.”

This allows iHeart to forego registration requirements with the Securities & Exchange Commission, eliminating a delay and expense associated with registering the debt or equity securities offered in such exchange offers with the SEC.

But, there is also bad news — iHeart failed to receive consent solicitations with respect to its five priority guarantee notes.


The proposal would have seen the Aggregate Fixed Consideration Amount shift to a higher Aggregate Contingent
Consideration Amount 
for each of the following:

  • 9.0% Priority Guarantee Notes due 2019 — $1,999,815 to $2,999,723
  • 9.0% Priority Guarantee Notes due 2021 — $1,750,000 to $2,625,000
  • 11.25% Priority Guarantee Notes due 2021 — $575,000 to $862,500
  • 9.0% Priority Guarantee Notes due 2022 — $1,000,000 to $1,500,000
  • 10.625% Priority Guarantee Notes due 2023 — $950,000 to $1,425,000

Meanwhile, in conjunction with receiving the requisite consents in respect of the Senior Notes Indenture, iHeart executed a sixth supplemental indenture to the Senior Notes Indenture to effect the proposed amendment.

What did investors make of this?

They were disappointed, as iHeart shares sank 10.7% in Monday’s trading, to $1.25, on extremely high volume of 19.47 million shares. The average volume for iHeart stock is 8.74 million shares.


With a market cap of just $113.3 million, financial analysts will likely be keeping their eye on iHeart shares over the next several weeks.