Majority of Senior Note Holders Give iHeart The Ok, But…

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The majority of iHeartMedia’s senior note holders (due in 2021) have agreed to amend the terms that govern those bonds. Holders of senior notes representing approximately 81.5% ($1.28 Billion) of the outstanding principal amount of the senior notes consented to the amend the terms. That’s the good news.

As the iHeart 8K points out, ” 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.”

In return iHeart will make a fixed fee cash payment of $1,729,168 to the consenting holders. The Company will also pay an aggregate contingent fee cash payment of $2,593,752 to the 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 now for the bad news. The Company also announced the expiration of its consent solicitations with respect to its five series of priority guarantee notes. As of the expiration time, iHeart had not received consents from holders representing a majority of the aggregate principal amount of each of its five series of priority guarantee notes outstanding. As a result, the proposed amendment will not be effected with respect to the company’s priority guarantee notes and no fixed fee or contingent fee will be paid to holders of such notes.

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