8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 17, 2017

IHEARTCOMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Texas	001-09645	74-1787539
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 East Basse Road, Suite 100

San Antonio, Texas 78209

(Address of principal executive offices)

Registrant’s telephone number, including area code: (210) 822-2828

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 7.01. Regulation FD Disclosure.

On March 15, 2017, iHeartCommunications, Inc. (the “Company”) commenced exchange offers (the “Notes Exchange Offers”) to exchange certain series of its outstanding debt securities (the “Existing Notes”) for new securities of the Company, iHeartMedia, Inc. and CC Outdoor Holdings, Inc. and concurrent consent solicitations with respect to the terms of the Existing Notes. On March 15, 2017, the Company also commenced offers (the “Term Loan Offers”) to amend its outstanding Term Loan D and Term Loan E borrowings under its senior secured credit facility.

As previously disclosed, the Company has engaged in discussions with lenders under its Term Loan D and Term Loan E facilities. Those discussions have most recently included Symphony Asset Management, Eaton Vance and OppenheimerFunds (the “Holders”), in connection with the Term Loan Offers. On May 11, 2017, the Company received a letter from counsel to the Holders with respect to its discussions with the Holders. A copy of the letter from counsel to the Holders is attached hereto as Exhibit 99.1. The Company and the Holders entered into non-disclosure agreements (“NDAs”) in furtherance of these discussions. The Company is making the disclosures herein in accordance with the terms of the NDAs.

The discussions subject to the NDAs involved continued negotiations with respect to a potential global restructuring of the indebtedness of the Company. These discussions resulted in several term sheets exchanged back and forth over the past couple of months. On June 26, 2017, the Company provided the Holders with a proposal, and on July 13, 2017, the Holders provided the Company with a counterproposal. A copy of a presentation made by advisors to the Company to the Holders that includes an overview of the proposal and counterproposal is attached hereto as Exhibit 99.2.

No agreement has been reached with respect to the above discussions and discussions remain ongoing. There can be no assurance that any agreement will be reached. Any such agreement will require the consent of additional debt holders who are not party to the negotiations, and who hold substantial percentages of our debt. The information set forth in this Item 7.01 of this Current Report on Form 8-K is not an offer to sell or exchange, or solicitation of an offer to buy any securities, or a solicitation of consents with respect to any securities.

The information set forth in this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The filing of this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following documents are furnished herewith:

Exhibit No.	Description
99.1	Letter from Legal Counsel to Holders to the Company’s advisor dated May 11, 2017
99.2	Presentation dated July 17, 2017

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IHEARTCOMMUNICATIONS, INC.
Date: July 17, 2017	By:	/s/ Lauren E. Dean
		Lauren E. Dean
		Vice President, Associate General Counsel and Assistant Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Letter from Legal Counsel to Holders to the Company’s advisor dated May 11, 2017
99.2	Presentation dated July 17, 2017

EX-99.1

Exhibit 99.1

Michael Messersmith Partner +1 312.583.2374 Direct Michael.Messersmith@apks.com

May 11, 2017

VIA EMAIL AND OVERNIGHT DELIVERY

Adam Keil

Moelis & Company

399 Park Avenue - 5th Floor

New York, NY 10022

Dear Mr. Keil:

As you know, Arnold & Porter Kaye Scholer LLP (“APKS”) represents certain funds managed by Symphony Asset Management (such funds, collectively, “Symphony”) in their capacity as lenders under that certain Amended and Restated Credit Agreement, dated as of May 13, 2008, as amended and restated as of February 23, 2011 (as so amended and restated, the “Credit Agreement”), among Clear Channel Communication, Inc. and Clear Channel Capital I (together with their affiliates and subsidiaries party thereto, the “Company”), Citibank N.A., as Administrative Agent and the lenders from time to time party thereto (the “Lenders”).

Symphony holds approximately $280 million of term loans currently outstanding under the Credit Agreement (the “Loans”).

Symphony and APKS appreciate the time spent by Moelis & Company (“Moelis”) and Kirkland & Ellis LLP (“K&E”) discussing with us the proposed exchange offer (the “Proposed Exchange”) set forth in the Term Loan Confidential Information Memorandum dated March 15, 2017 (as amended, the “CIM”). As we’ve noted to you and K&E, while Symphony has concerns regarding certain aspects of the Proposed Exchange as currently set forth in the CIM, Symphony continues to believe that a properly crafted de-levering exchange transaction would be in the best interests of the Company and its stakeholders.

Accordingly, Symphony and APKS have spent considerable time and effort working to develop an exchange structure, principal financial terms and other components of a transaction that could be an alternative to the Proposed Exchange and obtain the support of the Company and its stakeholders (the “Proposed Alternative

Adam Keil

May 11, 2017

Page 2

Transaction”). Symphony has shared with Moelis certain aspects of the Proposed Alternative Transaction and has had several discussions with Moelis about the merits of the Proposed Alternative Transaction and a potential strategy to achieve consummation thereof.

Symphony believes that the Proposed Alternative Transaction, if advanced, could obtain significant support from the Company’s debt investors and finally bridge the chasm between the Company and certain of its stakeholders. Symphony and APKS have been in regular contact with several of the Company’s largest Lenders, including OppenheimerFunds and Eaton Vance, regarding the Proposed Alternative Proposal and have shared certain principal terms thereof. These Lenders collectively hold Loans of more than $1 billion and have indicated to Symphony and APKS that they would consider the Proposed Alternative Transaction and would be supportive of Symphony and APKS continuing to work to create a formal term sheet with respect thereto.

As discussed with you, while Symphony is interested in continuing its work to promptly prepare and negotiate a term sheet in respect of the Proposed Alternative Transaction, it is unable to do so without (a) receiving certain pertinent information from the Company and its advisors at Moelis and K&E, subject to the execution of appropriate confidentiality agreements, and (b) the reimbursement of the reasonable fees and expenses of its advisors, including APKS, subject to a budget. We have discussed these specific requests with OppenheimerFunds and Eaton Vance and they each are supportive and look forward to working with us and you to see if a deal can be reached.

Accordingly, Symphony requests that the Company and its Board consider the requests set forth in clauses (a) and (b) of the immediately preceding paragraph, so that we can continue to move forward with finalizing the Proposed Alternative Transaction. Of course, if you have any questions, please feel free to contact me or Symphony directly. While Symphony looks forward to working with you in this regard, please note that nothing herein should be deemed a commitment by any Lender, including Symphony, OppenheimerFunds or Eaton Vance, to consent to or participate in any transaction, including the Proposed Alternative Transaction.

Very truly yours,

/s/ Michael Messersmith

Michael Messersmith

Partner

Adam Keil

May 11, 2017

Page 3

cc (via email):	Alan Glantz, Esq.
	Christopher Beard
	Scott Caraher

EX-99.2

July 17, 2017 Presentation Regarding iHeart Exhibit 99.2

Overview of Discussions [ ] A group of Term Loan Lenders (Eaton Vance, OppenheimerFunds and Symphony Asset Management) (collectively, “Lender Group”) representing in excess of $1bn in debt reached out to iHeartMedia (the “Company”) with a proposed alternative to the current global exchange offers, which alternative structure includes the addition of a HoldCo debt ahead of the existing equity On May 11, 2017, the Company’s advisors received a letter from Arnold & Porter Kaye Scholer proposing that the Company make certain pertinent information available to the Lender Group and their advisors in order to continue evaluating the proposed transaction and derive an alternative proposal Since May 2017, there have been significant discussions between the Lender Group principals and the Company principals on economic and structural aspects with respect to the high participation scenario Concurrently, the Lender Group’s advisors, Arnold & Porter Kaye Scholer and Ducera Partners (collectively, the “Lender Group’s Advisors”), held discussions with the Company’s advisors to understand certain structural considerations and diligence on a professional eyes only basis Non-disclosure agreements were executed to facilitate discussions; this presentation is therefore made public as a result of the lapse of those agreements These discussions resulted in several term sheets exchanged back and forth over the past couple of months On June 26, 2017, the Company responded to the latest term sheet from the Lender Group. As of that date, the Lender Group indicated they were not prepared to endorse the offer as proposed by the Company On July 12, 2017, the Lender Group and the Lender Group’s Advisors met with PJT and Jones Day, advisors to a separate group of creditors, to discuss a proposal On July 13, 2017, the Lender Group’s Advisors sent the latest proposal to the Company, which the Lender Group’s Advisors indicated was shared with PJT and Jones Day at the meeting held on the previous day To date, there has not been an agreement on a transaction. The following pages include a summary of the current transaction in the market as well as the latest proposals made by the Lender Group and the Company

[ ] Proposed Transaction Economic Term Sheet Current Market Offer Company Proposal 6/26/2017 Lender Group Proposal 7/13/2017 HOLDCO STRUCTURE N/A iHeartMedia (“IHRT” or “Holdco”) will issue the new debt and will hold the following equity interests: Existing equity interest in CC Outdoor Holdings (“CCOH”) (minimum of 51% economic / 81% voting) Existing equity interest in iHeartCommunications (minimum of 51% economic) Creditors will receive equity from iHeartCommunications (“IHRTC”) (49% of the economic interest) and CCOH (49% economic / 19% voting) Same as Company Proposal HOLDCO DEBT N/A Participating holders of Term Loans and PGNs receive new HoldCo Debt issued by IHRT, secured by all of the equity interests of IHRTC and CCOH by IHRT $375mm principal amount, shared on a pro rata basis by participating holders 8% PIK interest 5 year maturity ECF sweep based on cash at HoldCo level Restrictions on ability of IHRT to sell any of its equity in IHRTC and CCOH pledged to secure HoldCo Debt, which will prevent Sponsors from realizing any value in such equity until the HoldCo Debt is repaid Participating holders of Term Loans and PGNs receive new HoldCo Debt issued by IHRT, secured by all of the equity interests of IHRTC and CCOH by IHRT $500 million principal amount, shared on a pro rata basis by participating holders 8% PIK interest 5 year maturity ECF sweep based on cash at HoldCo level No-call subject to a make-whole TBD Restrictions on ability of IHRT to sell any of its equity in IHRTC and CCOH pledged to secure HoldCo Debt, which will prevent Sponsors from realizing any value in such equity until the HoldCo Debt is repaid

[ ] Proposed Transaction Economic Term Sheet (cont’d) Current Market Offer Company Proposal 6/26/2017 Lender Group Proposal 7/13/2017 IHRTC DEBT IHRTC Debt Exchange Ratio Term Loans & PGNs: 75% 14% Senior Notes: 35% Terms of IHRTC Debt tranches as follows: 2019 Term Loan D: L+6.25% (L+4.25% cash, 2.0% PIK, 1.0% floor) 2021 Term Loan F 2019 Term Loan E: L+7.0% (L+5.0% cash, 2.0% PIK, 1.0% floor) 2021 Term Loan G 9.0% 2019 PGN: 8.5% (6.5% cash, 2.0% PIK) 2021 Sr. Sec. Notes 9.0% 2021 PGN: 6.5% (6.5% cash) 2023 Sr. Sec. Notes 11.25% 2021 PGN: 8.75% (8.75% cash) 2023 Sr. Sec. Notes 9.0% 2022 PGN: 6.5% (6.5% cash) 2024 Sr. Sec. Notes 10.625% 2023 PGN: 8.125% (8.125% cash) 2025 Sr. Sec. Notes 14.0% 2021 Sr. Notes: 6.5% (6.5% cash) 2023 Sr. Sec. Notes Prepayment premium schedule based on March Exchange (i.e. 120% prior to 01/01/20, declining schedule based on respective interest rates) Covenant restrictions consistent with offering circular First lien on substantially all IHRTC assets IHRTC Debt Exchange Ratio Term Loans & PGNs Below 95% participation: 80% 95% participation or greater: 83% 14% Senior Notes: 35% Terms of IHRTC Debt tranches: 2019 Term Loan D: L+6.75% (L+4.25% cash, 2.5% PIK, 1.0% floor) 2021 Term Loan F 2019 Term Loan E : L+7.5% (L+5.0% cash, 2.5% PIK, 1.0% floor) 2021 Term Loan G 9.0% PGN due 2019: 9.0% (6.5% cash, 2.5% PIK) 2021 Sr. Sec. Notes 9.0% PGN due 2021: 7.5% (6.5% cash, 1.0% PIK) 2023 Sr. Sec. Notes 11.25% PGN due 2021: 9.75% (8.75% cash, 1.0% PIK) 2023 Sr. Sec. Notes 9.0% PGN due 2022: 7.5% (6.5% cash, 1.0% PIK) 2024 Sr. Sec. Notes 10.625% PGN due 2023: 9.125% (8.125% cash, 1.0% PIK) 2025 Sr. Sec. Notes 14.0% Sr. Notes due 2021: 7.5% (6.5% cash, 1.0% PIK) due 2023 Sr. Sec. Notes PIK toggle Prepayment premium schedule based on March Exchange (i.e. 120% prior to 01/01/20, declining schedule based on respective interest rates) Covenant restrictions consistent with offering circular (including, without limitation, those relating to asset sales, debt and lien incurrences, investments and restricted payments) First lien on substantially all iHRTC assets and the guarantors IHRTC Debt Exchange Ratio Term Loans & PGNs: Below 90% participation: 80% 90% to below 95% participation: 82% 95% participation or greater: 83% 14% Senior Notes: 35% Terms of IHRTC Debt tranches Same interest rates as Company Proposal ECF sweep to be included Prepayment premium schedule based on March Exchange (i.e. 120% prior to 01/01/20, declining schedule based on respective interest rates) Covenant restrictions applicable to IHRTC Debt (including, without limitation, those relating to asset sales, debt and lien incurrences, investments and restricted payments) First lien on substantially all assets of IHRTC and the guarantors

Proposed Transaction Economic Term Sheet (cont’d) [ ] Current Market Offer Company Proposal 6/26/2017 Lender Group Proposal 7/13/2017 PRO FORMA EQUITY OWNERSHIP Participating Term Loans, PGNs, and 14% Senior Notes receive pro forma IHRT and CCOH equity Up to 49%, determined based on fixed exchange ratio (i.e. maximum of 49% if 100% of holders participate, with aggregate ownership declining based on declining participation) Participating Term Loans, PGNs, and 14% Senior Notes receive pro forma standalone IHRTC and CCOH equity Fixed pot: 49%; shared on a pro rata basis by participating holders Same as Company Proposal TERM LOAN TO PGN EXCHANGE Participating Term Loans are subject to being exchanged, at the Company’s option, into any series of PGNs on a par-for-par basis to the extent necessary to achieve requisite consent for a particular series of PGNs [To be discussed] TBD structure to provide for Term Loans to exchange, at the option of each participating holder of Term Loans, into any series of PGNs Economic incentives for exchanged Term Loans TBD SPONSOR MANAGEMENT FEES Sponsor Management Fee eliminated to preserve liquidity for the estate RELEASES Mutual releases TBD Mutual releases

Current Market Offer Organizational Chart [ ] Existing Equity 90% 10% Creditors iHeartMedia “IHRT” CC Outdoor Holdings (“CCOH”) Clear Channel Outdoor Public [51]% of value [81]% of vote [51]% of value [100]% of vote up to [49]% of value [0]% of vote up to [49]% of value up to [19]% of vote iHeartCommunications “IHRTC” Creditors

[ ] Proposed Structure Organizational Chart (applicable to both proposals) Existing Equity 90% 10% Creditors iHeartMedia “IHRT” New Debt CC Outdoor Holdings (“CCOH”) Clear Channel Outdoor Public [51]% of value [81]% of vote [51]% of value [100]% of vote [49]% of value [0]% of vote [49]% of value [19]% of vote iHeartCommunications “IHRTC” Creditors