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): March 2, 2018

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.)

20880 Stone Oak Parkway

San Antonio, Texas 78258

(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.

As previously disclosed, iHeartCommunications, Inc. (the “Company”) has engaged in discussions with its stakeholders with respect to the restructuring of its capital structure. Since the Company’s proposal on February 8, 2018, the Company has been in regular contact with each of its creditor and equity constituents to develop a proposal that has the most support possible. The proposal attached to this Current Report on Form 8-K reflects the Company’s attempt to harmonize the views that it has received directly from the various groups of noteholders, lenders and the Company’s equity holders and is hereby disclosed to all its creditor and equity constituents.

No agreement has been reached with respect to the above discussions and discussions remain ongoing. The Company will continue to work with all of its constituents to develop a consensual transaction to allocate consideration among its various stakeholders. There can be no assurances that a consensual transaction or any agreement will be reached. 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 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 filings. The filing 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

99.1 Company Harmonizing Term Sheet, dated March 1, 2018.

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: March 2, 2018	By:	/s/ Lauren E. Dean
		Lauren E. Dean
		Senior Vice President, Associate General Counsel and Assistant Secretary

2

EX-99.1

We understand that the PGNs/Term Lenders have been negotiating individual RSAs with each of the 2021 Group and the Sponsors around a restructuring.  While the Company has not been involved in these discussions, we are not opposed to each of you continuing your bilateral efforts with the PGNs/Term Lenders.  Please keep us advised real time of the results of those discussions.  Since its February 8 Proposal, the Company has been in regular contact with each of its creditor and equity constituents to develop a proposal that has the most support possible.  The attached proposal reflects the Company’s attempt to harmonize the views received directly from each of you.  We ask that you each consider it as soon as possible.  A couple of additional observations:   This proposal provides less value to the equity holders than what we understand is being offered by the PGNs/Term Lenders under their RSA.   This proposal provides less value to the junior creditors than what we understand is being offered by the PGNs/Term Lenders under their RSA.   This proposal does not contemplate any additional consideration to the Legacy Holders.  We understand that the Legacy Holders proposal of February 26, which only allocated value among creditors, was rejected by each of PJT and the 2021 Group.  The 2021 Group has stated that they do not support any additional consideration for the Legacy Holders.  We would want to continue those discussions to ensure that every possible opportunity for full consensus is explored.   This proposal requests a modest increase from the PGNs/Term Lenders from their February 8 Proposal, but the Company believes that the February 8 Proposal offered less value to the Company than the January 19th Proposal made by the PGNs/Term Lenders.    We look forward to hearing from you. Privileged and Confidential Privileged Settlement Communication Subject to FRE 408 and TRE 408 and Related Provisions Exhibit 99.1

Term Sheet STRUCTURE / IMPLEMENTATION Pre-arranged bankruptcy ABL Remains outstanding and / or refinanced at closing TERM LOANS AND PGNS Debt Consideration $5.55bn new debt at recapitalized iHeart 5-7 year maturity Collateral in substantially all assets of recapitalized iHeart Equity Consideration 93.25% equity in recapitalized iHeart 100.0% of iHeart’s ownership in Outdoor1 2021 NOTES AND LEGACY NOTES $200mm new debt at recapitalized iHeart 5.0% equity in recapitalized iHeart EXISTING IHM EQUITY 1.75% equity in recapitalized iHeart MANAGEMENT MIP to be negotiated OTHER Full and mutual releases conditioned upon the Sponsors not changing their ownership of iHeart from the date of this term sheet until the effective date of the plan Treatment of Intercompany Note to be discussed Notes:Tax analysis of proposed structure still under review by Kirkland & Ellis and the Company Reflects iHeartMedia’s ownership in Outdoor (e.g., 100% = 89.5% direct ownership). Assumes public stub remains outstanding Privileged and Confidential Privileged Settlement Communication Subject to FRE 408 and TRE 408 and Related Provisions