iHeartMedia (IHRT) 8-K Regulation FD Disclosure

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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): February 9, 2018

IHEARTMEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-53354	26-0241222
(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 Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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. (“iHeartCommunications”), a subsidiary of a subsidiary of iHeartMedia, Inc. (“iHeartMedia”), commenced exchange offers to exchange certain series of its outstanding series of debt securities (the “Existing Notes”) for new securities of iHeartCommunications, iHeartMedia and CC Outdoor Holdings, Inc. (the “Exchange Offers”) and concurrent consent solicitations with respect to the Existing Notes. In addition, on March 15, 2017, iHeartCommunications 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, iHeartCommunications has engaged in discussions with certain lenders under its Term Loan D and Term Loan E facilities and certain noteholders (collectively, the “Lenders”) and counsel to certain of those Lenders in connection with the Term Loan Offers and the Exchange Offers. In connection with these discussions, iHeartCommunications and certain Lenders entered intonon-disclosure agreements (“NDAs”). iHeartCommunications is making the disclosures herein in accordance with the terms of the NDAs. The discussions subject to the NDAs resulted in the exchange of term sheets between the Lenders and iHeartCommunications over the course of such discussions. On January 10, 2018, iHeartCommunications provided certain Lenders with a proposal, a copy of which is attached hereto as Exhibit 99.1. On January 19, 2018, certain Lenders (the “Cooperation Group Lenders”) provided iHeartCommunications with a proposal, a copy of which is attached hereto as Exhibit 99.2. On January 28, 2018, iHeartCommunications provided the Lenders with a proposal, a copy of which is attached hereto as Exhibit 99.3. On February 8, 2018, iHeartCommunications provided the Lenders with a proposal, a copy of which is attached hereto as Exhibit 99.4. On February 8, 2018, the Cooperation Group Lenders provided iHeartCommunications with a proposal, a copy of which is attached hereto as Exhibit 99.5. In connection with the proposals, iHeartCommunications provided the Lenders with a summary of its conditions for a proposal, which is set forth on Exhibit 99.6. As of February 9, 2018, iHeartCommunications had not provided such Lenders with, nor had it provided such Lenders access to, confidential information.

No agreement has been reached with respect to the above discussions and discussions remain ongoing. Any such agreement may involve the consent of additional junior debt holders who are not party to the negotiations and/or who have informed us that they are seeking additional consideration. Therefore, iHeartCommunications 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 Form8-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.

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The information set forth in this Current Report on Form8-K is being furnished pursuant to Item 7.01 of Form8-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 iHeartMedia’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 Form8-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 Term Sheet, provided by iHeartCommunications to the Lenders on January 10, 2018 (incorporated by reference to Exhibit 99.1 of iHeartCommunications, Inc.’s Current Report on Form8-K filed February 9, 2018).

99.2 Term Sheet and Summary of Conditions, provided by the Cooperation Group Lenders to iHeartCommunications on January  19, 2018 (incorporated by reference to Exhibit 99.2 of iHeartCommunications, Inc.’s Current Report onForm 8-K filed February 9, 2018).

99.3 Term Sheet, provided by iHeartCommunications to the Lenders on January 28, 2018 (incorporated by reference to Exhibit 99.3 of iHeart Communications, Inc.’s Current Report on Form 8-K filed February 9, 2018).

99.4 Term Sheet, provided by iHeartCommunications to the Lenders on February 8, 2018 (incorporated by reference to Exhibit 99.4 of iHeartCommunications, Inc.’s Current Report on Form 8-K filed February 9, 2018).

99.5 Term Sheet, provided by the Cooperation Group Lenders to iHeartCommunications on February  8, 2018 (incorporated by reference to Exhibit 99.5 of iHeartCommunications, Inc.’s Current Report on Form 8-K filed February 9, 2018).

99.6 Summary of Conditions provided by iHeartCommunications to the Lenders in response to conditions provided by the Cooperation Group Lenders to the Company (incorporated by reference to Exhibit 99.6 of iHeartCommunications, Inc.’s Current Report on Form 8-K filed on February 9, 2018).

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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.

	IHEARTMEDIA, INC.
Date: February 9, 2018	By:	/s/ Lauren E. Dean
		Lauren E. Dean
		Senior Vice President, Associate General Counsel and Assistant Secretary

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