Each series of the New Debt is guaranteed on a senior secured basis by iHeartMedia Capital I, LLC (the “Parent Guarantor”) and each existing and future material, wholly-owned domestic subsidiary of the Parent Guarantor, subject to certain exceptions (the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”). Each series of the First Lien Debt and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on substantially all of the assets of iHeartCommunications and the Guarantors (the “Fixed Asset Collateral”), other than the accounts receivable and related assets of iHeartCommunications and the Guarantors (the “ABL Collateral” and, together with the Fixed Asset Collateral, the “Collateral”), and by a second priority lien on the ABL Collateral, and the Second Lien Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a second priority lien on the Fixed Asset Collateral and by a third priority lien on the ABL Collateral.
iHeartCommunications may redeem each series of the New Notes at its option, in whole or in part, at any time prior to December 20, 2026, at a price equal to 100% of the principal amount of the New Notes of such series redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date. iHeartCommunications may redeem each series of the New Notes at its option, in whole or in part, on or after December 20, 2026, at the redemption prices set forth in the First Lien Indenture or Second Lien Indenture, as applicable, plus accrued and unpaid interest to the redemption date. iHeartCommunications may make voluntary prepayments of the New Term Loans at its option, in whole or in part, subject to a prepayment premium as set forth in the New Term Loan Credit Agreement. Upon the occurrence of certain events, including a change of control, asset sales in excess of certain thresholds and, in the case of the 2029 First Lien Notes and the New Term Loans, excess cash flows in excess of certain thresholds, iHeartCommunications will be required to repay or make an offer to repurchase, as applicable, the New Debt (or in the case of excess cash flows, the 2029 First Lien Notes and the New Term Loans) pursuant to and subject to the provisions set forth in the applicable Debt Instrument.
The Debt Instruments contain covenants that limit iHeartCommunications’ and its subsidiaries’ ability to, among other things (and subject to certain exceptions): incur additional indebtedness; pay dividends on, or make distributions in respect of, their capital stock or repurchase their capital stock; make certain investments or other restricted payments; sell certain assets; create liens; merge, consolidate or transfer or dispose of all or substantially all of their assets; repay certain junior indebtedness or existing debt; restrict the ability of subsidiaries to pay dividends; make loans or transfer property to iHeartCommunications or its subsidiaries; permit the subsidiaries that hold FCC licenses to engage in other businesses; transfer FCC licenses or incur indebtedness; transfer material assets to non-guarantors; engage in transactions with affiliates; and change lines of business. The Debt Instruments also restrict the Parent Guarantor from engaging in any material business or operations. The Debt Instruments also contain total net leverage ratio requirements (which fall away upon certain conditions being met) tested 30 days prior to the maturity dates of the 2027 Secured Notes, the 2028 Secured Notes and the Unsecured Notes to the extent the aggregate outstanding principal amount of such notes to which such maturity date applies exceeds $50 million on such date.
In connection with the Comprehensive Transactions and on the Settlement Date, iHeartCommunications, the Guarantors and the administrative agent, collateral agent and/or trustee, as applicable, for each series of New Debt, the Existing Term Loans and the 2028 Secured Notes entered into a Multi-Lien Intercreditor Agreement (the “Multi-Lien Intercreditor Agreement”). Additionally, on the Settlement Date, (i) the administrative agent, collateral agent and/or trustee, as applicable, for each series of First Lien Debt entered into joinders to the First Lien Intercreditor Agreement, dated as of May 1, 2019 (the “First Lien Intercreditor Agreement”), by and among iHeartCommunications, the grantors from time to time party thereto and the collateral agents party thereto, and (ii) the administrative agent, collateral agent and/or trustee, as applicable, for each series of New Debt entered into joinders to the ABL Intercreditor Agreement, dated as of May 1, 2019 (the “ABL Intercreditor Agreement”), by and among iHeartCommunications, the grantors from time to time party thereto and the collateral agents party thereto. Such intercreditor agreements set forth the relative rights of, and relationships among, the administrative agents, collateral agents and trustees party thereto, the holders represented by them and the holders (and their representatives) under any future debt of iHeartCommunications and the Guarantors secured by liens on the Collateral (or, in the case of the ABL Intercreditor Agreement, the ABL Collateral) in respect of the exercise of rights and remedies against the Collateral or the ABL Collateral, as applicable.
The descriptions of the First Lien Indenture, the 2029 First Lien Notes, the 2030 First Lien Notes, the 2031 First Lien Notes, the Second Lien Indenture, the Second Lien Notes, the Term Loan Exchange Agreement, the New Term Loan Credit Agreement (including the New Term Loans), the Multi-Lien Intercreditor Agreement, the First Lien Intercreditor Agreement, the joinder thereto, the ABL Intercreditor Agreement and the joinder thereto are qualified in their entirety by references to the complete texts thereof, copies of which are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4, 4.5, 4.6, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7, respectively, and are incorporated herein by reference.
