iHeartMedia, Inc. (NASDAQ: IHRT) (“iHeartMedia”, the “Company”
or “we”) announced the November 15, 2024 commencement of (i)
exchange offers (the “Exchange Offers”) for iHeartCommunications,
Inc.’s (“Communications”) outstanding 6.375% Senior Secured Notes
due 2026 (the “Existing 2026 Secured Notes”), 5.250% Senior Secured
Notes due 2027 (the “Existing 2027 Secured Notes”), 4.750% Senior
Secured Notes due 2028 (the “Existing 2028 Secured Notes” and
together with the Existing 2026 Secured Notes and the Existing 2027
Secured Notes, the “Secured Notes”) and 8.375% Senior Notes due
2027 (the “Existing Unsecured Notes” and, together with the Secured
Notes, the “Existing Notes”), and (ii) concurrent consent
solicitations (the “Consent Solicitations”) to amend certain
provisions in the indentures governing the Existing Notes pursuant
to the terms and conditions described in a Confidential Offering
Memorandum and Consent Solicitation Statement, dated November 15,
2024 (the “Offering Memorandum”). Eligible Holders (as defined
below) of the Existing Notes may not deliver consents in the
Consent Solicitations without tendering their Existing Notes in the
Exchange Offers.
Concurrently with, but separately from, the Exchange Offers and
Consent Solicitations, the Company also announced the commencement
of an exchange offer (the “Term Loan Exchange”) for Communications’
outstanding term loans (the “Existing Term Loans” and, together
with the Existing Notes, the “Existing Debt”) and a consent
solicitation (the “Term Loan Consent Solicitation”) to amend
certain provisions in the credit agreement governing the Existing
Term Loans (the “Existing Term Loan Credit Agreement”) in
connection with the Term Loan Exchange.
Pursuant to a Transaction Support Agreement entered into by the
Company, certain of its subsidiaries and certain lenders and
holders (or their managers, advisors or sub-advisors) of the
Existing Debt (collectively, the “Supporting Holders”), as of
November 14, 2024, Supporting Holders representing approximately
85.4% of the aggregate principal amount of the Existing Debt,
including approximately 84.1% aggregate principal amount of the
Existing 2026 Secured Notes, approximately 89.5% aggregate
principal amount of the Existing 2027 Secured Notes, approximately
40.9% aggregate principal amount of the Existing 2028 Secured
Notes, approximately 82.8% aggregate principal amount of the
Existing Unsecured Notes and approximately 95.3% aggregate
principal amount of the Existing Term Loans, have agreed to tender
and provide consents with respect to their Existing Notes in the
Exchange Offers and Consent Solicitations and exchange and provide
consents with respect to their Existing Term Loans in the
Term Loan Exchange and Term Loan Consent Solicitation.
Simpson Thacher & Bartlett LLP served as counsel and PJT
Partners served as financial advisor to the Company. Davis Polk
& Wardwell LLP served as counsel and Perella Weinberg Partners
served as financial advisor to an ad hoc group of certain of the
Supporting Holders.
About the Exchange Offers and Consent Solicitations
The type and amount of securities to be issued at the closing of
the Exchange Offers will depend on the participation levels in the
Exchange Offers and Term Loan Exchange (collectively, the “Offers”)
as described below. Either the Comprehensive Exchange Offers (as
defined below) will be consummated or the Alternative Exchange
Offers (as defined below) will be consummated, but not both.
Comprehensive Offers
Comprehensive Exchange Offers and Consent
Solicitations
If Eligible Holders of at least 95% of the outstanding aggregate
principal amount of each issue of Existing Debt tender and
participate in the Offers (such participation levels collectively,
the “Comprehensive Threshold”), subject to certain terms and
conditions set forth in the Offering Memorandum and the Term Loan
Exchange documentation being satisfied, we will consummate the
“Comprehensive Exchange Offers” and issue the New Comprehensive
Notes (as defined below).
Concurrently with the Comprehensive Exchange Offers
Communications is soliciting Consents (the “Comprehensive Consent
Solicitations” and, together with the Comprehensive Exchange
Offers, the “Comprehensive Offers”) from Eligible Holders of each
series of Existing Notes to adopt certain proposed amendments,
which will become operative in the event the Comprehensive Exchange
Offers are consummated, to the indenture governing such series of
Existing Notes (the “Comprehensive Proposed Amendments”), which
include: (i) with consents from at least a majority in aggregate
principal amount outstanding of such series of Existing Notes, (a)
eliminating substantially all of the restrictive covenants as well
as certain events of default and related provisions, (b) releasing
the guarantees of the guarantors of such series of Existing Notes
and eliminating related provisions and (c) with respect to the
Existing Secured Notes, authorizing the entry into new
intercreditor agreements (one of which will, among other things,
require holders of the Existing Secured Notes to, after an event of
default under the agreements that will govern the New Comprehensive
Debt (as defined below), turn over all payments and other
recoveries to, or on account of, such series of Existing Notes for
the benefit of the holders of the New Comprehensive Debt as set
forth therein); and (ii) with consents from at least 66.67% in
aggregate principal amount outstanding of such series of Existing
Secured Notes, releasing all liens on the collateral securing such
series of Existing Secured Notes and eliminating related
provisions.
Each series of the New Comprehensive Notes will be fully and
unconditionally guaranteed on a secured basis by iHeartMedia
Capital I, LLC (“Holdings”) and each existing and future material
domestic wholly-owned subsidiary of Communications, subject to
certain exceptions (the “Comprehensive Guarantors”). The first lien
New Communications Notes and the guarantees thereof will be
secured, subject to permitted liens and certain other exceptions,
by a first priority lien on substantially all of the assets of
Communications and the Comprehensive Guarantors (the “Fixed Asset
Collateral”), other than accounts receivable and related assets
securing the Company’s asset-based revolving credit facility (the
“ABL Collateral”), and by a second priority lien on the ABL
Collateral. The second priority New Communications Notes and the
guarantees thereof will be 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.
Alternative Offers
Alternative Exchange Offers and Consent
Solicitations
If the Comprehensive Threshold is not achieved, subject to
certain terms and conditions being satisfied (including the Initial
Supporting Holders Participation Condition (as defined below)), we
will consummate a series of transactions whereby, among other
things, (i) we will effect certain corporate reorganizations
resulting in (a) the entities that hold our Katz Media business, Ad
Tech business and our FCC licenses being transferred to IH Media +
Entertainment I LLC (“Entertainment I”) and then immediately
thereafter by Entertainment I to IH Media + Entertainment II LLC
(“Entertainment II”), each a newly-formed subsidiary of
Communications that we will designate as an unrestricted subsidiary
under the agreements governing the Existing Debt, and (b) the
guarantees of the Existing Debt provided by the entities
transferred to Entertainment I and the liens on the collateral
provided by such entities to secure the Existing Debt being
released concurrently therewith, and (ii) we will consummate the
“Alternative Exchange Offers” and issue the New Alternative Notes
(as defined below).
The Alternative Exchange Offers will be conditioned upon
Eligible Holders holding (i) 76.8% of the aggregate principal
amount of the Existing 2026 Secured Notes, (ii) 80.6% of the
aggregate principal amount of the Existing 2027 Secured Notes,
(iii) 38.1% of the outstanding aggregate principal amount of the
Existing 2028 Secured Notes and (iv) 82.8% of the aggregate
principal amount of the Existing Unsecured Notes tendering their
Existing Notes in the Exchange Offers and providing consents in the
Consent Solicitations, and holders of at least 92.3% of the
outstanding aggregate principal amount of Existing Term Loans
participating in the Term Loan Exchange and providing consents to
the Term Loan Consent Solicitation (the “Initial Supporting Holders
Participation Condition”). The Initial Supporting Holders
Participation Condition will be met if the Supporting Holders
participate in the Offers pursuant to their obligations under the
Transaction Support Agreement.
Concurrently with the Alternative Exchange Offers,
Communications is soliciting Consents (the “Alternative Consent
Solicitations” and, together with the Alternative Exchange Offers,
the “Alternative Offers”) from Eligible Holders of each series of
Existing Notes to adopt certain proposed amendments, which will
become operative in the event the Alternative Exchange Offers are
consummated, to the indenture governing such series of Existing
Notes (“Alternative Proposed Amendments”), which include: (i) with
consents from at least a majority in aggregate principal amount
outstanding of such series of Existing Notes, (a) eliminating
substantially all of the restrictive covenants as well as certain
events of default and related provisions, (b) with respect to the
Existing Unsecured Notes, releasing the guarantees of the
guarantors of the Existing Unsecured Notes and eliminating related
provisions and (c) with respect to the Existing Secured Notes, (x)
providing for the guarantees of such series of Existing Secured
Notes to be released at any time in Communications’ sole discretion
and (y) authorizing the entry into new intercreditor agreements
(one of which will among other things, require holders of the
Existing Secured Notes to, after an event of default under the
agreements that will govern the New Alternative Debt (as defined
below) or New Alternative Intercompany Loan (as defined below),
turn over all payments and other recoveries to, or on account of,
such series of Existing Notes to the agent under the New
Alternative Intercompany Loan), and (ii) with consents from at
least 66.67% in aggregate principal amount outstanding of such
series of Existing Secured Notes, eliminating or modifying certain
collateral-related provisions to permit liens on the collateral
securing such Existing Secured Notes to be released at any time in
Communications’ sole discretion.
Each series of the New Entertainment Notes will be fully and
unconditionally guaranteed on an unsecured basis by iHeartMedia and
a secured basis by Entertainment I or Entertainment II, as
applicable, each existing and future material, wholly-owned
domestic subsidiary of Entertainment I, including those
subsidiaries of Communications that will be transferred to
Entertainment I in connection with the Alternative Offers, subject
to certain exceptions. Each series of the first priority New
Entertainment I Notes and the guarantees thereof (other than
the guarantee by iHeartMedia) will be secured, subject to permitted
liens and certain other exceptions, by a first priority lien on
substantially all of the assets of Entertainment I and its
subsidiaries, including the Intercompany Loan due January 15, 2031
to be issued by Holdings to Entertainment I in the Alternative
Offers (the “New Alternative Intercompany Loan”) (the “Alternative
Collateral”). The second priority New Entertainment II Notes
and the guarantees thereof (other than the guarantee by
iHeartMedia) will be secured, subject to permitted liens and
certain other exceptions, by a second priority lien on the
Alternative Collateral. The New Alternative Intercompany Loan will
be fully and unconditionally guaranteed on a senior secured basis
by Communications and each subsidiary of Communications that will
guarantee the Existing Secured Notes and the Existing Term Loans
following the Alternative Offers the “Alternative Communications
Guarantors”). The New Alternative Intercompany Loan and the
guarantees thereof will be secured by a first priority lien on
substantially all of the assets of Communications and the
Alternative Communications Guarantors (the “Alternative
Communications Fixed Asset Collateral”), other than accounts
receivable and related assets securing the Company’s asset-based
revolving credit facility (the “Alternative Communications ABL
Collateral”), and by a second priority lien on the Alternative
Communications ABL Collateral. The New Alternative Communications
Notes will be fully and unconditionally guaranteed on a senior
secured basis by Holdings and each subsidiary of Communications
that will guarantee the Existing 2028 Secured Notes and the New
Alternative Communications Term Loans following the Alternative
Offers. The New Alternative Communications Notes and the guarantees
thereof will be secured, subject to permitted liens and certain
other exceptions, by a first priority lien on the Alternative
Communications Fixed Asset Collateral, and by a second priority
lien on the Alternative Communications ABL Collateral.
Summary of the Exchange Offers
The new notes to be issued by Communications in the
Comprehensive Exchange Offers are collectively referred to as the
“New Comprehensive Notes” (and together with the term loans to be
issued by Communications in the Term Loan Exchange, the “New
Comprehensive Debt”). The new notes to be issued by
Entertainment I and Entertainment II in the Alternative Exchange
Offers are collectively referred to as the “New Entertainment
Notes” and together with the new notes to be issued by
Communications in the Alterative Exchange Offers, the “New
Alternative Notes” (the New Alternative Notes together with the
term loans to be issued by Entertainment I and Communications in
the Term Loan Exchange, the “New Alternative Debt”).
The following table sets forth the applicable total exchange
consideration and the applicable exchange consideration per $1,000
principal amount of Existing Notes validly tendered and accepted
for exchange in the Exchange Offers:
Existing Notes
Total Exchange
Consideration
For Every $1,000
Principal Amount of
Existing
Notes(2)(3)
Exchange Consideration
For Every $1,000 Principal
Amount of
Existing Notes(2)
Title of Security /
CUSIP No.(1)
Aggregate
Principal
Amount
Outstanding
Comprehensive
Exchange Offers
Alternative
Exchange Offers
Comprehensive
Exchange Offers
Alternative
Exchange Offers
6.375% Senior Secured Notes due
2026
CUSIP: 45174HBC0 ISIN: US45174HBC07
$799,999,940
● $940 principal amount of 9.125%
Communications 1L Notes due 2029
● $50 cash
● $935 principal amount of 9.125%
Entertainment I 1L Notes due 2029
● $5 principal amount of 7.750%
Alternative Communications 1L Notes due 2030
● $50 cash
● $940 principal amount of 9.125%
Communications 1L Notes due 2029
● $10 cash
● $935 principal amount of 9.125%
Entertainment I 1L Notes 2029
● $5 principal amount of 7.750%
Alternative Communications 1L Notes due 2030
● $10 cash
5.250% Senior Secured Notes due
2027 CUSIP:
144A: 45174HBE6 Reg S: U45057AJ2
ISIN: 144A: US45174HBE62 Reg S:
USU45057AJ25
$750,000,000
● $880 principal amount of 7.750%
Communications 1L Notes due 2030
● $875 principal amount of 7.750%
Entertainment I 1L Notes 2030
● $5 principal amount of 7.750%
Alternative Communications 1L Notes due 2030
● $840 principal amount of 7.750%
Communications 1L Notes due 20230
● $835 principal amount of 7.750%
Entertainment I 1L Notes due 2030
● $5 principal amount of 7.750%
Alternative Communications 1L Notes due 2030
4.750% Senior Secured Notes due
2028
CUSIP:
144A: 45174HBG1
Reg S: U45057AL7
ISIN: 144A: US45174HBG11 Reg S:
USU45057AL70
$500,000,000
● $790 principal amount of 7.000%
Communications 1L Notes due 2031
● $785 principal amount of 7.000%
Entertainment I 1L Notes due 2031
● $5 principal amount of 7.750%
Alternative Communications 1L Notes due 2030
● $750 principal amount of 7.000%
Communications 1L Notes due 2031
● $745 principal amount of 7.000%
Entertainment I 1L Notes due 2031
● $5 principal amount of 7.750%
Alternative Communications 1L Notes due 2030
8.375% Senior Notes due 2027
CUSIP: 45174HBD8
ISIN: US45174HBD89
$916,356,997
● $790 principal amount of 10.875%
Communications 2L Notes due 2030
● $790 principal amount of 10.875%
Entertainment II 2L Notes due 2030
● $750 principal amount of 10.875%
Communications 2L Notes due 2030
● $750 principal amount of 10.875%
Entertainment II 2L Notes due 2030
(1)
No representation is made as to
the correctness or accuracy of the CUSIP or ISIN numbers listed
here. They are provided solely for convenience.
(2)
Participating Eligible Holders
are also entitled to receive, with respect to their Existing Notes
validly tendered and accepted for exchange, accrued and unpaid
interest, if any, in cash, from the last applicable interest
payment date to, but not including, the Settlement Date.
(3)
Includes the applicable Early
Tender Premium for Existing Notes validly tendered at or prior to
the Early Tender Deadline. The Early Tender Premium with respect to
each series of Existing Notes will be (i) in the Comprehensive
Exchange Offers, an additional $40 principal amount of the
applicable series of New Comprehensive Notes other than the
Existing 2026 Secured Notes and, with respect to the Existing 2026
Secured Notes, additional cash consideration of $40, in each case,
for every $1,000 principal amount of Existing Notes of such series
validly tendered; and (ii) in the Alternative Exchange Offers, an
additional $40 principal amount of the applicable series of New
Entertainment Notes other than the Existing 2026 Secured Notes and,
solely with respect to the Existing 2026 Secured Notes, additional
cash consideration of $40, in each case, for every $1,000 principal
amount of Existing Notes of such series validly tendered. The Early
Tender Premium is not included in the Exchange Consideration.
Important Information
The Exchange Offers and the Consent Solicitation will expire at
5:00 p.m., New York City time, on December 16, 2024, unless
extended by any of the Company, Entertainment I and Entertainment
II (as applicable) (collectively, the “Issuers”) in their sole
discretion (the “Expiration Time”). The deadline for Eligible
Holders to validly tender their Existing Notes and deliver Consents
in order to receive the applicable Total Exchange Consideration
(including the applicable Early Tender Premium) will be 5:00 p.m.,
New York City time on November 29, 2024 unless extended or earlier
terminated by the Issuers in their sole discretion (the “Early
Tender Deadline”). Eligible Holders who validly tender their
Existing Notes and deliver Consents after the Early Tender Date and
before the Expiration Time will only be eligible to receive the
applicable Exchange Consideration (which does not include the Early
Tender Premium). The Issuers will exchange any Existing Notes
pursuant to the Exchange Offers that have been validly tendered at
or prior to the Expiration Time and that are accepted for exchange,
subject to all conditions to the Exchange Offers and the Consent
Solicitations having been either satisfied or waived by the
Issuers, as soon as practicable after the Expiration Time (the
“Settlement Date”). The Exchange Offers and the Consent
Solicitations are conditioned upon the satisfaction or waiver of
the conditions set forth in the Offering Memorandum. Either the
Comprehensive Exchange Offers will be consummated or the
Alternative Exchange Offers will be consummated, but not both.
Eligible Holders of the Existing Notes who wish to participate
in the Exchange Offers and Consent Solicitations must tender all
their Existing Notes across each series in the Comprehensive
Exchange Offers (and deliver consents in the related Comprehensive
Consent Solicitations) and the Alternative Exchange Offers (and
deliver consents in the related Alternative Consent Solicitations),
and shall not be permitted to tender in only one or a subset of the
foregoing. Eligible Holders of the Existing Notes who validly
tender their Existing Notes in the Exchange Offers will be deemed
to have tendered their Existing Notes in both the Comprehensive
Exchange Offers and the Alternative Exchange Offers. In addition,
such Eligible Holders will be deemed to have delivered consents for
each Comprehensive Proposed Amendment and Alternative Proposed
Amendment applicable to their Existing Notes.
There are no withdrawal or revocation rights in connection with
any of the Exchange Offers. As a result, any tenders of Existing
Notes and delivery of the related Consents will be final and
irrevocable. Each Exchange Offer and Consent Solicitation is a
separate offer and/or solicitation, and each may be individually
amended, extended, terminated or withdrawn, subject to certain
conditions and applicable law, at any time in the Issuers’ sole
discretion, and without amending, extending, terminating or
withdrawing any other Exchange Offer or Consent Solicitation;
provided that the consummation of each Comprehensive Exchange Offer
is conditioned upon consummation of all of the Comprehensive
Exchange Offers and the applicable Term Loan Exchange, and the
consummation of each Alternative Exchange Offer is conditioned upon
consummation of all of the Alternative Exchange Offers and the
applicable Term Loan Exchange. The Issuers reserve the right
throughout the Exchange Offers to amend any of the terms of any
Exchange Offers and/or Consent Solicitations, New Comprehensive
Notes, and/or the New Alternative Notes, in their sole discretion
without instituting withdrawal or revocation rights, regardless of
the nature thereof. Any such amendment may be significant.
None of the Issuers, their advisors, the trustee of the Existing
Notes, the trustee with respect to the New Comprehensive Notes or
New Alternative Notes, as applicable, the Exchange Agent and
Information Agent (each as defined below) or any affiliate of any
of them, makes any recommendation as to whether Eligible Holders of
Existing Notes should participate in the Exchange Offers and
Consent Solicitations , and no one has been authorized by any of
them to make such a recommendation. Eligible Holders of
Existing Notes should read carefully the Offering Memorandum before
making a decision to participate in the Exchange Offers and the
Consent Solicitations. In addition, Eligible Holders of the
Existing Notes must make their own decisions as to whether to
tender their Existing Notes in the Exchange Offers and provide the
consent in the related Consent Solicitation.
The Exchange Offers are being made, and the New Comprehensive
Notes and New Alternative Notes are being offered and issued only
to holders of Existing Notes that are either (i) persons who are
reasonably believed to be “qualified institutional buyers” as
defined in Rule 144A under the Securities Act or (ii) persons other
than “U.S. persons” as defined in Regulation S who agree to
purchase any New Notes outside of the United States and who are
otherwise in compliance with the requirements of Regulation S. The
Issuers are not making the Exchange Offers in any jurisdiction
where the inclusion of any person in such jurisdiction would
require the Issuers or any subsidiary of the Issuers to comply with
registration requirements or other similar requirements under any
securities laws of such jurisdiction. The holders of Existing Notes
who have certified to us that they are eligible to participate in
the Exchange Offers pursuant to at least one of the foregoing
conditions are referred to as “Eligible Holders.”
Only Eligible Holders of Existing Notes may receive a copy of
the Offering Memorandum and participate in the Exchange Offers and
the Consent Solicitations. The Exchange and Information Agent
is Kroll Issuer Services (US) (“Kroll” or the “Exchange Agent” and
the “Information Agent”). Detailed instructions regarding how
Eligible Holders of Existing Notes can tender Existing Notes and
deliver consents with respect to the Consent Solicitations are set
forth in the Offering Memorandum. Questions concerning the
Exchange Offers or Consent Solicitations or requests for additional
copies of the Offering Memorandum or other related documents may be
directed to Kroll at iheart@is.kroll.com. Eligible Holders of the
Existing Notes should also consult their broker, dealer, commercial
bank, trust company or other institution for assistance concerning
the Exchange Offers and the Consent Solicitations.
This communication is for informational purposes only and does
not constitute an offer to sell, or a solicitation of an offer to
buy, any security and does not constitute an offer, solicitation or
sale of any security in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
About the Term Loan Exchange and Term Loan Consent
Solicitation
The Term Loan Exchange and Term Loan Consent Solicitation will
be conducted pursuant to a separate exchange offer open to the
lenders under the Existing Term Loan Credit Agreement (the
“Existing Lenders”). Any Existing Lender that participates in the
Term Loan Exchange (a “Participating Lender”) will agree to
exchange all of its Existing Term Loans in the Term Loan Exchange.
If the Comprehensive Threshold is achieved, each Participating
Lender will receive (i) a new class of first lien term loans issued
by Communications in a principal amount up to 94.0% of its Existing
Term Loans and (ii) cash in an amount up to 5.0% of its Existing
Term Loans. If the Comprehensive Threshold is not achieved, each
Participating Lender will receive (i) a new class of first lien
term loans issued by Entertainment I in a principal amount up to
93.5% of its Existing Term Loans, (ii) a new class of first lien
term loans issued by Communications in a principal amount up to
0.5% of its Existing Term Loans and (iii) cash in an amount up to
5.0% of its Existing Term Loans. The Term Loan Consent Solicitation
will amend the Existing Term Loan Credit Agreement to, among other
things, permit the transactions contemplated by the Transaction
Support Agreement and to remove substantially all affirmative and
negative covenants and mandatory prepayments and certain events of
default under the Existing Term Loan Credit Agreement.
Forward-Looking Statements
Certain statements herein constitute “forward-looking
statements”. Such forward-looking statements involve known and
unknown risks, uncertainties and other important factors which may
cause the actual results, performance or achievements of
iHeartMedia, Inc. and its subsidiaries to be materially different
from any future results, performance or achievements expressed or
implied by such forward-looking statements. The words or phrases
"guidance," "believe," "expect," "anticipate," "will," "potential,"
"positioned," "estimates," "forecast," and words of similar
meaning, as well as other words or expressions referencing future
events, conditions or circumstances are intended to identify such
forward-looking statements. These statements include, but are not
limited to, statements related to the transactions described above,
including the Company’s ability to complete any of the transactions
on the terms contemplated herein, on the timeline contemplated or
at all, and the Company’s ability to realize the intended benefits
of any such transactions. In addition, any statements that refer to
expectations or other characterizations of future events or
circumstances, such as statements about our anticipated growth and
financial performance, our expected costs savings and other capital
and operating expense reduction initiatives, utilizing new
technologies and programmatic platforms, trends in the advertising
industry, and strategies and initiatives are forward-looking
statements. These statements are not guarantees of future
performance and are subject to certain risks, uncertainties and
other important factors, some of which are beyond our control and
are difficult to predict. Various risks that could cause future
results to differ from those expressed by the forward-looking
statements included in this press release include, but are not
limited to: risks related to weak or uncertain global economic
conditions and our dependence on advertising revenues; competition,
including increased competition from alternative media platforms
and technologies; dependence upon our brand and the performance of
on-air talent, program hosts and management; fluctuations in
operating costs; technological and industry changes and
innovations; shifts in population and other demographics; risks
related to our use of artificial intelligence, impact of
acquisitions, dispositions and other strategic transactions; risks
related to our indebtedness; legislative or regulatory
requirements; impact of legislation, ongoing litigation or royalty
audits on music licensing and royalties; regulations and concerns
regarding privacy and data protection and breaches of information
security measures; risks related to scrutiny of environmental,
social and governance matters; risks related to our Class A common
stock; and regulations impacting our business and the ownership of
our securities. Other unknown or unpredictable factors also could
have material adverse effects on the Company’s future results,
performance or achievements. In light of these risks,
uncertainties, assumptions and factors, the forward-looking events
discussed in this press release may not occur. You are cautioned
not to place undue reliance on these forward-looking statements,
which speak only as of the date stated, or if no date is stated, as
of the date hereof. Additional risks that could cause future
results to differ from those expressed by any forward-looking
statement are described in the Company’s reports filed with the
U.S. Securities and Exchange Commission, including in the section
entitled “Part I, Item 1A. Risk Factors” of iHeartMedia, Inc.’s
Annual Reports on Form 10-K and “Part II, Item 1A. Risk Factors” of
iHeartMedia, Inc.’s Quarterly Reports on Form 10-Q. The Company
does not undertake any obligation to publicly update or revise any
forward-looking statements because of new information, future
events or otherwise.
About iHeartMedia, Inc.
iHeartMedia, Inc. [Nasdaq: IHRT] is the leading audio media
company in America, reaching over 90% of Americans every month.
iHeart’s broadcast radio assets alone have more consumer reach in
the U.S. than any other media outlet; twice the reach of the next
largest broadcast radio company; and over four times the ad-enabled
reach of the largest digital only audio service. iHeart is the
largest podcast publisher according to Podtrac, with more downloads
than the next two podcast publishers combined and has the number
one social footprint among audio players, with seven times more
followers than the next audio media brand, and the only fully
integrated audio ad tech solution across broadcast, streaming and
podcasts. The company continues to leverage its strong audience
connection and unparalleled consumer reach to build new platforms,
products and services.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241118682596/en/
Media Wendy Goldberg Chief Communications Officer (212) 377-1105
wendygoldberg@iheartmedia.com Investors Mike McGuinness EVP, Deputy
CFO, and Head of Investor Relations (212) 377-1336
mbm@iheartmedia.com
iHeartMedia (NASDAQ:IHRT)
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