iHeartCommunications, Inc. Announces Pricing of Offering of 9.0% Priority Guarantee Notes due 2022
iHeartCommunications, Inc. Announces Pricing of Offering of 9.0% Priority Guarantee Notes due 2022
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San Antonio, September 22, 2014 鈥 iHeartCommunications, Inc. (鈥渋Heart鈥) announced today the pricing of its previously announced offering of $250.0 million aggregate principal amount of its 9.0% Priority Guarantee Notes due 2022 (the 鈥淣ew Notes鈥).听 The New Notes will be issued as 鈥渁dditional notes鈥 under the indenture governing iHeart鈥檚 outstanding $750.0 million 9.0% Priority Guarantee Notes due 2022, and will have identical terms to, and will be treated as a single class with, the previously issued notes.听听 The New Notes will be issued at a price of 101% of their principal amount plus accrued interest from September 10, 2014.
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The New Notes will be fully and unconditionally guaranteed on a senior secured basis by iHeart鈥檚 parent, 茄子污污视频 Capital I, LLC, and all of iHeart鈥檚 existing and future material wholly-owned domestic restricted subsidiaries. The New Notes and the related guarantees will be secured by (1) a lien on (a) the capital stock of iHeart and (b) certain property and related assets that do not constitute 鈥減rincipal property鈥 (as defined in the indenture governing iHeart鈥檚 legacy notes), in each case equal in priority to the liens securing the obligations under iHeart鈥檚 senior secured credit facilities and existing priority guarantee notes and (2) a lien on the accounts receivable and related assets securing iHeart鈥檚 receivables based credit facility junior in priority to the lien securing iHeart鈥檚 obligations thereunder.
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iHeart intends to use the net proceeds from the offering to prepay at par $245.9 million aggregate amount of its term loan B facility and $4.1 million aggregate amount of its term loan C鈥攁sset sale facility, and to pay accrued and unpaid interest with regard to such loans to, but not including, the date of prepayment.
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The New Notes and the related guarantees will be offered only to 鈥渜ualified institutional buyers鈥 in reliance on the exemption from registration pursuant to Rule 144A under the Securities Act of 1933, as amended (the 鈥淪ecurities Act鈥), and to persons outside of the United States in compliance with Regulation S under the Securities Act. The New Notes and the related guarantees have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
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This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy the New Notes or any other securities. The New Notes offering is not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful.
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Forward-Looking Statements
This press release contains forward-looking statements based on current iHeart management expectations. These forward-looking statements include all statements other than those made solely with respect to historical facts. Numerous risks, uncertainties and other factors may cause actual results to differ materially from those expressed in any forward-looking statements. Such risks and uncertainties include, but are not limited to, whether or not iHeart will consummate the offering. Many of the factors that will determine the outcome of the subject matter of this press release are beyond iHeart鈥檚 ability to control or predict. iHeart undertakes no obligation to revise or update any forward-looking statements, or to make any other forward-looking statements as a result of new information, future events or otherwise.