IHEARTMEDIA, INC. : Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement

On November 22, 2019, iHeartCommunications, Inc. ("iHeartCommunications"), an indirect, wholly-owned subsidiary of iHeartMedia, Inc. (the "Company"), completed the sale of $500,000,000 in aggregate principal amount of 4.75% Senior Secured Notes due 2028 (the "Notes") in a private placement to qualified institutional buyers under Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to persons outside the United States pursuant to Regulation S under the Securities Act. iHeartCommunications used the net proceeds from the Notes, together with cash on hand, to prepay at par $500,000,000 of borrowings outstanding under its term loan facility (the "Term Loan Facility").

The Notes were issued pursuant to an indenture, dated as of November 22, 2019 (the "Indenture"), by and among iHeartCommunications, iHeartMedia Capital I, LLC, iHeartCommunications' direct parent (the "Parent Guarantor"), the subsidiary guarantors party thereto (collectively with the Parent Guarantor, the "Guarantors"), and U.S. Bank National Association, a national banking association, as trustee and as collateral agent. The Notes mature on January 15, 2028 and bear interest at a rate of 4.75% per annum. Interest will be payable semi-annually on January 15 and July 15 of each year, beginning on July 15, 2020.

The Notes are guaranteed on a senior secured basis by the Parent Guarantor and the subsidiaries of iHeartCommunications that guarantee the Term Loan Facility. The Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on the capital stock of iHeartCommunications and substantially all of the assets of iHeartCommunications and the Guarantors (the "Notes Collateral"), other than accounts receivable and related assets (the "ABL Collateral"), and by a second priority lien on accounts receivable and related assets securing iHeartCommunications' asset-based revolving credit facility (the "ABL Facility").

The Notes and the related guarantees rank equally in right of payment with all of iHeartCommunications' and the Guarantors' existing and future indebtedness that is not expressly subordinated to the Notes (including the Term Loan Facility, iHeartCommunications' 5.25% Senior Secured Notes due 2027 and 6.375% Senior Secured Notes due 2026 (together, the "Existing Secured Notes") and iHeartCommunications' 8.375% Senior Notes due 2027), effectively equal with iHeartCommunications' and the Guarantors' existing and future indebtedness secured by a first priority lien on the Notes Collateral (including the Term Loan Facility and the Existing Secured Notes) to the extent of the value of such collateral, effectively subordinated to all of iHeartCommunications' and the Guarantors' existing and future indebtedness that is secured by ABL Collateral (including the ABL Facility) to the extent of the value of such collateral, and structurally subordinated to all existing and future indebtedness and other liabilities of any subsidiary of iHeartCommunications that is not a guarantor of the Notes.

iHeartCommunications may redeem the Notes at its option, in whole or part, at any time prior to January 15, 2023, at a price equal to 100% of the principal amount of the Notes redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date. iHeartCommunications may redeem the Notes, in whole or in part, on or after January 15, 2023, at the redemption prices set forth in the Indenture plus accrued and unpaid interest to the redemption date. At any time on or before November 15, 2022, iHeartCommunications may elect to redeem up to 40% of the aggregate principal amount of the Notes at a redemption price equal to 104.75% of the principal amount thereof, plus accrued and unpaid interest to the redemption date, with the net proceeds of one or more equity offerings.

The Indenture contains covenants that limit the Parent Guarantor's ability and the ability of its restricted subsidiaries to, among other things: (i) incur or guarantee additional debt or issue certain preferred stock; (ii) redeem, purchase or retire subordinated debt; (iii) make certain investments; (iv) create restrictions on the payment of dividends or other amounts from the Parent Guarantor's restricted subsidiaries; (v) enter into certain transactions with affiliates; (vi) merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of their assets; (vii) sell certain assets; (viii) designate the Parent Guarantor's subsidiaries as unrestricted subsidiaries, and (ix) pay dividends, redeem or repurchase capital stock or make other restricted payments

The description of the Notes and the Indenture contained in this Current Report on Form 8-K is qualified in its entirety by reference to the complete text of the Indenture and the Notes, copies of which are filed as Exhibits 4.1 and 4.2 hereto, respectively, and are incorporated herein by reference.

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 8.01.  Other Events.

On November 18, 2019, the Company issued a press release announcing the pricing of the offering of the Notes. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.

In connection with the pricing of the Notes, on November 18, 2019, iHeartCommunications and the Guarantors entered into a Purchase Agreement with Morgan Stanley & Co. LLC, relating to the issuance and sale of the Notes. The Purchase Agreement contained customary representations, warranties and agreements by iHeartCommunications and the Guarantors, and customary conditions to closing, indemnification obligations of iHeartCommunications and the Guarantors, including for liabilities under the Securities Act, other obligations of the parties and termination provisions.

Item 9.01    Financial Statements and Exhibits



Exhibit
No.                                      Description

4.1           Indenture, dated as of November 22, 2019, by and among
            iHeartCommunications, Inc., the guarantors party thereto and U.S.
            Bank National Association, as trustee and as collateral agent.

4.2           Form of 4.75% Senior Secured Notes due 2028 (incorporated by
            reference to Exhibit A to Exhibit 4.1 filed herewith).

99.1          Press Release issued by iHeartMedia, Inc. dated November 18,
            2019.




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