iHeartCommunications seeks to exclude some holders from future offers

New York, Nov. 28 – iHeartCommunications, Inc. began a consent solicitation in which it is seeking permission to exclude some holders from future consent solicitations.

Specifically, the company is seeking to amend the indentures of six series of its notes in order to exclude holders who are neither institutional accredited investors nor non-U.S. persons from any offer to consent, waiver or amend the terms of the notes as part of an exchange offer.

iHeartCommunications is offering a fee of a specified dollar amount for each series of notes covered by the solicitation. The fee will be divided among all holders who deliver consents.

The fee has two parts, a fixed consideration which will be paid if the solicitation is successful and a contingent consideration which will be paid on the effectiveness of a subsequent amendment to the note indenture where the consideration for the amendment includes debt or equity securities issued on an unregistered basis in an exchange offer transaction. The contingent fee, if paid, will only be paid once.

The notes included in the solicitation and the fees are as follows:

• $1,999,815 fixed fee and $2,999,723 contingent fee for the 9% priority guarantee notes due 2019;

• $1.75 million fixed fee and $2,625,000 contingent fee for the 9% priority guarantee notes due 2021;

• $575,000 fixed fee and $862,500 contingent fee for the 11¼% priority guarantee notes due 2021;

• $1 million fixed fee and $1.5 million contingent fee for the 9% priority guarantee notes due 2022;

• $950,000 fixed fee and $1,425,000 contingent fee for the 10 5/8% priority guarantee notes due 2023; and

• $1,729,168 fixed fee and $2,593,752 contingent fee for the senior notes due 2021.

The solicitation runs until 5 p.m. ET on Dec. 7.

Moelis & Co. LLC (877 751-3389) is the solicitation agent. Global Bondholder Services Corp. (212 430-3774 or 866 470-3900) is the tabulation agent and information agent.

iHeartCommunications is a San Antonio-based media and entertainment company.

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