Complex Bondholder Efforts Could Officially Split iHeart and CC Outdoor

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In a highly complex series of private offers to its bondholders, iHeartCommunications — the over-arching entity for publicly traded iHeartMedia and CC Outdoor Holdings — on Wednesday hit the start button on a plan that calls for a note swap … and a possible separation of iHeartMedia and CC Outdoor into two fully distinct and independently owned-and-operated companies.


Specifically, holders of its “Five Series of Priority Guarantee Notes” and its Senior Notes Due 2021 are being called on to turn in those notes, and to exchange them for new securities in connection with “a proposed global restructuring of its indebtedness.”

At the same time, iHeart is also seeking bondholder approval to amendments that would see a newly formed entity — CCO Holdings — hold an approximate 89.9% equity interest in Clear Channel Outdoor Holdings. But, this would only happen “upon closing of the Offers if the High Participation Threshold is achieved.”

Furthermore, iHeartCommunications on Wednesday commenced private offers (the “Term Loan Offers”) to eligible lenders under iHeartCommunications’ Term Loan D and Term Loan E facilities (the “Existing Term Loans”) to amend the Existing Term Loans and to exchange the Existing Term Loans for new securities of the issuers and Broader Media LLC.

The exchange offers and the consent solicitations for each issue of existing notes will expire at 5pm Eastern on April 14, unless extended by the issuers.

In an important caveat, the type and amount of securities that are issued at the closing of the exchange offers will depend on participation level in these offers, and the Term Loan offers.

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