8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): December 4, 2024

IHEARTMEDIA, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-38987	26-0241222
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20880 Stone Oak Parkway

San Antonio, Texas 78258

(Address of Principal Executive Offices, Including Zip Code)

(210) 822-2828

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.001 per share	IHRT	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On December 4, 2024, iHeartMedia, Inc. (the “Company”) issued a press release announcing that as of 5:00 p.m., New York City time, on November 29, 2024, $4,813,586,623 aggregate principal amount (92.0%) of the Existing Debt (as defined below) had been validly tendered and/or had agreed to participate in the previously announced exchange offers and consent solicitations relating to the Existing Debt consisting of the following: $750,585,122 aggregate principal amount (93.8%) of iHeartCommunications, Inc.’s (“Communications”) outstanding 6.375% Senior Secured Notes due 2026, $743,023,000 aggregate principal amount (99.1%) of Communications’ outstanding 5.25% Senior Secured Notes due 2027, $221,587,000 aggregate principal amount (44.3%) of Communications’ outstanding 4.75% Senior Secured Notes due 2028, $843,734,539 aggregate principal amount (92.1%) of Communications’ outstanding 8.375% Senior Notes due 2027 and $2,254,656,962 aggregate principal amount (99.5%) of Communications’ outstanding term loans (such series of notes and term loans, collectively, the “Existing Debt”).

In addition, the Company announced certain amendments to the exchange offers and consent solicitations for the Existing Debt, including extending the expiration time to 9:00 a.m., New York City time, on December 18, 2024, unless further extended by Communications, IH Media + Entertainment I, LLC and IH Media + Entertainment II, LLC, in their sole discretion.

A copy of the press release is attached hereto as Exhibit 99.1 and the information contained therein is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number		Description

99.1		Press Release, dated December 4, 2024.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


IHEARTMEDIA, INC.

By:		/s/ Scott D. Hamilton
		Name: Scott D. Hamilton
		Title: Senior Vice President, Chief Accounting Officer and Assistant Secretary

Date: December 4, 2024

SEC Form 8-K filed by iHeartMedia Inc.