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LONG-TERM DEBT | 12 Months Ended
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Dec. 31, 2024
Debt Disclosure [Abstract] |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt outstanding consisted of the following:
(In thousands) | December 31, 2024 |  | December 31, 2023
Asset-based Revolving Credit Facility due 2027(1) | $ | — |  |  | $ | — |
Term Loan Facility due 2026(2) | 5,095 |  |  | 1,864,032 |
Incremental Term Loan Facility due 2026(2) | 1,500 |  |  | 401,220 |
Term Loan Facility due 2029(2) | 2,145,724 |  |  | — |
6.375% Senior Notes due 2026(2)(3) | 44,644 |  |  | 800,000 |
5.25% Senior Notes due 2027(2)(3) | 6,983 |  |  | 750,000 |
8.375% Senior Unsecured Notes due 2027(2) | 72,388 |  |  | 916,357 |
4.75% Senior Secured Notes due 2028(2) | 276,868 |  |  | 500,000 |
9.125% First Lien Notes due 2029(2) | 717,588 |  |  | — |
7.75% First Lien Notes due 2030(2) | 661,285 |  |  | — |
7.00% First Lien Notes due 2031(2) | 178,443 |  |  | — |
10.875% Second Lien Notes due 2030(2) | 675,165 |  |  | — |
Other subsidiary debt(4) | 5,008 |  |  | 3,367 |
Original issue discount | (4,247) |  |  | (7,558) |
Long-term debt fees | (8,974) |  |  | (12,268) |
Debt Premium(5) | 293,999 |  |  | — |
Total debt | 5,071,469 |  |  | 5,215,150 |
Less: Current portion | 22,501 |  |  | 340 |
Total long-term debt | $ | 5,048,968 |  |  | $ | 5,214,810 |
(1)On November 6, 2024, the Company amended its ABL Credit Agreement that provides the $450 million senior secured asset-based revolving credit facility (the "ABL Facility"), providing for, among other things, the applicable rate with respect to the loans provided thereunder to be increased by 0.50% and certain of the covenants and default provisions to become amended. Refer to the 'ABL Amendment' section below for more information. As of December 31, 2024, the ABL Facility had a facility size of $450.0 million, no outstanding borrowings and $23.7 million of outstanding letters of credit, resulting in $426.3 million of borrowing base availability. (2)On December 20, 2024, the Company completed its previously announced exchange offers and consent solicitations. Refer to the 'Debt Exchange Transaction,' 'New Indentures; New Term Loan Credit Agreement,' and 'Supplemental Indentures' sections below for more information. (3)Subsequent to the Debt Exchange Transaction, the 6.375% Senior Notes and the 5.25% Senior Notes are no longer secured. (4)Other subsidiary debt consists of finance lease obligations maturing at various dates from 2025 through 2045. (5)The difference between the carrying value of the exchanged 5.250% Senior Secured Notes, 4.750% Senior Secured Notes, and 8.375% Notes and the principal amount of the 7.75% First Lien Notes due 2030, 7.00% First Lien Notes due 2031 and the 10.875% Second Lien Notes due 2030 was recorded as debt premium and will be reduced as contractual interest payments are made. The Company’s weighted average interest rate was 9.4% and 7.3% as of December 31, 2024 and December 31, 2023, respectively. The aggregate market value of the Company’s debt based on market prices for which quotes were available was approximately $4.1 billion and $4.2 billion as of December 31, 2024 and December 31, 2023, respectively. Under the fair value hierarchy established by ASC 820-10-35, Fair Value Measurement, the fair market value of the Company’s debt is classified as either Level 1 or Level 2. As of December 31, 2024, we were in compliance with all covenants related to the Company's debt agreements. Debt Exchange Transaction On December 20, 2024 (the “Settlement Date”), iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged: (i)$755.4 million principal amount of the existing 6.375% Senior Secured Notes due 2026 (the “2026 Secured Notes”) for $717.6 million principal amount of the new 9.125% Senior Secured First Lien Notes due 2029 (the “2029 First Lien Notes”) and cash consideration of $37.6 million, (ii)$743.0 million principal amount of the existing 5.250% Senior Secured Notes due 2027 (the “2027 Secured Notes”) for $661.3 million principal amount of the new 7.750% Senior Secured First Lien Notes due 2030 (the “2030 First Lien Notes”), (iii)$223.1 million principal amount of the existing 4.750% Senior Secured Notes due 2028 (the "2028 Secured Notes") for $178.4 million principal amount of the new 7.000% Senior Secured First Lien Notes due 2031 (the “2031 First Lien Notes” and, together with the 2029 First Lien Notes and the 2030 First Lien Notes, the “First Lien Notes”), (iv)$844.0 million principal amount of the existing 8.375% Senior Notes due 2027 (the “Unsecured Notes”) for $675.2 million principal amount of the new 10.875% Senior Secured Second Lien Notes due 2030 (the “Second Lien Notes” and, together with the First Lien Notes, the “New Notes”), and (v)$2,258.7 million principal amount of the existing senior secured first lien term loans due 2026 (the “Existing Term Loans”) for $2,145.7 million principal amount of the new senior secured first lien term loans due 2029 (the “New Term Loans” and, together with the First Lien Notes, the “First Lien Debt”; the First Lien Debt together with the Second Lien Notes, the “New Debt”) and cash consideration of $112.9 million pursuant to a term loan exchange agreement (the “Term Loan Exchange Agreement”) (collectively, the “Comprehensive Transactions”). New Indentures; New Term Loan Credit Agreement The First Lien Notes were issued pursuant to an indenture, dated as of the Settlement Date (the “First Lien Indenture”), by and among iHeartCommunications, the Guarantors (as defined below) party thereto and U.S. Bank Trust Company, National Association (“U.S. Bank”), as trustee and collateral agent for each series of the First Lien Notes. The Second Lien Notes were issued pursuant to an indenture, dated as of the Settlement Date (the “Second Lien Indenture” and, together with the First Lien Indenture, the “Indentures”), by and among iHeartCommunications, the Guarantors and U.S. Bank, as trustee and collateral agent. The New Term Loans were incurred under a credit agreement, dated as of the Settlement Date (the “New Term Loan Credit Agreement” and, together with the Indentures, the “Debt Instruments”), by and among iHeartCommunications, the Guarantors, Bank of America, N.A. (“BofA”), as administrative agent and collateral agent, and each lender party thereto. The 2029 First Lien Notes will mature on May 1, 2029, bear interest at an initial rate of 9.125% per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2029 First Lien Notes) and interest will be payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2025. The 2030 First Lien Notes will mature on August 15, 2030, bear interest at an initial rate of 7.750% per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2030 First Lien Notes) and interest will be payable semi-annually on February 15 and August 15 of each year, beginning on February 15, 2025. The 2031 First Lien Notes will mature on January 15, 2031, bear interest at an initial rate of 7.000% per annum (subject to decreases in the future upon the achievement of certain credit ratings on such 2031 First Lien Notes) and interest will be payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2025. The Second Lien Notes will mature on May 1, 2030, bear interest at an initial rate of 10.875% per annum (subject to decreases in the future upon the achievement of certain credit ratings on such Second Lien Notes) and interest will be payable semi-annually on May 1 and November 1 of each year, beginning on May 1, 2025. The New Term Loans will mature on May 1, 2029, and bear interest at a rate per annum based on, at iHeartCommunications’ election, either (1) adjusted term SOFR, subject to a 0% floor, plus an initial applicable margin of 5.775% (subject to decreases in the future upon iHeartCommunications obtaining certain corporate credit ratings) or (2) an alternate base rate plus an initial applicable margin of 4.775% (subject to decrease in the future upon iHeartCommunications obtaining certain corporate credit ratings). iHeartCommunications is required to make quarterly amortization payments on the New Term Loans in an amount equal to 0.25% of the original principal amount thereof beginning with the quarter ended March 31, 2025. Each series of the New Debt is guaranteed on a senior secured basis by iHeartMedia Capital I, LLC (the “Capital I”) and each existing and future material, wholly-owned domestic subsidiary of Capital I, subject to certain exceptions (the “Subsidiary Guarantors” and, together with Capital I, the “Guarantors”). Each series of the First Lien Debt and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a first priority lien on substantially all of the assets of iHeartCommunications and the Guarantors (the “Fixed Asset Collateral”), other than the accounts receivable and related assets of iHeartCommunications and the Guarantors (the “ABL Collateral” and, together with the Fixed Asset Collateral, the “Collateral”), and by a second priority lien on the ABL Collateral, and the Second Lien Notes and the related guarantees are secured, subject to permitted liens and certain other exceptions, by a second priority lien on the Fixed Asset Collateral and by a third priority lien on the ABL Collateral. iHeartCommunications may redeem each series of the New Notes at its option, in whole or in part, at any time prior to December 20, 2026, at a price equal to 100% of the principal amount of the New Notes of such series redeemed, plus a make-whole premium, plus accrued and unpaid interest to the redemption date. iHeartCommunications may redeem each series of the New Notes at its option, in whole or in part, on or after December 20, 2026, at the redemption prices set forth in the First Lien Indenture or Second Lien Indenture, as applicable, plus accrued and unpaid interest to the redemption date. iHeartCommunications may make voluntary prepayments of the New Term Loans at its option, in whole or in part, subject to a prepayment premium as set forth in the New Term Loan Credit Agreement. Upon the occurrence of certain events, including a change of control, asset sales in excess of certain thresholds and, in the case of the 2029 First Lien Notes and the New Term Loans, excess cash flows in excess of certain thresholds, iHeartCommunications will be required to repay or make an offer to repurchase, as applicable, the New Debt (or in the case of excess cash flows, the 2029 First Lien Notes and the New Term Loans) pursuant to and subject to the provisions set forth in the applicable Debt Instrument. The Debt Instruments contain covenants that limit iHeartCommunications’ and its subsidiaries’ ability to, among other things (and subject to certain exceptions): •incur additional indebtedness; •pay dividends on, or make distributions in respect of, their capital stock or repurchase their capital stock; •make certain investments or other restricted payments; •sell certain assets; •create liens; •merge, consolidate or transfer or dispose of all or substantially all of their assets; •repay certain junior indebtedness or existing debt; •restrict the ability of subsidiaries to pay dividends; make loans or transfer property to iHeartCommunications or its subsidiaries; permit the subsidiaries that hold FCC licenses to engage in other businesses; •transfer FCC licenses or incur indebtedness; •transfer material assets to non-guarantors; engage in transactions with affiliates; and •change lines of business. Asset-based Revolving Credit Facility due 2027 In connection with the completed exchange offers, the provisions set forth in the previously announced and filed Amendment No. 1 (the “ABL Amendment”), dated as of November 6, 2024, to the ABL Credit Agreement dated as of May 17, 2022 and as amended, supplemented or modified from time to time, by and among iHeartCommunications, the Guarantors, BofA, as administrative agent and collateral agent, and the lenders from time to time party thereto, providing for, among other things, the applicable rate with respect to the loans provided thereunder to be increased by 0.50% and certain of the covenants and default provisions to become amended, in each case upon the consummation of the Comprehensive Transactions, became effective as of the Settlement Date. Size and Availability The ABL Facility provides for a senior secured asset-based revolving credit facility in the aggregate principal amount of up to $450.0 million, with amounts available from time to time (including in respect of letters of credit) equal to the lesser of (A) the borrowing base, which equals the sum of (i) 90.0% of the eligible accounts receivable of iHeartCommunications and the subsidiary guarantors and (ii) 100% of qualified cash, each subject to customary reserves and eligibility criteria, and (B) the aggregate revolving credit commitments. As of December 31, 2024, iHeartCommunications had no principal amounts outstanding under the ABL Facility, a facility size of $450.0 million and $23.7 million in outstanding letters of credit, resulting in $426.3 million of borrowing base availability. Interest Rate and Fees Borrowings under the ABL Facility bear interest at a rate per annum equal to the applicable rate plus, at iHeartCommunications’ option, either (1) a base rate, (2) a term Secured Overnight Financing Rate (“SOFR”) rate (which includes a credit spread adjustment of 10 basis points), or (3) for certain foreign currencies, a eurocurrency rate. The applicable margin for borrowings under the ABL Facility range from 1.75% to 2.25% for both term SOFR and eurocurrency borrowings and from 0.75% to 1.25% for base-rate borrowings, in each case, depending on average excess availability under the ABL Facility based on the most recent fiscal quarter. In addition to paying interest on outstanding principal under the ABL Facility, iHeartCommunications is required to pay a commitment fee to the lenders under the ABL Facility in respect of the unutilized commitments thereunder. The commitment fee rate ranges from 0.25% to 0.375% per annum dependent upon average unused commitments during the prior quarter. iHeartCommunications may also pay customary letter of credit fees. Maturity Borrowings under the ABL Facility will mature, and lending commitments thereunder will terminate on May 17, 2027. Prepayments If at any time, the sum of the outstanding amounts under the ABL Facility exceeds the lesser of (i) the borrowing base and (ii) the aggregate commitments under the facility (such lesser amount, the “line cap”), iHeartCommunications is required to repay outstanding loans and cash collateralize letters of credit in an aggregate amount equal to such excess. iHeartCommunications may voluntarily repay outstanding loans under the ABL Facility at any time without premium or penalty, other than customary “breakage” costs with respect to eurocurrency rate loans. Any voluntary prepayments made by iHeartCommunications will not reduce iHeartCommunications’ commitments under the ABL Facility. Guarantees and Security The ABL Facility is guaranteed by, subject to certain exceptions, the guarantors of iHeartCommunications’ New Term Loans. All obligations under the ABL Facility, and the guarantees of those obligations, are secured by a perfected security interest in the accounts receivable and related assets of iHeartCommunications’ and the guarantors’ accounts receivable, qualified cash and related assets and proceeds thereof that is senior to the security interest of iHeartCommunications’ New Term Loans in such accounts receivable, qualified cash and related assets and proceeds thereof, subject to permitted liens and certain exceptions. Certain Covenants and Events of Default If borrowing availability is less than the greater of (a) $40.0 million and (b) 10% of the aggregate commitments under the ABL Facility, in each case, for two consecutive business days (a “Trigger Event”), iHeartCommunications will be required to comply with a minimum fixed charge coverage ratio of at least 1.00 to 1.00, and must continue to comply with this minimum fixed charge coverage ratio for fiscal quarters ending after the occurrence of the Trigger Event until borrowing availability exceeds the greater of (x) $40.0 million and (y) 10% of the aggregate commitments under the ABL Facility, in each case, for 20 consecutive calendar days, at which time the Trigger Event shall no longer be deemed to be occurring. 2026 Term Loan Facilities On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $2,258.7 million principal amount of the Existing Term Loans for $2,145.7 million principal amount of the New Term Loans and cash consideration of $112.9 million pursuant to the Term Loan Exchange Agreement. As of December 31, 2024, approximately $6.6 million of the Existing Term Loans remain on the Consolidated Balance Sheets. Refer to a description of the Existing Term Loans below. On May 1, 2019, iHeartCommunications, as borrower, entered into a Credit Agreement (the “Term Loan Credit Agreement”) with Capital I, as guarantor, certain subsidiaries of iHeartCommunications, as guarantors, and Bank of America, N.A., as successor administrative and collateral agent, governing our term loan credit facility (the “2026 Initial Term Loan Facility”). On May 1, 2019, iHeartCommunications issued an aggregate of approximately $3.5 billion principal amount of senior secured term loans under the 2026 Initial Term Loan Facility to certain holders of claims against the Company (“Claimholders”) in connection with the Company's voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11 Cases”) pursuant to the series of transactions that reduced iHeartCommunications' debt and allowed the Company to emerge from Chapter 11 bankruptcy (the “Plan of Reorganization”). The 2026 Initial Term Loan Facility matures on May 1, 2026. On August 7, 2019, the proceeds from the issuance of $750.0 million in aggregate principal amount of 5.25% Senior Secured Notes due 2027 were used, together with cash on hand, to prepay at par $740.0 million of borrowings outstanding under the 2026 Initial Term Loan Facility. On November 22, 2019, the proceeds from the issuance of $500.0 million in aggregate principal amount of 4.75% Senior Secured Notes due 2028 were used, together with cash on hand, to prepay at par $500.0 million of borrowings outstanding under the 2026 Initial Term Loan Facility. On February 3, 2020, iHeartCommunications entered into an amendment to the Term Loan Credit Agreement which reduced the interest rate to LIBOR plus a margin of 3.00% (from LIBOR plus a margin of 4.00%), or the Base Rate (as defined in the Term Loan Credit Agreement) plus a margin of 2.00% (from Base Rate plus a margin of 3.00%) and modified certain covenants contained in the Term Loan Credit Agreement. In connection with the 2026 Initial Term Loan Facility amendment in February 2020, iHeartCommunications also prepaid at par $150.0 million of borrowings outstanding under the 2026 Initial Term Loan Facility with cash on hand. On July 16, 2020, iHeartCommunications entered into Amendment No. 2 to issue $450.0 million of incremental term loan commitments (the “2026 Incremental Term Loan Facility” and, together with the 2026 Initial Term Loan Facility, the "2026 Term Loan Facilities"), resulting in net proceeds of $425.8 million, after original issue discount and debt issuance costs. A portion of the proceeds from the issuance were used to repay the balance outstanding under the ABL Facility of $235.0 million, with the remaining $190.6 million of the proceeds available for general corporate purposes. The 2026 Incremental Term Loan Facility matures on May 1, 2026. On July 16, 2021, iHeartCommunications, Inc. entered into Amendment No. 3 which reduced the interest rate of its 2026 Incremental Term Loan Facility to a Eurocurrency Rate of LIBOR plus a margin of 3.25% and floor of 0.50% (from LIBOR plus a margin of 4.00% and floor of 0.75%). The Base Rate interest amount was reduced to Base Rate plus a margin of 2.25% and floor of 1.50%. In connection with the amendment, iHeartCommunications voluntarily prepaid $250.0 million of borrowings outstanding under the 2026 Term Loan Facilities with cash on hand, resulting in a reduction of $44.3 million of the existing 2026 Incremental Term Loan Facility and $205.7 million of the 2026 Initial Term Loan Facility. On June 15, 2023, iHeartCommunications entered into Amendment No. 4. The amendment replaced the prior Eurocurrency interest rate, based upon LIBOR, with the SOFR successor rate plus a SOFR adjustment as specified in the Term Loan Credit Agreement. In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into Amendment No. 5 (the “Existing Term Loan Credit Agreement Amendment”) to the Term Loan Credit Agreement, to, among other things, eliminate substantially all of the restrictive covenants and mandatory prepayment provisions, certain representations and warranties and certain events of default and related provisions, and subordinate the liens on the Collateral securing the obligations thereunder to the liens on the collateral securing the New Debt. Interest Rate and Fees The 2026 Initial Term Loan Facility has margins of 3.00% for Term SOFR Loans (as defined in the Term Loan Credit Agreement) and 2.00% for Base Rate Loans (as defined in the Term Loan Credit Agreement), and the 2026 Incremental Term Loan Facility has margins of 3.25% for Term SOFR Loans and 2.25% for Base Rate Loans. Term SOFR Loans are subject to a SOFR adjustment as set forth in the Term Loan Credit Agreement. Collateral and Guarantees The 2026 Term Loan Facilities are guaranteed by Capital I and certain of iHeartCommunications’ existing material wholly-owned restricted subsidiaries. All obligations under the 2026 Term Loan Facilities, and the guarantees of those obligations, are secured, subject to permitted liens and other exceptions, by a third priority lien in substantially all of the assets of iHeartCommunications and all of the guarantors’ assets, including a lien on the capital stock of iHeartCommunications and certain of its subsidiaries owned by a guarantor, other than the accounts receivable and related assets of iHeartCommunications and all of the subsidiary guarantors, and by a fourth priority lien on accounts receivable and related assets securing iHeartCommunications’ ABL Facility. Prepayments The Existing Term Loan Credit Agreement Amendment eliminated substantially all of the mandatory prepayment provisions applicable to the 2026 Term Loan Facilities. Subject to the applicable covenants in the New Debt, iHeartCommunications may voluntarily repay outstanding loans under the 2026 Term Loan Facilities at any time, without prepayment premium or penalty, subject to customary “breakage” costs with respect to term SOFR loans. Certain Covenants and Events of Default The 2026 Term Loan Facilities do not include any financial covenants. The Existing Term Loan Credit Agreement Amendment eliminated substantially all of the restrictive covenants applicable to the 2026 Term Loan Facilities. The 2026 Term Loan Facilities continue to include certain limited representations and warranties and events of default. If an event of default occurs, the lenders under the 2026 Term Loan Facilities are entitled to take various actions, including the acceleration of all amounts due under the 2026 Term Loan Facilities and all actions permitted to be taken under the loan documents relating thereto or applicable law. 6.375% Senior Secured Notes due 2026 On May 1, 2019, iHeartCommunications entered into an indenture (the “2026 Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent, governing the $800.0 million aggregate principal amount of 2026 Senior Notes that were issued to certain Claimholders pursuant to the Plan of Reorganization. The 2026 Senior Notes mature on May 1, 2026 and bear interest at a rate of 6.375% per annum, payable semi-annually in arrears on February 1 and August 1 of each year. On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $755.4 million principal amount of the 2026 Secured Notes for $717.6 million principal amount of the 2029 First Lien Notes and cash consideration of $37.6 million. As of December 31, 2024, $44.6 million of the 2026 Secured Notes remain on the Consolidated Balance Sheets. In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into the Second Supplemental Indenture (the “2026 Secured Notes Supplemental Indenture”) to the 2026 Secured Notes Indenture, to, among other things, eli minate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the 2026 Secured Notes Indenture, release the guarantees of the guarantors under the 2026 Secured Notes Indenture and eliminate related provisions and release all liens on the Collateral securing the obligations under the 2026 Secured Notes Indenture and eliminate related provisions. iHeartCommunications may redeem the 2026 Secured Notes at its option, in whole or in part, at the redemption prices set forth in the 2026 Secured Notes Indenture plus accrued and unpaid interest to the redemption date. 5.25% Senior Secured Notes due 2027 On August 7, 2019, iHeartCommunications entered into an indenture (the “2027 Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent, governing the $750.0 million aggregate principal amount of 2027 Senior Notes that were issued in a private placement to qualified institutional buyers under Rule 144A under the Securities Act, and to persons outside the United States pursuant to Regulation S under the Securities Act. The 2027 Secured Notes mature on August 15, 2027 and bear interest at a rate of 5.25% per annum. Interest is payable semi-annually on February 15 and August 15 of each year. On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $743.0 million principal amount of the 2027 Secured Notes for $661.3 million principal amount of the 2030 First Lien Notes. As of December 31, 2024, $7.0 million of the 2027 Secured Notes remain on the Consolidated Balance Sheets. In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into the Second Supplemental Indenture (the “2027 Secured Notes Supplemental Indenture”) to the 2027 Secured Notes Indenture, to, among other things, eli minate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the 2027 Secured Notes Indenture, release the guarantees of the guarantors under the 2027 Secured Notes Indenture and eliminate related provisions and release all liens on the Collateral securing the obligations under the 2027 Secured Notes Indenture and eliminate related provisions. iHeartCommunications may redeem the 2027 Secured Notes at its option, in whole or part, at the redemption prices set forth in the 2027 Secured Notes Indenture plus accrued and unpaid interest to the redemption date. 4.75% Senior Secured Notes due 2028 On November 22, 2019, iHeartCommunications entered into an indenture (the “2028 Secured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee and collateral agent, governing the $500.0 million aggregate principal amount of 2028 Secured Notes that were issued in a private placement to qualified institutional buyers under Rule 144A under the Securities Act, and to persons outside the United States pursuant to Regulation S under the Securities Act. The 2028 Secured Notes mature on January 15, 2028 and bear interest at a rate of 4.75% per annum. Interest is payable semi-annually on January 15 and July 15 of each year. On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $223.1 million principal amount of the 2028 Secured Notes for $178.4 million principal amount of the 2031 First Lien Notes. As of December 31, 2024, $276.9 million of the 2028 Secured Notes remain on the Consolidated Balance Sheets. The 2028 Secured Notes are guaranteed on a senior secured basis by Capital I and the subsidiaries of iHeartCommunications that guarantee the New Debt. The 2028 Secured 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 2028 Secured Notes, effectively equal with iHeartCommunications’ and the guarantors’ existing and future indebtedness secured by a first priority lien on the collateral securing the 2028 Secured Notes, effectively subordinated to all of iHeartCommunications’ and the guarantors’ existing and future indebtedness that is secured by assets that are not part of the collateral securing the 2028 Secured Notes, 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 2028 Secured Notes. The 2028 Secured 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, other than accounts receivable and related assets, and by a second priority lien on accounts receivable and related assets securing the ABL Facility. iHeartCommunications may redeem the 2028 Secured Notes at its option, in whole or part, at the redemption prices set forth in the 2028 Secured Notes Indenture plus accrued and unpaid interest to the redemption date. The 2028 Secured Notes Indenture contains covenants that limit the ability of iHeartCommunications and its restricted subsidiaries, to, among other things: •incur or guarantee additional debt or issue certain preferred stock; •create liens on certain assets; •redeem, purchase or retire subordinated debt; •make certain investments; •create restrictions on the payment of dividends or other amounts from iHeartCommunications’ restricted subsidiaries; •enter into certain transactions with affiliates; •merge or consolidate with another person, or sell or otherwise dispose of all or substantially all of iHeartCommunications’ assets; •sell certain assets, including capital stock of iHeartCommunications’ subsidiaries; •designate iHeartCommunications’ subsidiaries as unrestricted subsidiaries, and •pay dividends, redeem or repurchase capital stock or make other restricted payments. 8.375% Senior Unsecured Notes due 2027 On May 1, 2019, iHeartCommunications entered into an indenture (the “Unsecured Notes Indenture”) with Capital I, as guarantor, the subsidiary guarantors party thereto, and U.S. Bank National Association, as trustee, governing the Unsecured Notes due 2027 that were issued to certain Claimholders pursuant to the Plan of Reorganization. The Unsecured Notes mature on May 1, 2027 and bear interest at a rate of 8.375% per annum, payable semi-annually in arrears on May 1 and November 1 of each year. On the Settlement Date, iHeartCommunications completed its previously announced exchange offers and consent solicitations whereby iHeartCommunications exchanged $844.0 million principal amount of the Unsecured Notes for $675.2 million principal amount of the Second Lien Notes. As of December 31, 2024, $72.4 million of the Unsecured Notes remain on the Consolidated Balance Sheets. In connection with the completed exchange offers, iHeartCommunications and the Guarantors entered into the Second Supplemental Indenture (the “Unsecured Notes Supplemental Indenture”) to the Unsecured Notes Indenture, to, among other things, eli minate substantially all of the restrictive covenants, certain events of default and certain other provisions contained in the Unsecured Notes Indenture, release the guarantees of the guarantors under the 2027 Unsecured Notes Indenture and eliminate related provisions. iHeartCommunications may redeem the Unsecured Notes at its option, in whole or in part, at the redemption prices set forth in the Unsecured Notes Indenture plus accrued and unpaid interest to the redemption date. Future Maturities of Long-term Debt Future maturities of long-term debt at December 31, 2024 are as follows:
(in thousands) |
2025 | $ | 22,501 |
2026 | 73,369 |
2027 | 101,397 |
2028 | 298,592 |
2029 | 2,777,540 |
Thereafter | 1,517,292 |
Total (1) | $ | 4,790,691 |
(1)Excludes original issue discount of $4.2 million, long-term debt fees of $9.0 million, and debt premium of $294.0 million which are amortized through interest expense over the life of the underlying debt obligations. Surety Bonds and Letters of Credit As of December 31, 2024, iHeartCommunications had outstanding surety bonds and commercial standby letters of credit of $7.9 million and $23.7 million, respectively. These surety bonds and letters of credit relate to various operational matters including insurance, lease and performance bonds as well as other items.

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- Definition The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants. + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 470 -SubTopic 10 -Name Accounting Standards Codification -Section 50 -Paragraph 6 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147481544/470-10-50-6 Reference 2: 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