Liberty Media/SiriusXM Proposes Acquiring 40% Of iHeartMedia In Bankruptcy Restructuring

iHeartMedia iHeart iHeartCommunicationsLiberty Media Corporations has issued a term sheet to “certain lenders and noteholders” of iHeartCommunications Inc. proposing to acquire 40% of the company following its bankruptcy restructuring.

The proposed deal would see Liberty receive 40% of the new common shares of the company to be issued following the exit of iHeartMedia from Chapter 11 bankruptcy restructuring. 20% of the new shares would be held by Liberty Media and 20% by SiriusXM Holdings Inc. which in turn is 68.5% held by Liberty Media. The companies would invest $1.159 billion into iHeart.

The deal would also see Clear Channel Outdoor divested by the company in a taxable transaction and assumes newly secured financing with gross proceeds of $5.250 billion. The plan would be consummated by December 21, 2018 and provide for, among other things, an equity commitment fee of 2.0%, a breakup fee of 3.0%, a no-shop obligation of the Debtors (subject to a fiduciary out), and provisions for the full and prompt payment of the reasonable and documented fees and out-of-pocket expenses of Millstein & Co., KPMG, Baker Botts LLP, and Weil, Gotshal & Manges LLP, as advisors to Liberty, incurred in connection with the Restructuring.

Liberty Media would also control four of the nine seats on the restructured board of directors with the creditors appointing four and the CEO filling the ninth slot. One of Liberty’s appointees shall be independent for audit committee purposes.

iHeartMedia triggered its 30 day deadline to restructure its debt or file for bankruptcy when subsidiary iHeartCommunications elected to not make a $106 million interest payment due on February 1. That deadline expires at the end of this week. The company has yet to comment on the term sheet issued by Liberty.

The full term sheet can be read here.

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