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NEW YORK--(BUSINESS WIRE)--Dec 4, 2024-- iHeartMedia, Inc. (NASDAQ: IHRT) (“iHeartMedia”, the “Company” or “we”) today announced that, as of 5:00 p.m., New York City time, on November 29, 2024, $750,585,122 aggregate principal amount (93.8%) of iHeartCommunications, Inc.’s (“Communications”) outstanding 6.375% Senior Secured Notes due 2026 (the “Existing 2026 Secured Notes”), $743,023,000 aggregate principal amount (99.1%) of Communications’ outstanding 5.25% Senior Secured Notes due 2027 (the “Existing 2027 Secured Notes”), $221,587,000 aggregate principal amount (44.3%) of Communications’ outstanding 4.75% Senior Secured Notes due 2028 (the “Existing 2028 Secured Notes” and, together with the Existing 2026 Secured Notes and Existing 2027 Secured Notes, the “Existing Secured Notes”) and $843,734,539 aggregate principal amount (92.1%) of Communications’ outstanding 8.375% Senior Notes due 2027 (the “Existing Unsecured Notes” and, together with the Existing Secured Notes, the “Existing Notes”) had tendered and delivered consents in the previously announced exchange offers (the “Notes Exchange Offers”) for the Existing Notes and concurrent consent solicitations (the “Notes Consent Solicitations”) to amend certain provisions in the indentures governing the Existing Notes pursuant to the terms and conditions described in the Confidential Offering Memorandum and Consent Solicitation Statement, dated November 15, 2024 (the “Offering Memorandum”), and that $2,254,656,962 aggregate principal amount (99.5%) of Communications’ outstanding term loans (the “Existing Term Loans” and, together with the Existing Notes, the “Existing Debt”) had agreed to participate and delivered consents in the previously announced exchange offer (the “Term Loan Exchange” and, together with the Notes Exchange Offers, the “Offers”) for the Existing Term Loans and consent solicitation (the “Term Loan Consent Solicitation” and, together with the Notes Consent Solicitations, the “Consent Solicitations”) to amend certain provisions in the credit agreement governing the Existing Term Loans (the “Existing Term Loan Credit Agreement”) in connection with the Term Loan Exchange, representing a total participation of $4,813,586,623 aggregate principal amount (92.0%) of the Existing Debt in the Offers as of such time (the “Early Tender/Participation Debt”). Amendments to the Offers and Consent Solicitations Additionally, Communications announced certain amendments to the Notes Exchange Offers and Notes Consent Solicitations as follows: Communications also announced that corresponding amendments (as applicable) were made to the terms of the Term Loan Exchange and Term Loan Consent Solicitation. The New Comprehensive Condition has been satisfied as of the date hereof and, subject to the satisfaction or waiver of the other conditions set forth in the Offering Memorandum, as amended, Communications intends to consummate the Comprehensive Offers. Holders are referred to the Offering Memorandum, as amended, for the detailed terms and conditions of the Notes Exchange Offers and Notes Consent Solicitations with respect to the Existing Notes, all of which remain unchanged except as set forth in this release. Important Information Eligible Holders of the Existing Notes who wish to participate in the Notes Exchange Offers and Notes Consent Solicitations must tender all their Existing Notes across each series in the Notes Exchange Offers (and deliver consents in the related Notes Consent Solicitations) and shall not be permitted to tender in only one or a subset of the foregoing. In addition, such Eligible Holders will be deemed to have delivered consents for each proposed amendment applicable to the indentures governing their Existing Notes. There are no withdrawal or revocation rights in connection with any of the Notes Exchange Offers. As a result, any tenders of Existing Notes and delivery of the related consents will be final and irrevocable. None of the Issuers, their advisors, the trustee of the Existing Notes, the trustee with respect to the new notes, as applicable, the Exchange and Information Agent (as defined below) or any affiliate of any of them, makes any recommendation as to whether Eligible Holders of Existing Notes should participate in the Notes Exchange Offers and Notes Consent Solicitations, and no one has been authorized by any of them to make such a recommendation. Eligible Holders of Existing Notes should read carefully the Offering Memorandum, as amended, before making a decision to participate in the Notes Exchange Offers and the Notes Consent Solicitations. In addition, Eligible Holders of the Existing Notes must make their own decisions as to whether to tender their Existing Notes in the Notes Exchange Offers and provide consent in the related Notes Consent Solicitation. The Notes Exchange Offers and Notes Consent Solicitations are conditioned upon the satisfaction or waiver of the conditions set forth in the Offering Memorandum, as amended, and, other than the amendments described above, the other terms and conditions of the Notes Exchange Offers and Notes Consent Solicitations remain unchanged. The Notes Exchange Offers are being made, and the new notes to be issued by the Issuers in the Notes Exchange Offers are being offered and issued, only to holders of Existing Notes that are either (i) persons who are reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (ii) persons other than “U.S. persons” as defined in Regulation S who agree to purchase any such new notes outside of the United States and who are otherwise in compliance with the requirements of Regulation S. The Issuers are not making the Notes Exchange Offers in any jurisdiction where the inclusion of any person in such jurisdiction would require the Issuers or any subsidiary of the Issuers to comply with registration requirements or other similar requirements under any securities laws of such jurisdiction. The holders of Existing Notes who have certified to us that they are eligible to participate in the Notes Exchange Offers pursuant to at least one of the foregoing conditions are referred to as “Eligible Holders.” Only Eligible Holders of Existing Notes may receive a copy of the Offering Memorandum and the amendment thereto (such amendment, the “Supplement”) and participate in the Notes Exchange Offers and the Notes Consent Solicitations. The Exchange and Information Agent is Kroll Issuer Services (US) (the “Exchange and Information Agent”). Detailed instructions regarding how Eligible Holders of Existing Notes can tender Existing Notes and deliver consents with respect to the Notes Consent Solicitations are set forth in the Offering Memorandum, as amended. Questions concerning the Notes Exchange Offers or Notes Consent Solicitations or requests for additional copies of the Offering Memorandum, the Supplement or other related documents may be directed to the Exchange and Information Agent at iheart@is.kroll.com . Eligible Holders of the Existing Notes should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Notes Exchange Offers and the Notes Consent Solicitations. This communication is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security and does not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offer, solicitation or sale would be unlawful. Simpson Thacher & Bartlett LLP served as counsel and PJT Partners served as financial advisor to the Company. Davis Polk & Wardwell LLP served as counsel and Perella Weinberg Partners served as financial advisor to an ad hoc group of certain of the Supporting Holders. Forward-Looking Statements Certain statements herein constitute “forward-looking statements”. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors which may cause the actual results, performance or achievements of iHeartMedia, Inc. and its subsidiaries to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The words or phrases "guidance," "believe," "expect," "anticipate," "will," "potential," "positioned," "estimates," "forecast," and words of similar meaning, as well as other words or expressions referencing future events, conditions or circumstances are intended to identify such forward-looking statements. These statements include, but are not limited to, statements related to the transactions described above, including the Company’s ability to complete any of the transactions on the terms contemplated herein, on the timeline contemplated or at all, and the Company’s ability to realize the intended benefits of any such transactions. In addition, any statements that refer to expectations or other characterizations of future events or circumstances, such as statements about our anticipated growth and financial performance, our expected costs savings and other capital and operating expense reduction initiatives, utilizing new technologies and programmatic platforms, trends in the advertising industry, and strategies and initiatives are forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other important factors, some of which are beyond our control and are difficult to predict. Various risks that could cause future results to differ from those expressed by the forward-looking statements included in this press release include, but are not limited to: risks related to weak or uncertain global economic conditions and our dependence on advertising revenues; competition, including increased competition from alternative media platforms and technologies; dependence upon our brand and the performance of on-air talent, program hosts and management; fluctuations in operating costs; technological and industry changes and innovations; shifts in population and other demographics; risks related to our use of artificial intelligence, impact of acquisitions, dispositions and other strategic transactions; risks related to our indebtedness; legislative or regulatory requirements; impact of legislation, ongoing litigation or royalty audits on music licensing and royalties; regulations and concerns regarding privacy and data protection and breaches of information security measures; risks related to scrutiny of environmental, social and governance matters; risks related to our Class A common stock; and regulations impacting our business and the ownership of our securities. Other unknown or unpredictable factors also could have material adverse effects on the Company’s future results, performance or achievements. In light of these risks, uncertainties, assumptions and factors, the forward-looking events discussed in this press release may not occur. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date stated, or if no date is stated, as of the date hereof. Additional risks that could cause future results to differ from those expressed by any forward-looking statement are described in the Company’s reports filed with the U.S. Securities and Exchange Commission, including in the section entitled “Part I, Item 1A. Risk Factors” of iHeartMedia, Inc.’s Annual Reports on Form 10-K and “Part II, Item 1A. Risk Factors” of iHeartMedia, Inc.’s Quarterly Reports on Form 10-Q. The Company does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise. About iHeartMedia, Inc. iHeartMedia, Inc. [Nasdaq: IHRT] is the leading audio media company in America, reaching over 90% of Americans every month. iHeart’s broadcast radio assets alone have more consumer reach in the U.S. than any other media outlet; twice the reach of the next largest broadcast radio company; and over four times the ad-enabled reach of the largest digital only audio service. iHeart is the largest podcast publisher according to Podtrac, with more downloads than the next two podcast publishers combined and has the number one social footprint among audio players, with seven times more followers than the next audio media brand, and the only fully integrated audio ad tech solution across broadcast, streaming and podcasts. The company continues to leverage its strong audience connection and unparalleled consumer reach to build new platforms, products and services. View source version on businesswire.com : https://www.businesswire.com/news/home/20241204802225/en/ CONTACT: Media Wendy Goldberg Chief Communications Officer (212) 377-1105 wendygoldberg@iheartmedia.comInvestors Mike McGuinness EVP, Deputy CFO, and Head of Investor Relations (212) 377-1336 mbm@iheartmedia.com KEYWORD: UNITED STATES NORTH AMERICA NEW YORK INDUSTRY KEYWORD: PODCAST TV AND RADIO MEDIA MUSIC COMMUNICATIONS ONLINE EVENTS/CONCERTS ENTERTAINMENT SOURCE: iHeartMedia, Inc. Copyright Business Wire 2024. PUB: 12/04/2024 05:47 PM/DISC: 12/04/2024 05:47 PM http://www.businesswire.com/news/home/20241204802225/enWhy Magic: The Gathering’s writers changed the name of a fan-favorite plane
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Who Succeeds Sanwo-Olu? Battle for Lagos Governorship in 2027 BeginsBut alongside his stark warning of the threats facing Britain and its allies, Admiral Sir Tony Radakin said there would be only a “remote chance” Russia would directly attack or invade the UK if the two countries were at war. The Chief of the Defence Staff laid out the landscape of British defence in a wide-ranging speech, after a minister warned the Army would be wiped out in as little as six months if forced to fight a war on the scale of the Ukraine conflict. The admiral cast doubt on the possibility as he gave a speech at the Royal United Services Institute (Rusi) defence think tank in London. He told the audience Britain needed to be “clear-eyed in our assessment” of the threats it faces, adding: “That includes recognising that there is only a remote chance of a significant direct attack or invasion by Russia on the United Kingdom, and that’s the same for the whole of Nato.” Moscow “knows the response will be overwhelming”, he added, but warned the nuclear deterrent needed to be “kept strong and strengthened”. Sir Tony added: “We are at the dawn of a third nuclear age, which is altogether more complex. It is defined by multiple and concurrent dilemmas, proliferating nuclear and disruptive technologies and the almost total absence of the security architectures that went before.” The first nuclear age was the Cold War, while the second was “governed by disarmament efforts and counter proliferation”, the armed forces chief said. He listed the “wild threats of tactical nuclear use” by Russia, China building up its weapon stocks, Iran’s failure to co-operate with a nuclear deal, and North Korea’s “erratic behaviour” among the threats faced by the West. But Sir Tony said the UK’s nuclear arsenal is “the one part of our inventory of which Russia is most aware and has more impact on (President Vladimir) Putin than anything else”. Successive British governments had invested “substantial sums of money” in renewing nuclear submarines and warheads because of this, he added. The admiral described the deployment of thousands of North Korean soldiers on Ukraine’s border alongside Russian forces as the year’s “most extraordinary development”. He also signalled further deployments were possible, speaking of “tens of thousands more to follow as part of a new security pact with Russia”. Defence minister Alistair Carns earlier said a rate of casualties similar to Russia’s invasion of Ukraine would lead to the army being “expended” within six to 12 months. He said it illustrated the need to “generate depth and mass rapidly in the event of a crisis”. In comments reported by Sky News, Mr Carns, a former Royal Marines colonel, said Russia was suffering losses of around 1,500 soldiers killed or injured a day. “In a war of scale – not a limited intervention, but one similar to Ukraine – our Army for example, on the current casualty rates, would be expended – as part of a broader multinational coalition – in six months to a year,” Mr Carns said in a speech at Rusi. He added: “That doesn’t mean we need a bigger Army, but it does mean you need to generate depth and mass rapidly in the event of a crisis.” Official figures show the Army had 109,245 personnel on October 1, including 25,814 volunteer reservists. Mr Carns, the minister for veterans and people, said the UK needed to “catch up with Nato allies” to place greater emphasis on the reserves. The Prime Minister’s official spokesman said Defence Secretary John Healey had previously spoken about “the state of the armed forces that were inherited from the previous government”. The spokesman said: “It’s why the Budget invested billions of pounds into defence, it’s why we’re undertaking a strategic defence review to ensure that we have the capabilities and the investment needed to defend this country.”Independent financial advisory firm founded by Elliott Vaughn associates with leading hybrid RIA group IHT Wealth Management WESTCHESTER, Ill. , Dec. 4, 2024 /PRNewswire/ -- Elliott Vaughn , CFP®, a financial advisor and former partner at Prairie Sky Financial Group, announced the launch of Harbor Wealth Group, a new firm built on his years of experience and commitment to building multi-generational client wealth for years to come. Harbor Wealth is affiliated with IHT Wealth Management (IHT), the Chicago -based super-OSJ focused on developing goals-based financial strategies for clients. "The wealth management industry's continuous evolution has resulted in significant innovations in technology and investment solutions that I want to deliver to my clients," said Mr. Vaughn. "As a steward of their financial security and well-being, I formed Harbor Wealth to enhance my service to clients and better position them for long-term success." Harbor Wealth is based in Westchester, Illinois , and focuses on serving clients' holistic needs at the intersection of financial and tax planning. The firm will work with each client's professionals, including accountants and estate attorneys, to ensure the careful coordination of financial, tax, and estate planning to seek the best possible outcomes. Mr. Vaughn added, "By creating Harbor Wealth, we will be able to continue building on our proactive financial and tax planning approach to wealth management while tapping into IHT's scale to stay on the leading edge of a quickly evolving industry." A next-generation advisor for the future With nearly a decade of industry experience, Mr. Vaughn's career is defined by a commitment to providing value to his clients. As a CFP®, he adheres to the highest ethical standards and fiduciary duty, putting the interests of his clients first. Mr. Vaughn is dedicated to building strong multi-generational client relationships and delivering tangible results. His proactive approach to reviewing client allocations and setting clear expectations helps ensure a confident and informed investment journey. Before founding Harbor Wealth, Mr. Vaughn was a partner with Prairie Sky Financial Group, where he built an impressive practice. He is a Roosevelt University graduate with a degree in mathematics. President of IHT Wealth Management, Matt Hilding said, "It's a pleasure to welcome Elliott and his team at Harbor Wealth to IHT. As an independent hybrid RIA, IHT provides access to multiple custodians and broker-dealers. IHT advisors fully own their practices and have the freedom to best serve their clients. This will be an ideal situation for Harbor Wealth, and we look forward to working together to empower one another's growth for many years to come." About Harbor Wealth Group Harbor Wealth Group is an independent wealth management firm located in Westchester, Illinois , that focuses on creating multi-generational wealth for clients by providing them with personalized financial and tax planning services. For more information, please visit www.theharborwealth.com . About IHT Wealth Management IHT Wealth Management is an independent wealth management firm and Office of Supervisory Jurisdiction (OSJ) specializing in financial planning, legacy and retirement planning, investment management and insurance and risk management. The firm seeks to provide both advisors and investors with the freedom to pursue their goals while always adhering to uncompromising standards of integrity, honesty and trust. For more information, please visit www.ihtwealthmanagement.com . Media Contact Donald Cutler Haven Tower Group 424-317-4864 [email protected] SOURCE Harbor Wealth Group
Cadence design's sr. vice president sells $199,023 in stockInquirer files MANILA, Philippines — The Commission on Elections (Comelec) has issued a new set of rules and regulations implementing Republic Act No. 9006, or the Fair Election Act of 2001, to enhance the holding of free, orderly, honest, peaceful and credible midterm polls next year. Comelec Resolution No. 11086, issued on Dec. 9 but released to the media on Wednesday, contains more or less the same provisions concerning fair election practices in Resolution No. 10730, which was promulgated for the 2022 elections. It, however, introduces new items on political campaigns. READ: Candidates’ online campaign platforms due by Dec. 13 Candidates and political parties will now have at least 72 hours before the campaign period starts to remove all prohibited forms of propaganda, including names, images, logos, brands, insignias, initials and other forms of graphical representations on all public structures and in all public places. The campaign period for senatorial and party-list candidates starts on Feb. 11, 2025, and on March 28 for congressional, provincial, city and municipal hopefuls, including those running for the Bangsamoro Parliament. The new resolution also regulates the duration and location of campaign propaganda displayed on outdoor static and light-emitting diode (LED) billboards. Candidates running for national positions shall not have more than two months of outdoor advertisement in a certain static or LED billboard whether by purchase or donation. Candidates or parties are not allowed to have billboard advertisements within a radius of 1 kilometer from each other. For local candidates, the duration of billboard advertisement is limited to one month while the radius limit is 500 meters. Political parties and candidates are also now required to indicate in their printed campaign materials the declaration: “This material should be recycled or disposed of responsibly.” They must also comply with local government legislation governing plastic and other similar materials. The new resolution also provides additional protection to newsmen covering the elections. Section 13 states that any person who commits violence against any member of the news media, such as torture, physical harm, arbitrary detention, enforced disappearance, intimidation, harassment, threat and other analogous forms of violence, shall be additionally liable for election offense. Subscribe to our daily newsletter By providing an email address. I agree to the Terms of Use and acknowledge that I have read the Privacy Policy . The Omnibus Election Code defines an election offense as a crime punishable by up to six years in jail, perpetual disqualification from holding elective or appointive public office, and deprivation of the right to vote.
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