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iHeartMedia – Indenture Trustee Objects to Disclosure Statement, “Leakage of Value to Old Equity”

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September 5, 2018 – Wilmington Savings Fund Society (“the Legacy Trustee”), as successor indenture trustee to notes issued under the Debtors’ October 1997 indenture (“the Legacy Notes”), filed an objection [Docket No. 1407] to the approval of the iHeartMedia Disclosure Statement [Docket No. 997]. The Legacy Trustee asserts, “The Motion should be denied because the Disclosure Statement fails to adequately disclose the nature of the relief requested by the Legacy Trustee in its Adversary Proceeding as well as the consequences to the Amended RSA Plan of such relief to the extent granted… In addition to failing to discuss the possibility of losing the Adversary Proceeding, the Disclosure Statement fails to adequately disclose the existence of material 510(b) claims (the ‘Legacy 510(b) Claims’) filed against iHC by holders of significant amounts of Legacy Notes. That class is impaired and deemed by the Debtors to reject the Amended RSA Plan, and therefore, the payments to equity holders are a violation of the absolute priority rule contained in section 1129(b)(2) of the Bankruptcy Code. 3. By design, the Amended RSA Plan hinges on shoehorning the Legacy Notes Claims into a single combined class with the 2021 Notes Claims. In so doing, the Amended RSA Plan purports to create a class of impaired unsecured creditors that votes in favor of the Amended RSA Plan and thereby consents to the delivery of value to the out-of-the-money class of equity interest holders, notwithstanding the lack of full recovery by senior creditors. As the Debtors know, any class composed of holders of Legacy Notes would, absent a settlement, vote to reject the Amended RSA Plan and thereby prevent the leakage of value to old equity. Likewise, the Legacy 510(b) Claims (i.e., Class 10) are deemed by the Debtors to reject the Plan. Thus, the Amended RSA Plan lacks the flexibility to even account for the possibility of the Legacy Trustee prevailing in the Adversary Proceeding or to recognize the existence of the Legacy 510(b) Claims.”

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