iHeartCommunications, Inc. Announces Extension Of Private Term Loan Offers

San Antonio, TX, August 3, 2017. iHeartCommunications, Inc. (“iHeartCommunications”) today announced that it is extending the deadline for participation in the private offers (the “Term Loan Offers”) to lenders under its Term Loan D and Term Loan E facilities (“Existing Term Loans”) to amend the Existing Term Loans. The Term Loan Offers have been extended to 5:00 p.m., New York City time, on August 18, 2017. iHeartCommunications is extending the Term Loan Offers to continue discussions with lenders regarding the terms of the Term Loan Offers.

The terms of the Term Loan Offers have not been amended and remain the same as set forth in the Confidential Information Memorandum, dated March 15, 2017, as supplemented by Supplements No. 1 through No. 5 (as so supplemented, the “Confidential Information Memorandum”).

The Term Loan Offers, which are only available to holders of Existing Term Loans, are being made pursuant to the Confidential Information Memorandum, and are exempt from registration under the Securities Act of 1933 (the “Securities Act”). The new securities (the “New Securities”) of iHeartMedia, Inc., CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications being offered in the Term Loan Offers are offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

Documents relating to the Term Loan Offers will only be distributed to holders of Existing Term Loans that complete and return a letter of eligibility. Holders of Existing Term Loans that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the tabulation agent and information agent for the Offers, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-termloanoffers.

This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the New Securities or any other securities. The Term Loan Offers are not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the New Securities are being made only by means of the Confidential Information Memorandum.

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iHeartMedia, Inc. and Clear Channel Outdoor Holdings, Inc. Set Date for 2017 Second Quarter Earnings Teleconference

SAN ANTONIO - iHeartMedia, Inc. (PINK: IHRT) and its publicly traded subsidiary, Clear Channel Outdoor Holdings, Inc. (NYSE: CCO), will release 2017 second quarter results, including the results of iHeartCommunications, Inc. and Clear Channel International B.V., before the market opens on Thursday, August 3, 2017 by 7:00 a.m. Eastern Time and will host a conference call to discuss results the same day at 8:30 a.m. Eastern Time.

The conference call number is 800-288-8968 (U.S. callers) and 612-332-0530 (International callers) and the access code for both is 425807. A live audio webcast of the conference call and the related earnings materials, including reconciliations of any non-GAAP financial measures to GAAP financial measures and any other applicable disclosures, will be available on the investor section of the iHeartMedia, Inc. website (www.iheartmedia.com) and the Clear Channel Outdoor Holdings, Inc. website (www.clearchanneloutdoor.com).

After the live conference call, a replay will be available for a period of thirty days. The replay numbers are 800-475-6701 (U.S. callers) and 320-365-3844 (International callers) and the access code for both is 425807. An archive of the webcast will be available beginning 24 hours after the call for a period of thirty days.

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iHeartCommunications, Inc. Announces Extension Of Private Term Loan Offers

San Antonio, TX, July 20, 2017. iHeartCommunications, Inc. (“iHeartCommunications”) today announced that it is extending the deadline for participation in the private offers (the “Term Loan Offers”) to lenders under its Term Loan D and Term Loan E facilities (“Existing Term Loans”) to amend the Existing Term Loans. The Term Loan Offers have been extended to 5:00 p.m., New York City time, on August 4, 2017. iHeartCommunications is extending the Term Loan Offers to continue discussions with lenders regarding the terms of the Term Loan Offers.

The terms of the Term Loan Offers have not been amended and remain the same as set forth in the Confidential Information Memorandum, dated March 15, 2017, as supplemented by Supplements No. 1 through No. 5 (as so supplemented, the “Confidential Information Memorandum”).

The Term Loan Offers, which are only available to holders of Existing Term Loans, are being made pursuant to the Confidential Information Memorandum, and are exempt from registration under the Securities Act of 1933 (the “Securities Act”). The new securities (the “New Securities”) of iHeartMedia, Inc., CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications being offered in the Term Loan Offers are offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

Documents relating to the Term Loan Offers will only be distributed to holders of Existing Term Loans that complete and return a letter of eligibility. Holders of Existing Term Loans that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the tabulation agent and information agent for the Offers, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-termloanoffers.

This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the New Securities or any other securities. The Term Loan Offers are not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the New Securities are being made only by means of the Confidential Information Memorandum.

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iHeartCommunications, Inc. Announces Extension of Private Offers to Holders of Its Five Series of Priority Guarantee Notes and Its Senior Notes Due 2021 to Exchange Such Notes for New Securities

San Antonio, TX, July 20, 2017. iHeartCommunications, Inc. (“iHeartCommunications”) today announced that it is extending the private offers (the “Exchange Offers”) to holders of certain series of iHeartCommunications’ outstanding debt securities (the “Existing Notes”) to exchange the Existing Notes for new securities (the “New Securities”) of iHeartMedia, Inc., CC Outdoor Holdings, Inc. and iHeartCommunications, and the related solicitation of consents (the “Consent Solicitations”) from holders of Existing Notes to certain amendments to the indentures and security documents governing the Existing Notes.

The Exchange Offers and Consent Solicitations were previously scheduled to expire on July 21, 2017, at 5:00 p.m., New York City time, and will now expire on August 4, 2017, at 5:00 p.m., New York City time. The deadline to withdraw tendered Existing Notes in the Exchange Offers and revoke consents in the Consent Solicitations has also been extended to 5:00 p.m., New York City time, on August 4, 2017. iHeartCommunications is extending the Exchange Offers and Consent Solicitations to continue discussions with holders of Existing Notes regarding the terms of the Exchange Offers and to continue discussions with lenders under its Term Loan D and Term Loan E facilities in connection with the concurrent private offers made to such lenders, which iHeartCommunications announced today will now expire at 5:00 p.m., New York City time, on August 4, 2017.

As of 5:00 p.m., New York City time, on July 19, 2017, an aggregate amount of approximately $45.5 million of Existing Notes, representing approximately 0.6% of outstanding Existing Notes, had been tendered into the Exchange Offers.

The terms of the Exchange Offers and Consent Solicitations have not been amended and remain the same as set forth in the Amended and Restated Offering Circular and Consent Solicitation Statement, dated April 14, 2017, as supplemented by Supplement No. 1 (the “Offering Circular”).

The Exchange Offers and Consent Solicitations, which are only available to holders of Existing Notes, are being made pursuant to the Offering Circular, and are exempt from registration under the Securities Act of 1933 (the “Securities Act”). The New Securities, including the new debt of iHeartCommunications and related guarantees, will be offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of the Existing Notes that complete and return a letter of eligibility. Holders of Existing Notes that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers and Consent Solicitations, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-bondoffers.

This press release is for informational purposes only and shall not constitute an offer to sell or exchange
nor the solicitation of an offer to buy the New Securities or any other securities. The Exchange Offers and
Consent Solicitations are not being made to any person in any jurisdiction in which the offer, solicitation
or sale is unlawful. Any offers of the New Securities will be made only by means of the Offering
Circular.

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IHEARTMEDIA, INC. REPORTS RESULTS FOR THIRD QUARTER 2016

Download the complete release here.

SAN ANTONIO, Texas - November 9, 2016 - iHeartMedia, Inc. (PINK: IHRT) today reported financial results for the third quarter ended September 30, 2016.

“We continue to grow our audiences across our broadcast radio, outdoor, digital, social, mobile and events platforms, while advancing our transformation as a digital-facing, data-rich company built on the power of broadcast radio and out-of-home,” said Bob Pittman, Chairman and Chief Executive Officer of iHeartMedia, Inc. “This quarter, we were excited to announce the reimagining of live radio with our two new subscription services, iHeartRadio Plus and iHeartRadio All Access, set to debut in January 2017. In addition, at both iHeartMedia and outdoor, we continue to invest in programmatic buying platforms and research analytics tools to leverage our assets for the benefit of our marketing and advertising partners, and at Americas outdoor and International outdoor, we continue to realign our resources to expand our digital out-of-home networks.”

Rich Bressler, President, Chief Operating Officer and Chief Financial Officer said, “This quarter, we delivered revenue and operating income growth at both iHeartMedia and International outdoor. Americas outdoor's revenue and operating income declined as the result of the sales of nine non-strategic markets; excluding the impact of the sales, revenues increased. Overall, our investments are enhancing our businesses -- allowing us to keep developing and delivering innovative new products to our consumers, all while staying focused on tight operating and financial discipline.”​​​​​

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iHeartCommunications, Inc. Announces Extension of Private Offers to Holders of Its Five Series of Priority Guarantee Notes and Its Senior Notes Due 2021 to Exchange Such Notes for New Securities

San Antonio, TX, July 6, 2017. iHeartCommunications, Inc. (“iHeartCommunications”) today announced that it is extending the private offers (the “Exchange Offers”) to holders of certain series of iHeartCommunications’ outstanding debt securities (the “Existing Notes”) to exchange the Existing Notes for new securities (the “New Securities”) of iHeartMedia, Inc., CC Outdoor Holdings, Inc. and iHeartCommunications, and the related solicitation of consents (the “Consent Solicitations”) from holders of Existing Notes to certain amendments to the indentures and security documents governing the Existing Notes.  
 
The Exchange Offers and Consent Solicitations were previously scheduled to expire on July 7, 2017, at 5:00 p.m., New York City time, and will now expire on July 21, 2017, at 5:00 p.m., New York City time. The deadline to withdraw tendered Existing Notes in the Exchange Offers and revoke consents in the Consent Solicitations has also been extended to 5:00 p.m., New York City time, on July 21, 2017. iHeartCommunications is extending the Exchange Offers and Consent Solicitations to continue discussions with holders of Existing Notes regarding the terms of the Exchange Offers and to continue discussions with lenders under its Term Loan D and Term Loan E facilities in connection with the concurrent private offers made to such lenders, which iHeartCommunications announced today will now expire at 5:00 p.m., New York City time, on July 21, 2017.  
 
As of 5:00 p.m., New York City time, on July 5, 2017, an aggregate amount of approximately $45.5 million of Existing Notes, representing approximately 0.6% of outstanding Existing Notes, had been tendered into the Exchange Offers. 
 
The terms of the Exchange Offers and Consent Solicitations have not been amended and remain the same as set forth in the Amended and Restated Offering Circular and Consent Solicitation Statement, dated April 14, 2017, as supplemented by Supplement No. 1 (the “Offering Circular”). 
 
The Exchange Offers and Consent Solicitations, which are only available to holders of Existing Notes, are being made pursuant to the Offering Circular, and are exempt from registration under the Securities Act of 1933 (the “Securities Act”). The New Securities, including the new debt of iHeartCommunications and related guarantees, will be offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. 
 
Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of the Existing Notes that complete and return a letter of eligibility. Holders of Existing Notes that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers and Consent Solicitations, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihcbondoffers.

This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the New Securities or any other securities. The Exchange Offers and Consent Solicitations are not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the New Securities will be made only by means of the Offering Circular. 
 

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iHeartCommunications, Inc. Announces Extension Of Private Term Loan Offers

San Antonio, TX, July 6, 2017. iHeartCommunications, Inc. (“iHeartCommunications”) today announced that it is extending the deadline for participation in the  private offers (the “Term Loan Offers”) to lenders under its Term Loan D and Term Loan E facilities (“Existing Term Loans”) to amend the Existing Term Loans. The Term Loan Offers have been extended to 5:00 p.m., New York City time, on July 21, 2017.  iHeartCommunications is extending the Term Loan Offers to continue discussions with lenders regarding the terms of the Term Loan Offers.  
 
The terms of the Term Loan Offers have not been amended and remain the same as set forth in the Confidential Information Memorandum, dated March 15, 2017, as supplemented by Supplements No. 1 through No. 5 (as so supplemented, the “Confidential Information Memorandum”). 
 
The Term Loan Offers, which are only available to holders of Existing Term Loans, are being made pursuant to the Confidential Information Memorandum, and are exempt from registration under the Securities Act of 1933 (the “Securities Act”). The new securities (the “New Securities”) of iHeartMedia, Inc., CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications being offered in the Term Loan Offers are offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. 
 
Documents relating to the Term Loan Offers will only be distributed to holders of Existing Term Loans that complete and return a letter of eligibility. Holders of Existing Term Loans that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the tabulation agent and information agent for the Offers, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-termloanoffers. 
 
This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the New Securities or any other securities. The Term Loan Offers are not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the New Securities are being made only by means of the Confidential Information Memorandum. 
 

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iHeartCommunications, Inc. Announces Extension of Private Term Loan Offers

San Antonio, TX, June 22, 2017. iHeartCommunications, Inc. (“iHeartCommunications”) today announced that it is extending the private offers (the “Exchange Offers”) to holders of certain series of iHeartCommunications’ outstanding debt securities (the “Existing Notes”) to exchange the Existing Notes for new securities (the “New Securities”) of iHeartMedia, Inc., CC Outdoor Holdings, Inc. and iHeartCommunications, and the related solicitation of consents (the “Consent Solicitations”) from holders of Existing Notes to certain amendments to the indentures and security documents governing the Existing Notes.  
 
The Exchange Offers and Consent Solicitations were previously scheduled to expire on June 23, 2017, at 5:00 p.m., New York City time, and will now expire on July 7, 2017, at 5:00 p.m., New York City time. The deadline to withdraw tendered Existing Notes in the Exchange Offers and revoke consents in the Consent Solicitations has also been extended to 5:00 p.m., New York City time, on July 7, 2017. iHeartCommunications is extending the Exchange Offers and Consent Solicitations to continue discussions with holders of Existing Notes regarding the terms of the Exchange Offers and to continue discussions with lenders under its Term Loan D and Term Loan E facilities in connection with the concurrent private offers made to such lenders, which iHeartCommunications announced today will now expire at 5:00 p.m., New York City time, on July 7, 2017.  
 
As of 5:00 p.m., New York City time, on June 21, 2017, an aggregate amount of approximately $45.4 million of Existing Notes, representing approximately 0.6% of outstanding Existing Notes, had been tendered into the Exchange Offers. 
 
The terms of the Exchange Offers and Consent Solicitations have not been amended and remain the same as set forth in the Amended and Restated Offering Circular and Consent Solicitation Statement, dated April 14, 2017, as supplemented by Supplement No. 1 (the “Offering Circular”). 
 
The Exchange Offers and Consent Solicitations, which are only available to holders of Existing Notes, are being made pursuant to the Offering Circular, and are exempt from registration under the Securities Act of 1933 (the “Securities Act”). The New Securities, including the new debt of iHeartCommunications and related guarantees, will be offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. 
 
Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of the Existing Notes that complete and return a letter of eligibility. Holders of Existing Notes that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers and Consent Solicitations, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihcbondoffers
 
This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the New Securities or any other securities. The Exchange Offers and Consent Solicitations are not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the New Securities will be made only by means of the Offering Circular

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iHeartCommunications, Inc. Announces Extension of Private Offers to Holders of Its Five Series of Priority Guarantee Notes and Its Senior Notes Due 2021 to Exchange Such Notes for New Securities

San Antonio, TX, June 22, 2017. iHeartCommunications, Inc. (“iHeartCommunications”) today announced that it is extending the deadline for participation in the  private offers (the “Term Loan Offers”) to lenders under its Term Loan D and Term Loan E facilities (“Existing Term Loans”) to amend the Existing Term Loans. The Term Loan Offers have been extended to 5:00 p.m., New York City time, on July 7, 2017.  iHeartCommunications is extending the Term Loan Offers to continue discussions with lenders regarding the terms of the Term Loan Offers.  
 
The terms of the Term Loan Offers have not been amended and remain the same as set forth in the Confidential Information Memorandum, dated March 15, 2017, as supplemented by Supplements No. 1 through No. 5 (as so supplemented, the “Confidential Information Memorandum”). 
 
The Term Loan Offers, which are only available to holders of Existing Term Loans, are being made pursuant to the Confidential Information Memorandum, and are exempt from registration under the Securities Act of 1933 (the “Securities Act”). The new securities (the “New Securities”) of iHeartMedia, Inc., CC Outdoor Holdings, Inc., Broader Media, LLC and/or iHeartCommunications being offered in the Term Loan Offers are offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws. 
 
Documents relating to the Term Loan Offers will only be distributed to holders of Existing Term Loans that complete and return a letter of eligibility. Holders of Existing Term Loans that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the tabulation agent and information agent for the Offers, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-termloanoffers. 
 
This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the New Securities or any other securities. The Term Loan Offers are not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the New Securities are being made only by means of the Confidential Information Memorandum. 

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iHeartCommunications, Inc. Announces Extension Of Private Offers To Holders Of Its Five Series Of Priority Guarantee Notes And Its Senior Notes Due 2021 To Exchange Such Notes For New Securities

San Antonio, TX, June 8, 2017 - iHeartCommunications, Inc. (“iHeartCommunications”) today announced that it is extending the private offers (the “Exchange Offers”) to holders of certain series of iHeartCommunications’ outstanding debt securities (the “Existing Notes”) to exchange the Existing Notes for new securities (the “New Securities”) of iHeartMedia, Inc., CC Outdoor Holdings, Inc. and iHeartCommunications, and the related solicitation of consents (the “Consent Solicitations”) from holders of Existing Notes to certain amendments to the indentures and security documents governing the Existing Notes.

The Exchange Offers and Consent Solicitations were previously scheduled to expire on June 9, 2017, at 5:00 p.m., New York City time, and will now expire on June 23, 2017, at 5:00 p.m., New York City time. The deadline to withdraw tendered Existing Notes in the Exchange Offers and revoke consents in the Consent Solicitations has also been extended to 5:00 p.m., New York City time, on June 23, 2017. iHeartCommunications is extending the Exchange Offers and Consent Solicitations to continue discussions with holders of Existing Notes regarding the terms of the Exchange Offers and to continue discussions with lenders under its Term Loan D and Term Loan E facilities in connection with the concurrent private offers made to such lenders, which iHeartCommunications announced today will now expire at 5:00 p.m., New York City time, on June 23, 2017.

As of 5:00 p.m., New York City time, on June 7, 2017, an aggregate amount of approximately $46.4 million of Existing Notes, representing approximately 0.6% of outstanding Existing Notes, had been tendered into the Exchange Offers.

The terms of the Exchange Offers and Consent Solicitations have not been amended and remain the same as set forth in the Amended and Restated Offering Circular and Consent Solicitation Statement, dated April 14, 2017, as supplemented by Supplement No. 1 (the “Offering Circular”).

The Exchange Offers and Consent Solicitations, which are only available to holders of Existing Notes, are being made pursuant to the Offering Circular, and are exempt from registration under the Securities Act of 1933 (the “Securities Act”). The New Securities, including the new debt of iHeartCommunications and related guarantees, will be offered only in reliance on exemptions from registration under the Securities Act. The New Securities have not been registered under the Securities Act, or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from the Securities Act and applicable state securities or blue sky laws and foreign securities laws.

Documents relating to the Exchange Offers and Consent Solicitations will only be distributed to holders of the Existing Notes that complete and return a letter of eligibility. Holders of Existing Notes that desire a copy of the letter of eligibility must contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offers and Consent Solicitations, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms) or visit the following website to complete and deliver the letter of eligibility in electronic form: http://gbsc-usa.com/eligibility/ihc-bondoffers.

This press release is for informational purposes only and shall not constitute an offer to sell or exchange nor the solicitation of an offer to buy the New Securities or any other securities. The Exchange Offers and Consent Solicitations are not being made to any person in any jurisdiction in which the offer, solicitation or sale is unlawful. Any offers of the New Securities will be made only by means of the Offering Circular.

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