SILVER SPRING, Md., Nov. 14, 2025 /PRNewswire/ -- Urban One, Inc. (NASDAQ: UONEK and UONE) (the "Company") today announced that it has commenced an offer to exchange (the "Exchange Offer") any and all of the Company's outstanding 7.375% Senior Secured Notes due 2028 (the "Existing Notes") held by Eligible Holders (as defined below) for newly issued 7.625% Senior Secured Notes due 2031 (the "Exchange Notes"), to be issued by the Company and guaranteed by each existing and future subsidiaries of the Company, and cash.

In connection with the Exchange Offer, the Company has commenced an offer to purchase (the "Tender Offer") up to $185.0 million in aggregate principal amount of the Existing Notes for up to $111.0 million in cash. To the extent Existing Notes in a principal amount greater than $185.0 million are tendered into the Tender Offer, the Tender Offer will be oversubscribed, and Existing Notes accepted in the Tender Offer will be subject to proration, as described below. Eligible Holders will only be entitled to participate in the Tender Offer if they elect to exchange all of their Existing Notes in the Exchange Offer other than those Existing Notes, if any, accepted for purchase in the Tender Offer.

In connection with the Exchange Offer, the Company is also offering Eligible Holders the right to subscribe to purchase (the "Subscription Offer" and, together with the Exchange Offer and the Tender Offer, collectively, the "Offers") up to $60.6 million in aggregate principal amount of 10.500% first lien senior secured notes due 2030 (the "New First Lien Notes" and, together with the Exchange Notes, the "New Notes"). Eligible Holders will only be entitled to participate in the Subscription Offer if they tender all of their Existing Notes in the Exchange Offer only or in the Exchange Offer and Tender Offer. Furthermore, to be eligible to participate in the Subscription Offer, Eligible Holders must tender their Existing Notes at or prior to the Early Tender Date (as defined below) and deliver in cash an amount equal to the purchase price therefor by the Funding Deadline (as defined below).

In addition, the Company is soliciting consents (the "Consents" and such solicitation, the "Consent Solicitation") from Eligible Holders of the Existing Notes to adopt certain proposed amendments to the indenture governing the Existing Notes (the "Existing Notes Indenture") to eliminate substantially all of the restrictive covenants and certain of the default provisions, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including removing the requirement that the Company make an offer to repurchase the Existing Notes if the Company experiences certain change of control transactions, releasing the guarantees provided by the guarantors of the Existing Notes, and eliminating any requirement to provide guarantees in the future with respect to the Existing Notes, releasing the liens on all of the collateral securing the Existing Notes and eliminating any requirement to provide collateral in the future with respect to the Existing Notes (collectively, the "Proposed Amendments").

The Company's obligation to accept for exchange or purchase Existing Notes validly tendered (and not validly withdrawn) and to issue New First Lien Notes pursuant to the Offers and the related Consent Solicitation is subject to the satisfaction or, if permitted, waiver of certain conditions set forth in the confidential offering memorandum and consent solicitation statement, dated November 14, 2025 (the "Offering Memorandum").

On November 14, 2025, the Company entered into a Transaction Support Agreement (the "Transaction Support Agreement") with certain holders (the "Supporting Noteholders") of Existing Notes that collectively hold approximately 73% of the outstanding principal amount of Existing Notes as of November 13, 2025. Pursuant to the Transaction Support Agreement, each Supporting Noteholder has agreed to (i) tender the maximum amount accepted by the Company of its Existing Notes in the Tender Offer and the remaining portion of its Existing Notes in the Exchange Offer and deliver its related Consents in the Consent Solicitation and (ii) collectively with the other Supporting Noteholders, backstop the full Subscription Offer as set forth in the Transaction Support Agreement (the "Backstop Commitment"). In consideration for the Supporting Noteholders' Backstop Commitment, the Company will pay to the Supporting Noteholders a premium in an amount equal to 3.0% of the total aggregate principal amount of New First Lien Notes issued in connection with the Subscription Offer and the Backstop Commitment, as set forth in the Transaction Support Agreement. The Transaction Support Agreement includes representations, warranties, covenants and closing conditions customary for agreements of this type, including the condition that a minimum of 98% of the outstanding aggregate principal amount of Existing Notes shall have been validly tendered (and not validly withdrawn) pursuant to the Exchange Offer and/or Tender Offer.

The Offers and the Consent Solicitation will expire at 5:00 P.M., New York City time, on December 15, 2025, unless extended (such time and date as it may be extended, the "Expiration Date"), or earlier terminated. To be eligible to participate in the Subscription Offer, Eligible Holders must tender their Existing Notes at or prior to 5:00 P.M., New York City time, on December 1, 2025, unless extended by the Company (such time and date as it may be extended, the "Early Tender Date") and deliver in cash an amount equal to the purchase price therefor by 11:59 P.M., New York City time, on December 3, 2025, unless extended (such time and date as it may be extended, the "Funding Deadline"). Rights to withdraw tendered Existing Notes and revoke Consents terminate at 5:00 P.M., New York City time, on December 1, 2025, unless extended (such time and date as it may be extended, the "Withdrawal Deadline"), except for certain limited circumstances where additional withdrawal rights are required by law. Each Eligible Holder that tenders Existing Notes into the Exchange Offer and/or Tender Offer will be deemed to have given its Consent to the Proposed Amendments with respect to those tendered Existing Notes. No additional consideration will be paid for Consents. The Early Tender Date, the Funding Deadline or the Expiration Date with respect to the Offers and Consent Solicitation can be extended independently of the Withdrawal Deadline for the Offers and Consent Solicitation.

Each participating Eligible Holder must tender all of the Existing Notes it holds for purchase in the Tender Offer and/or exchange in the Exchange Offer. Partial tenders of Existing Notes will not be accepted.

The Existing Notes will only be accepted for exchange or purchase by the Company in minimum principal amounts of $2,000 and integral multiples of $1,000 thereafter. No alternative, conditional or contingent tenders will be accepted.

The Company will not accept any tender of Existing Notes that would result in the issuance of less than $2,000 principal amount of Exchange Notes. The Exchange Notes will only be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. If, pursuant to the Offers and Consent Solicitation, a tendering Eligible Holder would otherwise be entitled to receive Exchange Notes in a principal amount that is not an integral multiple of $1,000, such principal amount will be rounded down to the nearest integral multiple of $1,000. This rounded amount will be the principal amount of Exchange Notes that Eligible Holders will receive, and no additional cash will be paid in lieu of any principal amount of Exchange Notes not received as a result of rounding down.

The New First Lien Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.

This summary offering table indicates the treatment to be offered in the Offers per $1,000 principal amount of Existing Notes validly tendered and not validly withdrawn. The term "Exchange Consideration" refers to the Exchange Notes and the cash being offered to Eligible Holders of the Existing Notes pursuant to the Exchange Offer, and the term "Tender Consideration" refers to the cash payment being offered to Eligible Holders of the Existing Notes pursuant to the Tender Offer.

Eligible Holders electing to participate in: (a) only the Exchange Offer are referred to herein as "Exchange Offer Only Participants," (b) the Exchange Offer and the Tender Offer are referred to herein as "Exchange Offer and Tender Offer Participants," (c) the Exchange Offer, the Tender Offer and the Subscription Offer are referred to herein as "Exchange Offer, Tender Offer and Subscription Offer Participants," and (d) the Exchange Offer and the Subscription Offer are referred to herein as "Exchange Offer and Subscription Offer Participants." The Exchange Offer and Tender Offer Participants and the Exchange Offer, Tender Offer and Subscription Offer Participants are collectively referred to herein as the "Tender Offer Participants."

Each participating Eligible Holder must tender all of the Existing Notes it holds for purchase in the Tender Offer and/or exchange in the Exchange Offer through The Depository Trust Company's ("DTC") Automated Tender Offer Program ("ATOP"). Partial tenders of Existing Notes will not be accepted. Within ATOP, each participating Eligible Holder must tender all of the Existing Notes it holds into the appropriate contra-CUSIP corresponding with its decision to participate as (1) an Exchange Offer Only Participant, (2) an Exchange Offer and Tender Offer Participant, (3) an Exchange Offer, Tender Offer and Subscription Offer Participant or (4) an Exchange Offer and Subscription Offer Participant.

In order to be eligible to participate in the Subscription Offer, Subscription Offer Participants are obligated to tender their Existing Notes through DTC's ATOP at or prior to the Early Tender Date and to deliver in cash an amount equal to the applicable purchase price at or prior to the Funding Deadline.

Eligible Holders may not tender their Existing Notes without delivering the related Consents, and Eligible Holders may not deliver Consents without tendering the related Existing Notes. Existing Notes may not be withdrawn from the Offers and the related Consents may not be revoked from the Consent Solicitation after the Withdrawal Deadline, subject to applicable law.

The consummation of the Offers and the Consent Solicitation is subject to, and conditioned upon, the satisfaction or, if permitted, waiver by the Company of certain conditions, including the Supporting Noteholders' performance of their obligations under the Transaction Support Agreement, the Company's substantially concurrent refinancing of its existing asset-based lending facility (or, in lieu thereof, the receipt of consent from the required lenders thereunder to the consummation of the Offers) and the General Conditions (as defined in the Offering Memorandum). Subject to applicable law, the Company may amend, extend, terminate or withdraw any of the Offers and/or Consent Solicitation without amending, extending, terminating or withdrawing any of the others, at any time and for any reason, including if any of the conditions set forth under "Conditions to the Offers and Consent Solicitation" in the Offering Memorandum with respect to the Offers are not satisfied as determined by the Company in its sole discretion.

The New Notes and the offering thereof have not been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws. The Offers and Consent Solicitation will only be made, and the New Notes are only being offered and issued, to holders of Existing Notes that are (a) reasonably believed to be qualified institutional buyers in reliance on Rule 144A promulgated under the Securities Act or (b) non-U.S. persons, in transactions outside the United States, in reliance on Regulation S under the Securities Act (such holders, the "Eligible Holders"). Only Eligible Holders are authorized to receive or review the Offering Memorandum or to participate in the Offers. Copies of all the documents relating to the Offers and Consent Solicitation may be obtained from the Exchange and Information Agent (as defined below), subject to confirmation of eligibility through online procedures established by the Exchange and Information Agent, available at: www.dfking.com/UONE. There will be no letter of transmittal for the Offers.

Eligible Holders of the Existing Notes are urged to carefully read all of the information in, or incorporated by reference into the Offering Memorandum, including the information presented under "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" before making any decision with respect to the Offers or the Consent Solicitation. None of the Company, its subsidiaries, the Exchange and Information Agent, the Dealer Manager (as defined in the Offering Memorandum), the applicable trustees under the indentures governing the Existing Notes and the New Notes, the applicable collateral agents under the indentures governing the Existing Notes and the New Notes or any of their respective affiliates, makes any recommendation as to whether holders of Existing Notes should participate in the Offers or Consent Solicitation. Each Eligible Holder must make its own decision as to whether to participate in the Offers and whether to tender its Existing Notes and to deliver Consents.

Moelis & Company LLC has been appointed as the dealer manager and solicitation agent (the "Dealer Manager and Solicitation Agent") and D.F. King & Co., Inc. has been appointed as the exchange and information agent (the "Exchange and Information Agent"), respectively, for the Offers and Consent Solicitation. Questions concerning the Offers and the Consent Solicitation may be directed to the Dealer Manager and Solicitation Agent, in accordance with the contact details shown on the back cover of the Offering Memorandum.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Offers and Consent Solicitation, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this press release is not an offer of securities for sale into the United States. The New Notes to be offered in the Offers have not been registered under the Securities Act or any state securities laws, and unless so registered, New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

About Urban One

Urban One Inc. (urban1.com), together with its subsidiaries, is the largest diversified media company that primarily targets Black Americans and urban consumers in the United States. The Company owns TV One, LLC (tvone.tv), a television network serving more than 35 million households, offering a broad range of original programming, classic series and movies designed to entertain, inform, and inspire a diverse audience of adult Black viewers. As of September 30, 2025, the Company owned and/or operated 74 independently formatted, revenue producing broadcast stations (including 57 FM or AM stations, 15 HD stations, and the 2 low power television stations the Company operates), located in 13 of the most populous African-American markets in the United States. Through its controlling interest in Reach Media, Inc. (blackamericaweb.com), the Company also operates syndicated programming including the Rickey Smiley Morning Show, and the DL Hughley Show. In addition to its radio and television broadcast assets, Urban One owns iOne Digital (ionedigital.com), our wholly owned digital platform serving the African American community through social content, news, information, and entertainment websites, including its Cassius, Bossip, HipHopWired and MadameNoire digital platforms and brands. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African American and urban audiences.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this press release may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including any statements regarding the consummation of the Offers and Consent Solicitation. Any statements that are not statements of historical fact should be considered forward-looking statements. In many cases, forward-looking statements can generally be identified by the use of forward-looking terminology such as "may," "plan," "predict," "expect," "estimate," "intend," "would," "will," "could," "should," "anticipate," "believe," "project" or "continue" or the negative thereof or other similar expressions. The forward-looking statements contained in this press release reflect our views as of the date of this press release and are based on our expectations and beliefs concerning future events, as well as currently available data as of the date of this press release. While we believe there is a reasonable basis for our forward-looking statements, they involve a number of risks, uncertainties, assumptions and changes in circumstances that may cause actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement, including, but not limited to, the adverse impact of failing to consummate the Offers and the Consent Solicitation, the risk that an insufficient number of holders of Existing Notes participate in the Offers and other risk factors described from time to time in the Company's filings with the SEC. Therefore, these statements are not guarantees of future events, results, performance or achievements, and you should not rely on them. All forward-looking statements included in this press release are based on information available to the Company as of the date on which such statements were made, and the Company assumes no obligation to update or revise any forward-looking statements to reflect events or circumstances that occur after such statements are made, except as required by law.

 

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SOURCE Urban One, Inc.