Urban One Announces Exchange Offer, Consent Solicitation

RADIO ONLINE | Friday, October 2, 2020 | 12:25pm CT

Urban One

Urban One has commenced a private offer to certain eligible noteholders to exchange any and all of its outstanding $350 million aggregate principal amount of 7.375% Senior Secured Notes due 2022 for newly issued 8.75% Senior Secured Notes due 2022, upon the terms and conditions set forth in the Offering Memorandum and Consent Solicitation Statement dated October 2. Holders of approximately $260.7 million principal amount of Old Notes, or 74.5% of the principal amount of Old Notes, have agreed to participate in the Exchange Offer.

The New Notes are being offered to provide the company with additional financial flexibility by replacing the Existing Notes which are validly tendered and accepted for exchange with New Notes that mature eight months after the Existing Notes are scheduled to mature.

In connection with the Exchange Offer, the company will also enter into an amendment to certain terms of its Unsecured Term Loan, dated December 4, 2018, by and among the company, the Lenders party thereto from time to time and Wilmington Trust, National Association, as Administrative Agent, including the extension of the maturity date of the Unsecured Term Loan by 90 days which maturity is more than 90 days after the maturity date of the New Notes.

Eligible holders who validly tender and do not validly withdraw their Existing Notes in the Exchange Offer prior to 5pm, ET on October 16, 2020, unless extended and that are accepted for exchange will receive $1,000 in principal amount of New Notes plus $10.00 in cash per $1,000 principal amount of Existing Notes. For any Existing Notes validly tendered after the Early Tender Date but before 11:59pm ET on October 30, 2020, unless extended and that are accepted for exchange, eligible holders will receive $1,000 in principal amount of New Notes plus $5.00 in cash per $1,000 principal amount of Existing Notes.

Eligible holders who validly tender and do not validly withdraw their Existing Notes will also receive accrued and unpaid interest in cash on their Existing Notes accepted for exchange to, but not including, the settlement date for the Exchange Offer.

The New Notes will be will be secured on a first priority basis by substantially all of the company's and certain subsidiary guarantors' current and future property and assets other than certain property and assets securing the company's asset-backed revolving credit facility (such property and assets, "ABL Priority Collateral") and on a second priority basis by the ABL Priority Collateral. The New Notes will mature on December 15, 2022.