Urban One Opens Exchange, Tender and Consent Process

RADIO ONLINE | Friday, November 14, 2025 | 3:29pm CT

Urban One

Urban One has launched a debt restructuring initiative, opening an exchange offer, tender offer and consent solicitation for its outstanding 7.375% Senior Secured Notes due 2028.

The company is offering eligible holders the option to exchange any or all of their existing 2028 notes for newly issued 7.625% Senior Secured Notes due 2031, plus cash. Alongside the exchange offer, Urban One has also begun a tender offer to purchase up to $185 million in principal of the existing notes for as much as $111 million in cash. If more than $185 million in notes are tendered, acceptances will be prorated.

Participation in the tender offer is limited to holders who agree to exchange all remaining 2028 notes not purchased for cash. Eligible holders may also subscribe to purchase up to $60.6 million of new 10.500% first-lien senior secured notes due 2030, provided they tender all of their existing notes by the early tender deadline and meet the funding requirement.

As part of the process, Urban One is also seeking consent from holders to amend the existing indenture, including eliminating most restrictive covenants, modifying merger provisions, removing change-of-control repurchase requirements, and releasing collateral and guarantees tied to the 2028 notes.

On November 14, the company entered into a Transaction Support Agreement with holders controlling roughly 73% of the outstanding notes. Those noteholders agreed to tender their holdings across the offers and to backstop the full subscription of the new first-lien notes. In return, Urban One will pay a premium of 3% of the aggregate principal of the new first-lien notes issued under the subscription and backstop agreements. The support deal requires that at least 98% of outstanding 2028 notes be tendered.

The exchange, tender and subscription offers, along with the consent solicitation, are scheduled to expire at 5pm ET on December 15, unless extended. The early tender deadline is December 1, and funding for subscription purchases must be delivered by December 3.

Eligible holders must tender all of their notes -- partial tenders are not permitted -- and all tenders must be submitted through DTC's Automated Tender Offer Program. Minimum denominations and rounding provisions apply for all new notes issued.