Urban One Moves Ahead With Indenture Changes for 2028 Notes

RADIO ONLINE | Monday, December 8, 2025 | 5:13pm CT

Urban One

Urban One has executed a supplemental indenture tied to its ongoing exchange offer for its 7.375% senior secured notes due 2028, according to an 8-K filing submitted to the SEC. The agreement, dated December 3, becomes operative only if the company completes its previously announced exchange offer and consent solicitation.

The filing states that Urban One reached sufficient holder support -- "Requisite Consents" -- to amend wide portions of the original 2021 indenture governing the notes. Once effective, the supplemental indenture will eliminate multiple covenants, including reporting requirements, limits on indebtedness, restricted payments, asset sales, affiliate transactions, additional guarantees, and corporate existence provisions. It also removes several events of default and deletes both the collateral and guarantee articles entirely.

Upon the exchange offer's settlement date, guarantees provided by Urban One's subsidiaries will be automatically released, and liens securing the notes will be terminated, effectively converting the notes into unsecured obligations. The trustee and collateral agent, Wilmington Trust, are authorized to file releases and termination statements once instructed.

Urban One emphasized that the amendments and releases will not take effect until the exchange and tender offers are consummated and consideration is delivered. CFO Peter D. Thompson signed the filing on December 8.