Urban One Completes Debt Exchange and Tender Offers

RADIO ONLINE | Tuesday, December 16, 2025 | 10:48am CT

Urban One

Urban One Inc. announced the expiration and final results of its previously disclosed exchange, tender and subscription offers involving its outstanding 7.375% Senior Secured Notes due 2028.

As of 5pm ET on December 15, eligible holders tendered approximately $476.0 million in principal amount of the existing notes, representing about 97.6% of the total outstanding. The transactions included an offer to exchange existing notes for newly issued 7.625% Second Lien Senior Secured Notes due 2031 and cash, a cash tender offer capped at $185.0 million in principal amount, and a subscription offer for up to $60.6 million of new 10.500% First Lien Senior Secured Notes due 2030.

Approximately $475.5 million of existing notes were tendered into the cash tender offer, resulting in oversubscription and proration. As a result, Urban One waived the TSA minimum participation condition outlined in the exchange offering memorandum.

Holders outside of the company's supporting noteholder group subscribed to about $4.4 million of the new first lien notes prior to the expiration date. Under a transaction support agreement dated November 14, supporting noteholders are expected to backstop and purchase the remaining $56.2 million of the subscription offer.

Urban One also confirmed that it received the required consents to amend the indenture governing the existing notes. The amendments eliminate most restrictive covenants, modify certain default and change-of-control provisions, release guarantees, and remove liens on collateral securing the existing notes. A supplemental indenture reflecting those changes was executed on December 3, with the amendments set to become effective upon settlement of the offers.

Settlement is expected on or around December 18, subject to customary conditions, including performance by the supporting noteholders and the refinancing or lender consent related to the company's asset-based lending facility.

Moelis & Company served as financial advisor and dealer manager for the offers, while D.F. King & Co. acted as exchange and information agent. The new notes were offered only to qualified institutional buyers and certain non-U.S. investors and were not registered under U.S. securities laws.