Urban One, Inc. Announces Major Debt Exchange Offer and Consent Solicitation

Urban One, Inc. (NASDAQ: UONEK and UONE) has recently taken significant steps in its financial restructuring efforts. On November 14, 2025, the company revealed its plan to initiate an Exchange Offer for its existing 7.375% Senior Secured Notes due 2028. This move allows current holders of the notes to exchange them for newly issued 7.625% Senior Secured Notes that will mature in 2031. The company aims to enhance its financial flexibility and extend the maturity of its debt, which is particularly relevant given the current economic environment.

In addition to the Exchange Offer, Urban One is also launching a Tender Offer to purchase up to $185 million of the outstanding Existing Notes for a total of $111 million in cash. This dual strategy—exchange offerings paired with a tender offer—provides existing bondholders with options, ensuring they have a choice in managing their investments amidst macroeconomic shifts.

One unique aspect of this offering is the Subscription Offer included, which permits eligible holders to purchase an additional $60.6 million of new first lien senior secured notes due 2030. To qualify for this offer, holders must participate in the Exchange Offer, indicating Urban One’s intent to keep existing bondholders engaged and potentially increase its cash reserves if the new notes are oversubscribed.

The company is also soliciting consents aimed at eliminating several restrictive covenants within the Existing Notes Indenture. This includes amendments that would ease conditions around corporate mergers and consolidations while also removing collateral and guarantee requirements which can limit operational flexibility. Such changes are designed to provide Urban One with greater maneuverability in aligning its financial strategies with evolving market conditions.

Urban One has indicated that these offers will remain open until December 15, 2025, although there are important earlier deadlines for various components, including the Subscription Offer and rights for withdrawal. Eligible holders must tender and consent before particular cut-off times to ensure their participation, making the management of the offers a timely consideration for bondholders.

The completion of these offers hinges on receiving substantial uptake from bondholders. Urban One has partnered with a group of Supporting Noteholders, who collectively hold approximately 73% of the outstanding notes, ensuring a robust foundation to the offers. These Supporting Noteholders have committed to maximize their participation and offer a backstop to the Subscription Offer, solidifying confidence in Urban One's backer support for this financial maneuvering.

Moelis & Company LLC has taken the role of dealer manager and solicitation agent, with D.F. King & Co., Inc. serving as the exchange and information agent, both tasked with facilitating this complex transaction.

As a leader in the media sector, primarily focused on African American and urban audiences, Urban One's financial strategies are crucial for maintaining growth and investment in programming that resonates with its viewership—serving over 35 million households through its various platforms. The execution of this debt refinancing could ultimately dictate Urban One’s capability to invest in new content and maintain operational competitiveness in an ever-evolving media landscape.

In summary, Urban One’s announcement marks a critical phase in its financial evolution, as it seeks to enhance balance sheet stability while simultaneously providing existing bondholders with attractive options to manage their holdings effectively. The impacts of these offers could resonate well beyond December, potentially setting new strategic directions for the company as it navigates future opportunities and challenges in the diversified media sphere.