Urban One, Inc. Reveals Early Results of Offers and Consent Solicitation

Urban One, Inc. Announces Early Results of Offers and Consent Solicitation

In a significant development, Urban One, Inc. (NASDAQ: UONEK and UONE) has shared the early outcomes of the previously declared offers aimed at restructuring its outstanding financial obligations. The offers encompass three main components: the Exchange Offer for the company’s existing Senior Secured Notes, a Tender Offer to purchase these notes for cash, and a Subscription Offer for new securities.

As reported on December 1, 2025, Urban One received tenders representing approximately $450 million of the existing notes by the Early Tender Date. This figure accounts for about 92.2% of the total amount of existing notes currently outstanding, suggesting a notably strong engagement from eligible holders. Specifically, the company received tenders from holders classified into various participant groups, reflecting diverse interests in the offers presented.

The Exchange Offer proposes to swap the current 7.375% Senior Secured Notes due 2028 for newly issued 7.625% Second Lien Senior Secured Notes due 2031, alongside a cash component. Meanwhile, the Tender Offer allows for the purchase of up to $185 million of the existing notes, where the company is prepared to disburse an aggregate cash consideration of up to $111 million. The response has been overwhelming, with the Tender Offer already being oversubscribed, leading to proration for holders who submitted more notes than can be accommodated.

Additionally, through the Subscription Offer, Urban One is making available new 10.500% First Lien Senior Secured Notes due 2030 for up to $60.6 million. Prior to the Early Tender Date, subscribers have already committed to approximately $4.7 million worth of these new securities. Following the given timelines, participation in the Subscription Offer is not possible anymore for any eligible holders who did not act before the Early Tender Date.

To facilitate these changes, Urban One announced necessary amendments to the existing indentures that govern the current notes. These amendments aim to relieve certain covenants and requirements that could hinder the company’s operational flexibility moving forward. Such measures include modifications to default provisions and the relaxing of collateral requirements. The company has signaled its intentions to enter into a supplemental indenture promptly following the Early Tender Date, which will reflect these proposed changes, making them contingent on a successful conclusion of the offers.

As the offers head towards their expiration on December 15, 2025, Urban One encourages all eligible holders to engage in this move towards financial reshaping. The completion of the offers hinges on satisfying certain conditions, including backing from the supportive noteholders under a Transaction Support Agreement. The Offers and the Consent Solicitation provide a pivotal opportunity for holders and are expected to positively influence the company’s future outlook, as it continues to engage its audience through diverse media avenues.

Urban One remains committed to maintaining transparency throughout this process. Eligible holders are urged to thoroughly read the provided documentation to understand risk factors and implications associated with their participation. The management of Urban One, in conjunction with appointed advisors, remains available for any inquiries regarding these offers. With these strategic moves, Urban One is poised to enhance its financial structure while continuing to solidify its position as a prominent media company targeting the African American and urban consumer demographics.

In conclusion, these results highlight Urban One’s proactive approach to restructuring its financial obligations and responding to its stakeholders, aiming for enhanced stability and growth in the coming years.