Urban One launches exchange offer for $488M in bonds

Urban One Inc. (NASDAQ: UONEK and UONE) announced the commencement of an exchange offer for its outstanding 7.375% Senior Secured Notes due 2028, totaling $487.8 million in aggregate principal amount.

The company is offering to exchange existing notes for newly issued 7.625% Senior Secured Notes due 2031 plus cash. Urban One also launched a tender offer to purchase up to $185 million in aggregate principal amount of existing notes for up to $111 million in cash.

Additionally, the company is offering eligible holders the right to purchase up to $60.6 million in aggregate principal amount of 10.500% first lien senior secured notes due 2030.

Urban One entered into a Transaction Support Agreement with holders representing approximately 73% of the outstanding principal amount of existing notes as of November 13, 2025. These supporting noteholders agreed to tender their existing notes and backstop the subscription offer in exchange for a premium equal to 3% of the total aggregate principal amount of new first lien notes issued.

The offers and consent solicitation will expire at 5:00 p.m. New York time on December 15, 2025, unless extended. To participate in the subscription offer, eligible holders must tender their existing notes by December 1, 2025, and deliver cash payment by December 3, 2025.

The company is also soliciting consents to eliminate substantially all restrictive covenants and certain default provisions in the existing notes indenture, remove change of control repurchase requirements, and release guarantees and liens on collateral.

Consummation of the offers is subject to various conditions, including the supporting noteholders' performance under the transaction support agreement and refinancing of the company's existing asset-based lending facility.

Moelis & Company LLC serves as dealer manager and solicitation agent, while D.F. King & Co. Inc. serves as exchange and information agent for the transaction.

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