WASHINGTON, Oct. 2, 2020 /PRNewswire/ -- Urban One, Inc.
("Urban One" or the "Company") (NASDAQ: UONEK and UONE) today
announced that it has commenced a private offer to certain eligible
noteholders described below to exchange (the "Exchange Offer") any
and all of its outstanding $350.0
million aggregate principal amount of 7.375% Senior Secured
Notes due 2022 (CUSIP No. 75040PAS7 and U74935AF1, ISINs
US75040PAS74 and USU74935AF19) (the "Existing Notes") for newly
issued 8.75% Senior Secured Notes due 2022 (the "New Notes"), upon
the terms and conditions set forth in the Offering Memorandum and
Consent Solicitation Statement (the "Offering Memorandum") dated
October 2, 2020. Holders of
approximately $260.7 million
principal amount of Old Notes, or 74.5% of the principal amount of
Old Notes, have agreed to participate in the Exchange Offer,
subject to customary conditions.
![(PRNewsfoto/Urban One, Inc.) (PRNewsfoto/Urban One, Inc.)](https://mma.prnewswire.com/media/509218/Urban_One_Logo.jpg)
The New Notes are being offered to provide
the Company with additional financial flexibility by replacing the
Existing Notes which are validly tendered and accepted for exchange
with New Notes that mature eight months after the Existing Notes
are scheduled to mature.
In connection with the Exchange Offer, the
Company will also enter into an amendment to certain terms of its
Unsecured Term Loan, dated December 4,
2018, by and among the Company, the Lenders party thereto
from time to time and Wilmington Trust, National Association, as
Administrative Agent (the "Unsecured Term Loan"), including the
extension of the maturity date of the Unsecured Term Loan by 90
days which maturity is more than 90 days after the maturity date of
the New Notes.
Eligible holders who validly tender and do not validly withdraw
their Existing Notes in the Exchange Offer prior to 5:00 p.m., New York
City time, on October 16,
2020, unless extended (such time and date as it may be
extended, the "Early Tender Date") and that are accepted for
exchange will receive $1,000 in
principal amount of New Notes plus $10.00 in cash per $1,000 principal amount of Existing Notes. For
any Existing Notes validly tendered after the Early Tender Date but
before 11:59 p.m., New York City time, on October 30, 2020, unless extended (such time and
date as it may be extended, the "Expiration Date") and that are
accepted for exchange, eligible holders will receive $1,000 in principal amount of New Notes plus
$5.00 in cash per $1,000 principal amount of Existing Notes.
Eligible holders who validly tender and do not validly withdraw
their Existing Notes will also receive accrued and unpaid interest
in cash on their Existing Notes accepted for exchange to, but not
including, the settlement date for the Exchange Offer.
The New Notes will be will be secured (i) on a first priority
basis by substantially all of the Company's and certain subsidiary
guarantors' current and future property and assets other than
certain property and assets securing the Company's asset-backed
revolving credit facility (such property and assets, "ABL Priority
Collateral") and (ii) on a second priority basis by the ABL
Priority Collateral. The New Notes will mature on December 15, 2022.
In conjunction with the Exchange Offer, Urban One, Inc. is
soliciting consents from holders of Existing Notes (the "Consent
Solicitation") to (i) eliminate substantially all of the
restrictive covenants, certain affirmative covenants and certain
events of default contained in the indenture governing the Existing
Notes and (ii) enter into a new intercreditor agreement pursuant to
which all collateral proceeds received by the collateral agent of
the Existing Notes will be paid to the collateral agent of the New
Notes to the extent of the outstanding balance of the Existing
Notes. As a result of that intercreditor agreement, the New Notes
will have priority over the Old Notes with respect to collateral
proceeds. The Exchange Offer is conditioned upon the receipt
of consents from the holders of at least 90% (such percentage, as
it may be modified or waived by the Company, the "minimum tender
condition"), pursuant to the Consent Solicitation and certain other
conditions. Holders who tender their Existing Notes in the Exchange
Offer must also, and will be deemed to, deliver their consents with
respect to such Existing Notes pursuant to the Consent
Solicitation.
Tenders of Old Notes in the Exchange Offer may be validly
withdrawn at any time prior to 5:00
p.m., New York City time,
on October 30, 2020, unless extended
(as it may be extended, the "Withdrawal Deadline"). Old Notes
(including Old Notes tendered after the Withdrawal Deadline) may
not be withdrawn from the Exchange Offer and the related Consent
Solicitation may not be revoked from the Consent Solicitation after
the Withdrawal Deadline, subject to applicable law.
Available Documents and Other Details
This press release does not constitute an offer to purchase any
securities or a solicitation of an offer to sell any securities.
The Exchange Offer is being made only pursuant to the Offering
Memorandum and only to such persons and in such jurisdictions as
was permitted under applicable law and is for informational
purposes only.
Only noteholders who complete and return an eligibility form
confirming that they are either a "qualified institutional buyer"
under Rule 144A, institutional accredited investors, as defined in
SEC Rule 501(a)(1), (2), (3) and (7), or a non-U.S. person under
Regulation S who is a "non-U.S. qualified offeree" (as defined in
the eligibility form) for purposes of applicable securities laws
are eligible to participate in the Exchange Offer and Consent
Solicitation. Non-U.S. persons may also be subject to additional
eligibility criteria. Only holders of Existing Notes who certify
that they satisfy one of the foregoing conditions are eligible to
participate in the Exchange Offer. Persons who are not eligible
holders may not receive and review the Offering Memorandum nor may
they participate in the Exchange Offer.
The complete terms and conditions of the Exchange Offer and
Consent Solicitation are set forth in the Offering Memorandum. This
press release is for informational purposes only and is neither an
offer to sell nor a solicitation of an offer to purchase the New
Notes nor a solicitation of any consents in the Consent
Solicitation. The Exchange Offer and Consent Solicitation are only
being made pursuant to the Offering Memorandum, and this press
release is qualified by reference to, the Offering Memorandum. The
Exchange Offer is not being made to holders of Existing Notes in
any jurisdiction in which the making or acceptance thereof would
not be in compliance with the securities, blue sky or other laws of
such jurisdiction.
The New Notes will not be registered under the Securities Act of
1933, as amended (the "Securities Act"), or any other applicable
securities laws and, unless so registered, the New Notes may not be
offered, sold, pledged or otherwise transferred within the United States or to or for the account of
any U.S. person, except pursuant to an exemption from the
registration requirements thereof.
Noteholders who desire to complete an eligibility form should
either visit the website for this purpose at
www.dfking.com/urbanone or request instructions by sending an
e-mail to urban1@dfking.com or calling D.F. King & Co.,
Inc., the information agent for the Exchange Offer and Consent
Solicitation, at 866-829-0135 or emailing urban1@dfking.com.
About Urban One
Urban One, Inc. (urban1.com), together with its
subsidiaries, is the largest diversified media company that
primarily targets Black Americans and urban consumers in
the United States. The Company
owns TV One, LLC (tvone.tv), a television network serving
more than 59 million households, offering a broad range of original
programming, classic series and movies designed to entertain,
inform and inspire a diverse audience of adult Black viewers. As of
June 2020, Urban One currently
owns and/or operates 61 broadcast stations (including all HD
stations, translator stations and the low power television stations
we operate) branded under the tradename "Radio One" in 14 urban
markets in the United States.
Through its controlling interest in Reach Media, Inc.
(blackamericaweb.com), the Company also operates syndicated
programming including the Rickey Smiley
Morning Show, the Russ Parr Morning
Show and the DL Hughley Show. In addition to its
radio and television broadcast assets, Urban One owns iOne
Digital (ionedigital.com), our wholly owned digital
platform serving the African-American community through social
content, news, information, and entertainment websites, including
its Cassius, Bossip, HipHopWired and MadameNoire digital platforms
and brands. We also have invested in a minority ownership interest
in MGM National Harbor, a gaming resort located in Prince George's County, Maryland. Through our
national multi-media operations, we provide advertisers with a
unique and powerful delivery mechanism to the African-American and
urban audiences.
Forward-Looking Statements
Forward-looking statements in this press release regarding the
Exchange Offer and all other statements that are not historical
facts, are made under the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements are
based on assumptions believed by the Company to be reasonable and
speak only as of the date on which such statements are made.
Without limiting the generality of the foregoing, words such as
"expect," "believe," "anticipate," "intend," "plan," "project,"
"will" or "estimate," or the negative or other variations thereof
or comparable terminology are intended to identify forward-looking
statements. Except as required by law, the Company undertakes no
obligation to update such statements to reflect events or
circumstances arising after such date and cautions investors not to
place undue reliance on any such forward-looking statements.
Forward-looking statements involve risks and uncertainties that
could cause actual results to differ materially from those
described in the statements based on a number of factors, including
but not limited to the following: the extent of the impact of the
COVID-19 global pandemic or any other epidemic, disease outbreak,
or public health emergency, including the duration, spread,
severity, and any recurrence of the COVID-19 pandemic, the duration
and scope of related government orders and restrictions, the impact
on our employees, economic, public health, and political conditions
that impact consumer confidence and spending, including the impact
of COVID-19 and other health epidemics or pandemics on the global
economy; the rapidly evolving nature of the COVID-19 pandemic and
related containment measures, including changes in unemployment
rate; the impact of political protests and curfews imposed by state
and local governments; the cost and availability of capital or
credit facility borrowings; the ability to obtain equity financing;
general market conditions; the adequacy of cash flows or available
debt resources to fund operations; and other risk factors described
from time to time in the Company's Form 10-K, Form 10-Q, and Form
8-K reports (including all amendments to those reports).
View original content to download
multimedia:http://www.prnewswire.com/news-releases/urban-one-inc-announces-exchange-offer-and-consent-solicitation-for-outstanding-7-375-senior-secured-notes-due-2022--301144773.html
SOURCE Urban One, Inc.