WASHINGTON, Oct. 19, 2020 /PRNewswire/ -- Urban One, Inc.
("Urban One" or the "Company") (NASDAQ: UONEK and UONE) today
announced that eligible holders of its 7.375% Senior Secured Notes
due 2022 (CUSIP No. 75040PAS7 and U74935AF1, ISINs US75040PAS74 and
USU74935AF19) (the "Existing Notes") had validly tendered (and not
validly withdrawn) $347.0 million
aggregate principal amount, representing 99.15% of the outstanding
principal amount, of the Existing Notes. The results are based on
(i) early tenders in the private offer to exchange (the "Exchange
Offer") any and all Existing Notes held by eligible holders for new
8.75% Senior Secured Notes due 2022 to be issued by the Company
(the "New Notes") and (ii) early delivery of consents in the
related consent solicitations (each, a "Consent Solicitation" and
together with the Exchange Offer, the "Exchange Offer and Consent
Solicitation") to adopt certain proposed amendments to the
indenture governing the Existing Notes (the "Existing Notes
Indenture"), that would eliminate substantially all of the
restrictive covenants and certain of the default provisions
contained in the Existing Notes Indenture, and to enter into a new
intercreditor agreement among the Company, the trustee for the New
Notes, the trustee for the Existing Notes, the collateral agent for
the New Notes and the collateral agent for the Existing Notes
(collectively, the "Proposed Amendments").
![(PRNewsfoto/Urban One, Inc.) (PRNewsfoto/Urban One, Inc.)](https://mma.prnewswire.com/media/509218/Urban_One_Logo.jpg)
The Proposed Amendments will become operative only upon the
execution of the supplemental indenture to the Existing Notes
Indenture and settlement of the Exchange Offer and Consent
Solicitation. The settlement date is expected to occur on
November 3, 2020 (the "Settlement
Date"), which is promptly after the Expiration Date (as defined
below).
As of 5:00 p.m., New York City time, on October 16, 2020 (the "Early Tender Date"), the
principal amounts of Existing Notes set forth in the table below
were validly tendered and not validly withdrawn (and consents
thereby validly given and not validly revoked). For each
$1,000 principal amount of Existing
Notes validly tendered (and not validly withdrawn) at or prior to
the Early Tender Date, eligible holders will be eligible to receive
an early participation payment of $10.00 in cash (the "Early Tender Payment"). For
each $1,000 principal amount of
Existing Notes validly tendered and not validly withdrawn after the
Early Tender Date, eligible holders will be eligible to receive a
participation payment of $5.00 in
cash (the "Late Tender Payment").The Early Tender Payment will be
paid on the Settlement Date for the Exchange Offer to the
noteholder of record on the Early Tender Date, even if such
noteholder is no longer the noteholder of record of such Existing
Notes on the Settlement Date. In addition, for each $1,000 principal amount of Existing Notes validly
tendered and not validly withdrawn prior to the Expiration Date,
eligible holders will be eligible to receive $1,000 principal amount of the New Notes (the
"Exchange Consideration"). The total consideration consists of (a)
the Exchange Consideration plus (b) the Early Tender Payment or the
Late Tender Payment, as applicable, (collectively, the "Total
Consideration"). 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.
After the Early Tender Date, tendered Existing Notes may be
withdrawn. However, to be eligible to receive the Early Tender
Payment component of the Total Consideration, such tendered
Existing Notes must not be withdrawn. Any holder who withdraws
Existing Notes and subsequently tenders (and does not validly
withdraw) such Existing Notes at or prior to the Expiration Date
would be entitled to the Late Tender Payment and Exchange
Consideration components of the Total Consideration only.
Existing Notes
Tendered at Early Tender Date
|
|
|
|
|
|
|
Title of Series
of
Notes
|
|
CUSIP /
ISIN No.
|
|
Issuer
|
|
Principal
Amount
Outstanding
|
|
Principal
Amount
|
|
Percentage
|
7.375% Senior
Notes due 2022
|
|
75040P
AS7/US75040PAS
74
U74935
AF1/USU74935A
F19
|
|
Urban One,
Inc.
|
|
$350,000,000
|
|
$347,016,000
|
|
99.15%
|
The Exchange Offer and Consent Solicitation is being made
pursuant to the terms and subject to the conditions set forth in
the confidential offering memorandum and consent solicitation
statement, dated October 2, 2020 (the
"Offering Memorandum"), and is conditioned among other things, upon
the receipt of Consents from eligible holders representing at least
90% of the outstanding aggregate principal amount of Existing Notes
and the satisfaction or waiver of other conditions set forth in the
Offering Memorandum.
The Exchange Offer and Consent Solicitation will expire at
11:59 p.m., New York City
time, on October 30, 2020 (as the
same may be extended, the "Expiration Date"), unless terminated.
The Expiration Date may be extended one or more times.
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 866-530-8623 or toll at (212) 269-5550.
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 Consent Solicitation 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).
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SOURCE Urban One, Inc.