WASHINGTON, Nov. 2, 2020 /PRNewswire/ -- Urban One, Inc.
("Urban One" or the "Company") (NASDAQ: UONEK and UONE) announced
today the final results of its offer to exchange (the "Exchange
Offer") any and all of its outstanding 7.375% Senior Secured Notes
due 2022 (the "Existing Notes") for new notes to be issued by the
Company (the "New Notes") and the related consent solicitations
(the "Consent Solicitation" and together with the Exchange Offer,
the "Exchange Offer and Consent Solicitation") to adopt
certain amendments (the "Proposed Amendments") to the indenture
(the "Existing Notes Indenture") governing the Existing Notes 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. The Exchange Offer and
Consent Solicitation expired at 11:59
p.m., New York City time,
on October 30, 2020 (the "Expiration
Date").
![(PRNewsfoto/Urban One, Inc.) (PRNewsfoto/Urban One, Inc.)](https://mma.prnewswire.com/media/509218/Urban_One_Logo.jpg)
On the Expiration Date, requisite consents were received and a
supplemental indenture was executed to effect the Proposed
Amendments. The supplemental indenture and the new intercreditor
agreement will become operative upon settlement of the Exchange
Offer, which is expected to occur on November 3, 2020 (the "Settlement Date").
The Exchange Offer and Consent Solicitation was made pursuant to
the terms and subject to the conditions set forth in the
confidential offering memorandum and consent solicitation statement
(the "Offering Memorandum"), dated October
2, 2020, as amended by the press release dated October 16, 2020 (collectively, the "Offering
Documents"), and were conditioned upon, among other things, 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. As of the Expiration Date, all conditions to
the Exchange Offer and Consent Solicitation were satisfied.
As of the Expiration Date, an aggregate of $347,016,000 principal amount of Existing Notes
had been validly tendered and not validly withdrawn as set forth in
the table below:
Existing Notes
Tendered at Expiration Date
|
|
|
Title of
Series
of Notes
|
CUSIP/
ISIN No.
|
Issuer
|
Principal
Amount
Outstanding
|
Principal
Amount
|
Percentage
|
7.375% Senior
Notes due 2022
|
75040P
AS7/US75040PAS74
|
Urban
One, Inc.
|
$350,000,000
|
$347,016,000
|
99.15%
|
|
|
|
|
|
|
|
U74935
AF1/USU74935AF19
|
|
|
|
|
For each $1,000 principal amount
of Existing Notes validly tendered (and not validly withdrawn) at
or prior to the October 16, 2020 (the
"Early Tender Date"), eligible holders are 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 are eligible to receive a participation payment of
$5.00 in cash (the "Late Tender
Payment"). The Early Tender Payment and Late Tender Payment will be
paid on the Settlement Date for the Exchange Offer to the
noteholder of record on the Early Tender Date or Late Tender
Payment, as applicable, 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 are
eligible to receive $1,000 principal
amount of the New Notes (the "Exchange Consideration") on the
Settlement Date. 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 tendered (and did 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 have
been withdrawn. Any holder who withdrew Existing Notes and
subsequently re-tendered (and did not validly withdraw) such
Existing Notes at or prior to the Expiration Date is entitled to
the Late Tender Payment and Exchange Consideration components of
the Total Consideration only.
Available Documents and Other Details
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 Exchange Offer and
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 was 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.
Only noteholders who completed and returned an eligibility form
confirming that they were 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
were eligible to participate in the Exchange Offer and Consent
Solicitation. Non-U.S. persons also may have been subject to
additional eligibility criteria. Only holders of Existing Notes who
certified that they satisfied one of the foregoing conditions were
eligible to participate in the Exchange Offer. Persons who were not
eligible holders may not receive and review the Offering Memorandum
nor may they participate in the Exchange Offer.
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.
The Exchange and Information Agent for the Exchange Offer and
Consent Solicitation is D.F. King & Co., Inc. and can be
contacted by sending an e-mail to urban1@dfking.com or calling
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
October 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.