Urban One Announces $825 Million Senior Secured Notes Offering
Urban One, Inc. (“Urban One” or the “Company”) (NASDAQ: UONEK and UONE) has launched a private offering of $825 million in senior secured notes due 2028 (the “Notes”). This offering is exempt from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). The Notes will be initially guaranteed by certain direct and indirect restricted subsidiaries of the Company on a senior secured basis. Additionally, the Notes will be secured by collateral, with first-priority security provided by the notes priority collateral, and second-priority security granted by collateral associated with the Company’s asset-based loan facility.
Structure and Security of the Notes
The Notes represent general senior secured obligations of Urban One. These obligations will be backed by guarantees from the Company’s restricted subsidiaries. The Notes will have a secured position subject to the aforementioned collateral arrangements. The offering of the Notes has been structured to comply with the registration exemptions provided under the Securities Act.
Use of Proceeds
The net proceeds from this offering, together with available cash on hand, will be used by Urban One to repay or redeem various outstanding debts. These include loans under a credit agreement dated April 18, 2017, and the Company’s outstanding 8.750% Senior Secured Notes due December 2022. Additionally, proceeds will be used to repay the 7.375% Senior Secured Notes due 2022, and loans under the December 4, 2018, Credit Agreements related to Urban One Entertainment SPV, LLC and Radio One Entertainment Holdings, LLC. The funds will also be allocated to cover premiums, fees, and other expenses related to these transactions.
Termination of Credit Facilities
Upon completion of the offering, Urban One intends to terminate the existing credit facilities. The indentures governing the 7.375% Senior Secured Notes due 2022 and the 8.750% Senior Secured Notes due December 2022 will be satisfied and discharged. This will mark the finalization of Urban One’s debt restructuring through this offering.
Investor Qualification and Registration
The Notes and related guarantees will be offered and sold exclusively to qualified institutional buyers under Rule 144A of the Securities Act. Additionally, the offering will include offshore transactions in reliance on Regulation S under the Securities Act. The Notes and their guarantees will not be registered under the Securities Act or state securities laws, and as such, they may not be offered or sold in the United States unless pursuant to an exemption from these registration requirements.
Important Notices
This announcement serves informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. Additionally, no sale of securities will occur in any jurisdiction where such an offer or sale would be unlawful. Investors are advised that this offering is subject to specific regulatory exemptions and conditions.
