Urban One, Inc.Announces Pricing for $ 825.0 Million Senior Secured Note Offering



WASHINGTON, January 8, 2021 / PRNewswire / – Urban One, Inc. (“Urban One” or the “Company”) (NASDAQ: UONEK and UONE) announced today that it has priced an offering of $ 825.0 million the aggregate principal amount of its 7.375% Senior Secured Notes due 2028 (the “Notes”) to persons reasonably suspected of being Qualified Institutional Purchasers pursuant to Rule 144A of the Securities Act of 1933, as amended (the “Securities Act”), and to persons outside United States in accordance with Regulation S under the Securities Act. The Notes will bear interest semi-annually at a rate equal to 7.375% per annum and have been offered at face value.

The Notes will constitute general senior secured obligations of the Company and will be secured on a senior basis secured by certain of the direct and indirect restricted subsidiaries of the Company. The offer is expected to close on or around 25 January 2021, subject to customary closing conditions.

The Company intends to use the net proceeds of the offering, together with cash on hand, to repay or redeem (1) the loans outstanding under this credit agreement, dated April 18, 2017, by and among the Company, various lenders party thereto, Guggenheim Securities Credit Partners, LLC, as administrative agent, and The Bank of New York Mellon, as guarantee agent, (2) the secured notes ranking at 8.750% of the Company due December 2022, (3) the Company’s 7.375% senior secured notes due 2022, (4) loans outstanding under this credit agreement, as of December 4, 2018, by and among the Company, the various lenders party to it, Wilmington Trust, National Association, as administrative agent and TCG Senior Funding LLC, as principal arranger and sole bookrunner, and (5) loans outstanding under this credit agreement, as of the date of December 4, 2018, by and among Urban One Entertainment SPV, LLC, Radio One Entertainment Holdings, LLC, the various lender parties, Wilmington Trust, National Association, as administrative agent and guarantee agent, and TCG Senior Funding LLC, as principal arranger and sole bookrunner, and to pay the premium, related fees and expenses. Upon closing of the Offer, these credit facilities will be terminated and the contracts governing the 7.375% Senior Secured Notes due 2022 and the 8.750% Senior Secured Notes due. December 2022 will be satisfied and discharged.

The Notes and related collateral will not be registered under the Securities Act or any state securities law and, unless so registered, may not be offered or sold in any form. United States except as an exemption from the registration requirements of the Securities Act and applicable state securities laws.

This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy the aforementioned securities, and there will be no sale of securities in any jurisdiction in which such offering, solicitation or sale is illegal. .

About Urban One

Urban One, Inc. (urban1.com), along with its subsidiaries, is the largest diversified media company primarily targeting black Americans and urban consumers in United States. The Company owns TV One, LLC (tvone.tv), a television network serving more than 59 million households, offering a wide range of original programming, classic series and films designed to entertain, inform and inspire a diverse audience of adult black viewers. From January 2021, Urban currently owns and / or operates 68 broadcast stations (including all HD stations, translation stations and low-power television stations that we operate) under the “Radio One” brand in 13 urban markets of United States. Through its majority stake in Reach Media, Inc. (blackamericaweb.com), the Company also operates subscribed programming, including the Rickey Smiley Morning Show, the Russ Parr Morning Show and the DL Hughley show. In addition to its radio and television broadcasting assets, Urban One owns digital iOne (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 digital platforms and brands and MadameNoire. We also invested in a minority stake in MGM National Harbor, a gaming complex located in Prince George County, Maryland. Through our national multimedia operations, we provide advertisers with a unique and powerful delivery mechanism to African American and urban audiences.

Forward-looking statements

The forward-looking statements in this Form 8-K regarding the offering of Notes, and all other statements that are not historical fact, are made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are based on assumptions considered 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”, “plan”, “” or “estimate” or their negative or other variations or comparable terminology are intended to identify forward-looking statements. Except as required by law, the Company does not undertake to update these statements to reflect events or circumstances occurring after this date and cautions investors not to place undue reliance on these 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 global COVID-19 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 affecting the world economy; the rapidly evolving nature of the COVID-19 pandemic and associated containment measures, including changes in the unemployment rate; the impact of political protests and curfews imposed by state and local governments; the cost and availability of principal or credit facility borrowings; the ability to obtain equity financing; general market conditions; the adequacy of cash flow or borrowing resources available to finance operations; and other risk factors described from time to time in the Company’s reports on Forms 10-K, 10-Q and 8-K (including any changes made to such reports).

SOURCE Urban One, Inc.

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