URBAN ONE, INC. ANNOUNCES EXPIRATION AND FINAL RESULTS OF OFFERS AND CONSENT SOLICITATION

Rhea-AI Summary

Urban One (NASDAQ: UONE) announced the expiration and final results of its concurrent Exchange Offer, Tender Offer and Consent Solicitation, with Eligible Holders tendering approximately $476.02 million of Existing 7.375% Senior Secured Notes due 2028 (≈97.580% of outstanding).

The company offered Exchange Notes (7.625% due 2031), a Tender Offer (up to $185.0M for up to $111.0M cash) and a Subscription Offer for up to $60.6M of new 10.500% First Lien Notes due 2030; the Subscription is backstopped for ≈$56.2M by Supporting Noteholders. Settlement is expected on or around Dec 18, 2025, subject to customary conditions and refinancing consents.

Positive

• Tendered Existing Notes ≈ $476.02M (97.580%)
• Supporting Noteholders backstopping ≈ $56.2M subscription
• Proposed amendments to indenture eliminate most restrictive covenants

Negative

• New First Lien Notes carry a 10.500% coupon due 2030
• Exchange Notes increase coupon to 7.625% from 7.375%
• Tender Offer oversubscribed and will be subject to proration

Key Figures

Existing Notes tendered $476.02M (97.580%) Aggregate principal amount of 7.375% Senior Secured Notes due 2028 tendered

Tender Offer cap $185.0M Maximum aggregate principal amount of Existing Notes to be purchased

Tender Offer cash $111.0M Maximum cash consideration for Tender Offer purchases

New First Lien Notes size $60.6M Aggregate principal amount offered of 10.500% First Lien Notes due 2030

Subscribed by non-supporting holders $4.4M New First Lien Notes subscribed prior to Expiration Date

Backstopped amount $56.2M Remaining New First Lien Notes expected to be purchased by Supporting Noteholders

Exchange Notes coupon 7.625% Coupon on new Second Lien Senior Secured Notes due 2031

New First Lien coupon 10.500% Coupon on new First Lien Senior Secured Notes due 2030

Market Reality Check

$1.15 Last Close

Volume Volume 43,059 vs 20-day average 34,260 (relative volume 1.26) before this announcement. normal

Technical Shares traded below the 200-day MA of 1.48, with the last price at 1.15, also the 52-week low.

Peers on Argus 1 Up 1 Down

UONE fell 3.6% while key peer UONEK rose 3.05%. Other broadcasters showed mixed performance, including BBGI at -13.62% and XHLD at -18.07%, indicating stock-specific rather than sector-wide pressure.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Nov 14	Liability management	Positive	+10.3%	Launch of exchange, tender and subscription offers for 2028 notes.
Sep 30	Marketing study	Neutral	-0.7%	Release of Cultural ROI study on Black cultural influence and brands.
Aug 13	Q2 2025 earnings	Negative	-4.2%	Q2 revenue decline, larger operating loss and reduced EBITDA guidance.
Jul 24	Earnings call setup	Neutral	-2.2%	Announcement of timing and access details for Q2 2025 call.
Jul 24	Call correction	Neutral	-2.2%	Correction to previously announced Q2 2025 conference call date.

Pattern Detected

Recent news-driven moves have generally aligned with the underlying tone, with liability-management headlines previously coinciding with positive price reactions.

Recent Company History

Over the last six months, Urban One has moved from weak Q2 2025 results, including a 22.2% revenue decline and widened losses, toward more active balance-sheet management. The November 14, 2025 launch of the exchange, tender, and subscription offers for its 7.375% notes saw a positive 10.26% price reaction, suggesting investor focus on debt restructuring. Today’s announcement reports final participation levels and conditions for settlement, following earlier cultural and operational updates that had relatively modest price impacts.

Market Pulse Summary

This announcement details the expiration and strong take-up of Urban One’s liability-management transactions, with 97.580% of Existing Notes tendered and the $60.6M first-lien subscription fully backstopped. It follows the November 14, 2025 launch of the same offers, which previously moved the stock. Investors may focus on closing conditions for the settlement, future interest costs on the new 7.625% and 10.500% notes, and upcoming financial results to gauge long-term balance-sheet sustainability.

Key Terms

exchange offer financial

"to exchange (the "Exchange Offer") any and all of the Company's outstanding"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

tender offer financial

"to purchase (the "Tender Offer") up to $185.0 million in aggregate principal"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

subscription offer financial

"the right to subscribe to purchase (the "Subscription Offer" and, together with"

A subscription offer is a company’s proposal to sell new shares or debt securities to investors—often giving existing shareholders the first chance to buy at a set price or ratio during a limited window. It matters because choosing to participate changes how much of the company you own and can dilute other holders, while the funds raised can alter the company's growth prospects or financial health; think of it as an invitation to buy a larger or renewed slice of the company pie.

consent solicitation financial

"in the concurrent consent solicitation (the "Consents" and such solicitation, the "Consent Solicitation")"

A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.

indenture financial

"the indenture governing the Existing Notes (the "Existing Notes Indenture")"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

first lien financial

"newly issued 10.500% First Lien Senior Secured Notes due 2030"

A first lien is a legal claim that gives a lender the top priority to be repaid from specific collateral if a borrower defaults or liquidates assets. Think of it as being first in line for the proceeds from a sale—investors who hold a first lien are more likely to recover their money than holders of later claims, so these loans generally carry lower risk and different pricing compared with unsecured or subordinated debt.

rule 144a regulatory

"qualified institutional buyers in reliance on Rule 144A promulgated under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"non-U.S. persons, in transactions outside the United States, in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

SILVER SPRING, Md., Dec. 15, 2025 /PRNewswire/ -- Urban One, Inc. (NASDAQ: UONEK and UONE) (the "Company") today announced the expiration and final results of the previously announced offers: (a) to exchange (the "Exchange Offer") any and all of the Company's outstanding 7.375% Senior Secured Notes due 2028 (the "Existing Notes") held by Eligible Holders (as defined below) for newly issued 7.625% Second Lien Senior Secured Notes due 2031 (the "Exchange Notes"), to be issued by the Company, and cash, (b) to purchase (the "Tender Offer") up to $185.0 million in aggregate principal amount of the Existing Notes for up to $111.0 million in cash and (c) the right to subscribe to purchase (the "Subscription Offer" and, together with the Exchange Offer and the Tender Offer, collectively, the "Offers") up to $60.6 million in aggregate principal amount of newly issued 10.500% First Lien Senior Secured Notes due 2030 (the "New First Lien Notes" and, together with the Exchange Notes, the "New Notes").

As of 5:00 P.M., New York City time, on December 15, 2025 (the "Expiration Date"), the Company received from Eligible Holders valid and unwithdrawn tenders and related Consents (as defined below), as reported by D.F. King & Co., Inc. (the "Exchange Agent"), representing approximately $476.02 million in aggregate principal amount of Existing Notes, or approximately 97.580% of the aggregate principal amount of Existing Notes outstanding.

Eligible Holders electing to participate in: (a) only the Exchange Offer are referred to herein as "Exchange Offer Only Participants," (b) the Exchange Offer and the Tender Offer are referred to herein as "Exchange Offer and Tender Offer Participants," (c) the Exchange Offer, the Tender Offer and the Subscription Offer are referred to herein as "Exchange Offer, Tender Offer and Subscription Offer Participants," and (d) the Exchange Offer and the Subscription Offer are referred to herein as "Exchange Offer and Subscription Offer Participants." The Exchange Offer and Tender Offer Participants and the Exchange Offer, Tender Offer and Subscription Offer Participants are collectively referred to herein as the "Tender Offer Participants."

As of the Expiration Date, $498,000 in aggregate principal amount of Existing Notes were tendered by Exchange Offer Only Participants and Exchange Offer and Subscription Offer Participants to receive the Exchange Consideration and approximately $475.52 million in aggregate principal amount of Existing Notes were tendered by Exchange Offer and Tender Offer Participants and Exchange Offer, Tender Offer and Subscription Offer Participants to receive the Tender Consideration. Because Existing Notes in a principal amount greater than $185.0 million were tendered into the Tender Offer, the Tender Offer was oversubscribed, and Existing Notes accepted in the Tender Offer will be subject to proration, as described below. As a result, the TSA Minimum Participation Condition (as defined in the Exchange Offering Memorandum) was waived. 

Prior to the Expiration Date, Eligible Holders (other than the Supporting Noteholders (as defined below)) subscribed to purchase approximately $4.4 million in aggregate principal amount of New First Lien Notes. As previously announced, pursuant to a Transaction Support Agreement, dated as of November 14, 2025, by and among the Company and certain holders (the "Supporting Noteholders") of Existing Notes, the Supporting Noteholders have agreed to backstop the full Subscription Offer and are expected to purchase the remaining approximately $56.2 million in aggregate principal amount of New First Lien Notes.

In addition, as of the Early Tender Date, the Company had received the requisite number of consents (the "Consents") in the concurrent consent solicitation (the "Consents" and such solicitation, the "Consent Solicitation") from Eligible Holders of the Existing Notes to adopt certain proposed amendments to the indenture governing the Existing Notes (the "Existing Notes Indenture") to eliminate substantially all of the restrictive covenants and certain of the default provisions, modify covenants regarding mergers and consolidations and modify or eliminate certain other provisions, including removing the requirement that the Company make an offer to repurchase the Existing Notes if the Company experiences certain change of control transactions, releasing the guarantees provided by the guarantors of the Existing Notes, and eliminating any requirement to provide guarantees in the future with respect to the Existing Notes, releasing the liens on all of the collateral securing the Existing Notes and eliminating any requirement to provide collateral in the future with respect to the Existing Notes (collectively, the "Proposed Amendments"). On December 3, 2025, the Company entered into a supplemental indenture with the trustee and the collateral agent for the Existing Notes and the guarantors party thereto to reflect the Proposed Amendments, but the Proposed Amendments will become operative only upon, and subject to, the consummation of the Exchange Offer and Tender Offer on the Settlement Date (as defined below).

The consummation of the Offers and the Consent Solicitation on the Settlement Date is subject to, and conditioned upon, the satisfaction or, if permitted, waiver by the Company of certain conditions, including the Supporting Noteholders' performance of their obligations under the Transaction Support Agreement, the Company's substantially concurrent refinancing of its existing asset-based lending facility (or, in lieu thereof, the receipt of consent from the required lenders thereunder to the consummation of the Offers) and the General Conditions (as defined in the Offering Memorandum). The Settlement Date is expected to be on or around December 18, 2025. Subject to applicable law, the Company may amend, extend, terminate or withdraw any of the Offers and/or Consent Solicitation without amending, extending, terminating or withdrawing any of the others, at any time and for any reason, including if any of the conditions set forth under "Conditions to the Offers and Consent Solicitation" in the Offering Memorandum with respect to the Offers are not satisfied as determined by the Company in its sole discretion.

The offering of the New Notes has not been registered with the Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the "Securities Act"), or any state or foreign securities laws. The Offers and Consent Solicitation will only be made, and the New Notes are only being offered and issued, to holders of Existing Notes that are (a) reasonably believed to be qualified institutional buyers in reliance on Rule 144A promulgated under the Securities Act or (b) non-U.S. persons, in transactions outside the United States, in reliance on Regulation S under the Securities Act (such holders, the "Eligible Holders"). Copies of all the documents relating to the Offers and Consent Solicitation may be obtained from the Exchange and Information Agent (as defined below), subject to confirmation of eligibility through online procedures established by the Exchange and Information Agent, available at: www. dfking.com/UONE.

Moelis & Company LLC has been appointed as financial advisor, investment banker, and the dealer manager and solicitation agent (the "Dealer Manager and Solicitation Agent") and D.F. King & Co., Inc. has been appointed as the exchange and information agent (the "Exchange and Information Agent"), respectively, for the Offers and Consent Solicitation. Questions concerning the Offers and the Consent Solicitation may be directed to the Dealer Manager and Solicitation Agent, in accordance with the contact details shown on the back cover of the Offering Memorandum.

No Offer or Solicitation

This press release is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Offers and Consent Solicitation, or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In particular, this press release is not an offer of securities for sale into the United States. The New Notes to be offered in the Offers have not been registered under the Securities Act or any state securities laws, and unless so registered, New Notes may not be offered or sold in the United States or to any U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

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 35 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 September 30, 2025, the Company owned and/or operated 74 independently formatted, revenue producing broadcast stations (including 57 FM or AM stations, 15 HD stations, and the 2 low power television stations the Company operates), located in 13 of the most populous African-American 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, 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. Through our national multi-media operations, we provide advertisers with a unique and powerful delivery mechanism to the African American and urban audiences.

Cautionary Note Regarding Forward-Looking Statements

Certain statements made in this press release may be deemed "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including any statements regarding the consummation of the Offers and Consent Solicitation. Any statements that are not statements of historical fact should be considered forward-looking statements. In many cases, forward-looking statements can generally be identified by the use of forward-looking terminology such as "may," "plan," "predict," "expect," "estimate," "intend," "would," "will," "could," "should," "anticipate," "believe," "project" or "continue" or the negative thereof or other similar expressions. The forward-looking statements contained in this press release reflect our views as of the date of this press release and are based on our expectations and beliefs concerning future events, as well as currently available data as of the date of this press release. While we believe there is a reasonable basis for our forward-looking statements, they involve a number of risks, uncertainties, assumptions and changes in circumstances that may cause actual results, performance or achievements to differ significantly from those expressed or implied in any forward-looking statement, including, but not limited to, the adverse impact of failing to consummate the Offers and the Consent Solicitation and other risk factors described from time to time in the Company's filings with the SEC. Therefore, these statements are not guarantees of future events, results, performance or achievements, and you should not rely on them. All forward-looking statements included in this press release are based on information available to the Company as of the date on which such statements were made, and the Company assumes no obligation to update or revise any forward-looking statements to reflect events or circumstances that occur after such statements are made, except as required by law.

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SOURCE Urban One, Inc.

FAQ

What did Urban One (UONE) report on Dec 16, 2025 about its offers?

Urban One reported Eligible Holders tendered ≈$476.02M (97.580%) of Existing Notes and finalized offer results.

When is the Settlement Date for Urban One's Exchange, Tender, and Subscription Offers (UONE)?

The Settlement Date is expected on or around December 18, 2025, subject to conditions and consents.

What new securities did Urban One (UONE) offer and their coupons?

Exchange Notes: 7.625% second lien due 2031; New First Lien Notes: 10.500% due 2030.

How large was Urban One's Tender Offer and was it filled (UONE)?

The Tender Offer was for up to $185.0M principal (for up to $111.0M cash) and it was oversubscribed, triggering proration.

Who is backing Urban One's Subscription Offer for new first lien notes (UONE)?

Supporting Noteholders agreed to backstop the subscription and are expected to purchase ≈$56.2M of New First Lien Notes.