Urban One, Inc. Announces Commencement Of Tender Offer For 9.25% Senior Subordinated Notes Due 2020 And Entry Into New Credit Agreements
Urban One, Inc. (the “Company” or “Urban One”) (NASDAQ: UONEK and UONE), announced today the commencement of a cash tender offer (the “Tender Offer”) to purchase any and all of its outstanding 9.25% Senior Subordinated Notes due 2020 (the “Notes”).
The Company also announced today entry into a new credit agreement, which, if and when drawn, is expected to provide up to approximately $192.0 million in unsecured term loan borrowings. The unsecured term loan borrowings will be used to satisfy the Company’s obligations to repurchase Notes under the cash tender offer or to otherwise refinance, repurchase, redeem or repay the Notes. Concurrently, certain subsidiaries of the Company entered into a credit agreement, which, if and when drawn, is expected to provide up to approximately $50.0 million in term loan borrowings secured in part by those subsidiaries’ interests in MGM National Harbor. There are significant conditions precedent to the funding of borrowings under both such credit agreements.
The Tender Offer will expire at 11:59 New York City time on January 2, 2019, unless the Tender Offer is extended or earlier terminated (the “Expiration Time”). Under the terms of the Tender Offer, holders of the Notes who validly tender and do not validly withdraw their Notes prior to 5:00 p.m. New York City time on December 17, 2018 (such time and date which may be extended, the “Early Tender Time”) will receive an amount equal to $1,010.00 per $1,000.00 in principal amount of Notes validly tendered and not validly withdrawn, which amount includes an early tender premium equal to $10.00 per $1,000.00 in principal amount of the Notes validly tendered and not validly withdrawn. The aforementioned dates assume for purposes of the Tender Offer that no federal holiday will be declared on December 5, 2018 in honor of President George H.W. Bush’s funeral. In the event a federal holiday is declared then all relevant dates will be extended by one business day. Holders of the Notes who validly tender their Notes after the Early Tender Time but on or before the Expiration Time will receive an amount equal to $1,000.00 per $1,000.00 in principal amount of Notes validly tendered. Holders whose Notes are purchased in the Tender Offer will also be paid accrued and unpaid interest from the most recent interest payment date on the Notes to, but not including, the applicable settlement date.
If the Tender Offer is consummated, the Company intends to redeem any Notes that remain outstanding in accordance with the terms of the indenture governing the Notes. In connection therewith, the Company expects to issue a redemption notice in respect of any such Notes with a redemption date of February 15, 2019, at a redemption price of 100.0%.
This press release does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes or an obligation to issue a notice of redemption or to satisfy and discharge the indenture governing the Notes, nor does it constitute an offer to sell, or a solicitation of an offer to buy, any security. No offer, solicitation or sale will be made in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Tender Offer is contingent upon the satisfaction of certain conditions, including, without limitation, (i) the receipt by the Company of sufficient proceeds from one or more financing transactions or the conditions to the consummation of such financing transactions having been satisfied, or in the Company’s reasonable judgment, will be satisfied prior to the applicable settlement dates for the Tender Offer and (ii) a minimum of $203.3 million in aggregate principal amount of Notes being validly tendered and not withdrawn in the Tender Offer or such lower amount as may be determined by the Company in its sole discretion. If any of the conditions are not satisfied, the Company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes and may even terminate the Tender Offer.
The complete terms and conditions of the Tender Offer are set forth in an Offer to Purchase dated today (the “Statement”) that is being sent to holders of the Notes.
D.F. King & Co., Inc. will act as the tender agent and information agent for the Tender Offer. Requests for a copy of the Statement may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for bankers and brokers) or (800) 290-6426 (for all others) or by email at firstname.lastname@example.org.
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