Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Director Appointment OnJanuary 4, 2021 , the board of directors of theUrban One, Inc. (the "Company") appointedB. Doyle Mitchell , Jr. to the Board.Mr. Mitchell will serve as a ClassB Director until the Company's 2021 Annual Meeting of Stockholders and until his successor is duly elected and qualified, effective immediately.Mr. Mitchell , age 57, is President and CEO ofIndustrial Bank, N.A. , headquartered inWashington, DC . He was elected to the board of directors ofIndustrial Bank, N.A. in 1990 and has been President since 1993.Mr. Mitchell previously served onUrban One's Board from 2008 to 2011 and he currently serves on several boards including the board of theNational Bankers Association , which represents the nation's minority banks.Mr. Mitchell served two consecutive terms as Chairman of the NBA board and continues to serve as Treasurer.Mr. Mitchell also serves on theIndependent Community Bankers of America Legislative Issues Committee and he is a former member of theICBA Safety and Soundness Committee . There are no arrangements or understandings betweenMr. Mitchell and any other persons pursuant to which he was elected as a director of the Company. There are no family relationships betweenMr. Mitchell and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Item 8.01. Other Events Notes OfferingUrban One, Inc. ("Urban One" or the "Company") today announced that it has launched an offering of$825 million in aggregate principal amount of senior secured notes due 2028 (the "Notes") in a private offering that is exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The Notes will be general senior secured obligations of the Company and will be guaranteed on a senior secured basis by certain of the Company's direct and indirect restricted subsidiaries. The Company intends to use the net proceeds from the offering, together with cash on hand, to repay or redeem (1) the loans outstanding under that certain Credit Agreement, dated as ofApril 18, 2017 , by and among the Company, various lenders party thereto,Guggenheim Securities Credit Partners, LLC , as administrative agent, andThe Bank of New York Mellon , as collateral agent, (2) the Company's 8.750% Senior Secured Notes dueDecember 2022 , (3) the Company's 7.375% Senior Secured Notes due 2022, (4) loans outstanding under that certain Credit Agreement, dated as ofDecember 4, 2018 , by and among the Company, the various lenders party thereto,Wilmington Trust, National Association , as administrative agent andTCG Senior Funding L.L.C. , as sole lead arranger and bookrunner, and (5) the loans outstanding under that certain Credit Agreement, dated as ofDecember 4, 2018 , by and amongUrban One Entertainment SPV, LLC ,Radio One Entertainment Holdings, LLC , the various lenders party thereto,Wilmington Trust, National Association , as administrative agent and collateral agent, andTCG Senior Funding L.L.C. , as sole lead arranger and bookrunner, and to pay the premium, fees and expenses related thereto. Upon completion of the offering these credit facilities will be terminated and the indentures governing the 7.375% Senior Secured Notes due 2022 and the 8.750% Senior Secured Notes dueDecember 2022 will be satisfied and discharged. The notes will be offered and sold only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act and in offshore transactions in reliance on Regulation S under the Securities Act. A copy of the press release announcing the senior secured notes offering is filed hereto as Exhibit 99.1 and is incorporated herein by reference. The Notes and related guarantees will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold inthe United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. This Current Report on Form 8-K is neither an offer to sell nor a solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Preliminary Estimated Unaudited Results for Three Months and Year Ended
Our preliminary estimated unaudited financial results for the three months and
year ended
These estimates should not be viewed as a substitute for full financial
statements prepared in accordance with GAAP. In addition, these preliminary
estimates for the three months and year ended
For the three months ended
We expect our radio segment revenue for the three months ended
At this time, we are unable to provide a reconciliation for our Consolidated Adjusted EBITDA to Net income (loss) attributable to common stockholders (the most comparable GAAP measure) because a number of the underlying amounts cannot be determined. In particular, we have not yet finalized our annual impairment analysis with respect to our intangible assets, which could result in changes to the amount of impairment of long-lived assets (which is added back in the calculation of Adjusted EBITDA).
Assuming Consolidated Adjusted EBITDA of
As of
We have sufficient liquidity with between approximately
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In connection with the Refinancing Transactions, we are asking that the lenders to our ABL Facility consent to the terms of the ABL Intercreditor Agreement and the issuance of the Notes, however to the extent the ABL Facility lenders do not consent and we cannot otherwise find a replacement for the ABL Facility, we expect to terminate the ABL Facility in connection with the offering of the Notes. Upon such termination we would not have an immediate ability to access revolving credit. If we terminate the ABL Facility, concurrently with this offering we, together with certain of our subsidiaries, may enter into a new senior secured asset-based revolving credit facility, providing for borrowings of up to a yet to be determined amount subject to compliance with a "borrowing base" (any such asset-based revolving credit facility, a "New ABL Facility"). There can be no assurance that we will be able to negotiate a definitive agreement for any New ABL Facility and satisfy all of the closing conditions or that we will be able to close a New ABL Facility on commercially reasonable terms or at all. We intend to use any New ABL Facility to finance our and our subsidiaries' working capital needs and other general corporate purposes. The completion of this offering of the Notes is not conditioned on our entering into a New ABL Facility. If we do not have access to an asset-based revolving credit facility, it may have a material adverse effect on our ability to manage our working capital, financial condition and operating results. See "Risk Factors-Our sources of liquidity may be limited."
We have provided a range for our financial data described above because our
financial closing procedures for our fiscal quarter and our fiscal year ended
We expect to complete our financial closing procedures for our fiscal quarter
and our fiscal year ended
Forward- Looking Statements
Forward-looking statements in this Form 8-K regarding the Exchange Offer 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 . . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description Press Release Announcing Launch of$825 Million Senior Secured Notes 99.1 Offering byUrban One, Inc. , datedJanuary 7, 2021 . Press Release,Urban One, Inc. Reports Preliminary Estimated Fourth 99.2 Quarter 2020 Results
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