Core Viewpoint - Urban One, Inc. has announced a reverse stock split of its common stock at a ratio of 10 for 1 to comply with Nasdaq's minimum bid price requirement for its Class D Common Stock [1][2]. Group 1: Reverse Stock Split Details - The reverse stock split will take effect at 11:59 p.m. on January 22, 2026, with trading on a split-adjusted basis starting on January 23, 2026 [3]. - Every 10 shares of Class A and Class D Common Stock will be converted into one share of the respective class [4]. - No fractional shares will be issued; instead, stockholders will receive cash equivalent to the closing sales price on the Effective Date for any fractional shares [5]. Group 2: Impact on Shareholders - The reverse stock split will be applied uniformly across all classes of common stock, ensuring that stockholders' percentage of ownership and voting power remains unchanged, aside from minor adjustments due to fractional shares [6]. - The reverse stock split will not affect the company's underlying business operations or total stockholders' equity [6]. Group 3: Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the U.S., owning TV One and operating 74 broadcast stations across major African-American markets [7]. - The company also has a controlling interest in Reach Media, Inc., providing syndicated programming, and owns iOne Digital, a platform serving the African American community through various digital brands [7].

Core Viewpoint - Urban One, Inc. has announced the expiration and final results of its offers to exchange and purchase existing senior secured notes, indicating strong participation from eligible holders and a strategic move to refinance its debt obligations [1][2]. Offer Details - The company offered to exchange its outstanding 7.375% Senior Secured Notes due 2028 for newly issued 7.625% Second Lien Senior Secured Notes due 2031 and cash [1]. - The tender offer aimed to purchase up to $185 million of the existing notes for up to $111 million in cash [1]. - Additionally, the company provided a subscription offer for up to $60.6 million in newly issued 10.500% First Lien Senior Secured Notes due 2030 [1]. Participation and Results - As of the expiration date, the company received valid tenders representing approximately $476.02 million, or about 97.580% of the existing notes outstanding [2]. - The tender offer was oversubscribed, with $475.52 million tendered by participants, leading to proration of accepted notes [3]. Supporting Noteholders - Prior to the expiration date, eligible holders subscribed to purchase approximately $4.4 million of the new first lien notes, with supporting noteholders expected to backstop the remaining $56.2 million [4]. Consent Solicitation - The company received the requisite consents from eligible holders to adopt proposed amendments to the existing notes indenture, which include eliminating restrictive covenants and modifying default provisions [5]. Conditions and Settlement - The consummation of the offers and consent solicitation is subject to certain conditions, including the performance of supporting noteholders under the transaction support agreement [6][7]. - The settlement date is expected around December 18, 2025 [7]. Company Overview - Urban One, Inc. is the largest diversified media company targeting Black Americans and urban consumers in the U.S., owning various media assets including TV One and multiple radio stations [11].

Core Viewpoint - Urban One, Inc. has initiated offers to exchange and purchase its outstanding 7.375% Senior Secured Notes due 2028, with significant participation from Eligible Holders, indicating strong interest in the restructuring of its debt obligations [1][2]. Group 1: Offers Overview - The company announced three main offers: an Exchange Offer for existing notes, a Tender Offer to purchase up to $185 million of existing notes for cash, and a Subscription Offer for newly issued notes [1]. - The Exchange Offer involves exchanging existing notes for newly issued 7.625% Second Lien Senior Secured Notes due 2031 and cash [1]. - The Subscription Offer allows Eligible Holders to purchase up to $60.6 million in newly issued 10.500% First Lien Senior Secured Notes due 2030 [1]. Group 2: Participation and Tender Results - As of the Early Tender Date, approximately $450 million in existing notes, or about 92.2% of the total outstanding, were tendered by Eligible Holders [2]. - The Tender Offer was oversubscribed, with more existing notes tendered than the $185 million cap, leading to proration for accepted notes [3][13]. - Eligible Holders who participated in the Exchange Offer and Tender Offer received specific cash and exchange considerations based on their participation type [9][12]. Group 3: Consent Solicitation and Amendments - The company received the necessary consents from Eligible Holders to adopt proposed amendments to the indenture governing the existing notes, which include eliminating restrictive covenants and modifying default provisions [5]. - The proposed amendments will take effect only upon the successful completion of the Exchange Offer and Tender Offer [6]. Group 4: Key Dates and Conditions - The Offers and Consent Solicitation will expire on December 15, 2025, unless extended or terminated earlier [8]. - Eligible Holders must tender all existing notes they hold to participate in the Offers, and partial tenders will not be accepted [8]. - The consummation of the Offers is subject to certain conditions, including the performance of obligations by Supporting Noteholders [15].

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - Xcel Brands, Inc. (XELB) increased by 48% to $2.57 [3] - Astrotech Corporation (ASTC) rose by 21% to $5.85 [3] - Rumble Inc. (RUM) saw a 13% increase to $8.36 [3] - ClearPoint Neuro, Inc. (CLPT) gained 9% reaching $27.38 [3] - USA Rare Earth, Inc. (USAR) also increased by 9% to $24.92 [3] - Q/C Technologies, Inc. (QCLS) rose by 8% to $5.51 [3] - Lazydays Holdings, Inc. (GORV) increased by 8% to $2.61 [3] - K Wave Media Ltd. (KWM) saw a 7% rise to $2.78 [3] - Galectin Therapeutics Inc. (GALT) increased by 6% to $4.53 [3] - Wrap Technologies, Inc. (WRAP) rose by 6% to $2.86 [3] Premarket Losers - Black Titan Corporation Ordinary Shares (BTTC) decreased by 29% to $16.80 [4] - Masonglory Limited (MSGY) fell by 14% to $2.54 [4] - Aspire Biopharma Holdings, Inc. (ASBP) declined by 12% to $0.37 [4] - Urban One, Inc. (UONE) saw an 11% drop to $1.15 [4] - Reitar Logtech Holdings Limited (RITR) decreased by 7% to $2.74 [4] - Iveda Solutions, Inc. (IVDA) fell by 7% to $1.88 [4] - Erayak Power Solution Group Inc. (RAYA) decreased by 6% to $4.93 [4] - Megan Holdings Limited (MGN) saw a 6% drop to $3.32 [4] - Werewolf Therapeutics, Inc. (HOWL) declined by 5% to $1.81 [4] - SOS Limited (SOS) decreased by 4% to $2.04 [4]

Financial Data and Key Metrics Changes - The company reported adjusted EBITDA of $103.5 million for Q4 2024, which was in the middle of its guidance range [6][10] - Consolidated net revenues decreased by 2.7% year-over-year to approximately $117.1 million [12] - The net loss for Q4 was approximately $35.7 million, or $0.78 per share, compared to a net loss of $11 million, or $0.23 per share, for the same quarter in 2023 [25] Business Line Data and Key Metrics Changes - Radio Broadcast segment net revenue was $47.7 million, an increase of 14.5% year-over-year, but down 5.1% when excluding political advertising [12][13] - Reach Media segment net revenue was $9.6 million, down 10.7% from the prior year [14] - Digital segment net revenue decreased by 3.1% to $20.5 million, with political advertising contributing $2.4 million [15] - Cable Television segment revenue was approximately $39.8 million, a decrease of 15.9%, with advertising revenue down 21.4% [16][17] Market Data and Key Metrics Changes - Local ad sales were up 0.1% against a market decline of 5.2%, while national ad sales increased by 35.4% against a market increase of 28.4% [13] - Cable subscribers for TV One decreased to 37.2 million from 39.1 million at the end of Q3 [19] Company Strategy and Development Direction - The company is focusing on cost containment and debt reduction, with a guidance of $75 million for adjusted EBITDA in 2025, down from $103.5 million in 2024 [10][11] - Management indicated a strong liquidity position with approximately $137 million in cash on hand [9] - The company is exploring M&A opportunities while prioritizing debt reduction [59] Management's Comments on Operating Environment and Future Outlook - Management noted broad softness in advertising demand, particularly in the radio business, with negative pacing across local, national, and network radio [36] - There is optimism for improvement in radio business pacing, which is expected to stabilize in Q2 [8][40] - Management expressed belief in further consolidation within the radio sector due to deregulation [45][46] Other Important Information - The company recorded $24.2 million in noncash impairment charges in Q4, primarily related to the TV One brand name and goodwill [24] - The company repurchased $15.4 million of its 2028 notes during the quarter, reducing the balance to approximately $584.6 million [23][27] - An incident involving unauthorized access to the company's IT systems was reported, but it has not materially impacted operations [27][28] Q&A Session Summary Question: Clarification on Q1 radio pacing - Management confirmed that Q1 radio pacing down 13.6% aligns with a 5.1% decline in Q4 when excluding political advertising [31][34] Question: Insights on weakness in Q4 and improvement in Q2 - Management indicated broad softness in advertising demand and noted improvements in local markets, particularly in Ohio [36][38] Question: Opportunities from deregulation in broadcasting - Management believes further consolidation in the radio sector is likely and that they are in a strong position to capitalize on opportunities [45][46] Question: Capital allocation plans for fiscal '25 - The company plans to allocate 95% of capital to debt reduction, with a small plan for stock repurchases [56][59] Question: Update on Digital segment revenue - Management explained that connected TV revenue will be reported under the TV segment going forward, affecting digital revenue numbers [66][72] Question: Free cash flow expectations for the year - Management anticipates around $25 million of free cash flow generation off the $75 million EBITDA guidance [83] Question: Potential asset sales - Management indicated that while there are noncore assets, the current market lacks buyers for such assets [90][92] Question: Minimum cash balance target - Management stated there is no minimum cash balance target, and they have an undrawn $50 million revolver available [94][96] Question: Thoughts on cable network spin-offs - Management expressed skepticism about the impact of spin-offs on the market, citing challenges in valuing cable assets [100][106]