Urban One Transaction Snapshot

US Special Situations: Urban One – Transaction Snapshot

Evan DuFaux - Special Situations Analyst, LevFin Insights

21 November 2025

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Insights into Urban One – Transaction Snapshot, including:

  • Multi-Faceted Transaction Structure: Explore Urban One’s strategic exchange offer combining a 60% cash tender for existing first-lien bonds with a par-for-par exchange into new second-lien notes, plus a $60mn new money subscription opportunity.
  • Maturity Extension and Debt Reduction: Discover how the Urban One exchange offer pushes out maturities by 2-3 years while capturing $73mn in debt discount, reducing total debt by $124mn and net leverage by one full turn to 4.9x.
  • Participation Economics and Incentives: Learn about the blended consideration offering bondholders a 9-point premium to market, 250bps coupon step-up on exchange notes, and access to new 10.5% first-lien notes for participating investors.
  • Capital Structure Transformation: See how Urban One shifts from a $488mn first-lien only structure to a split $62mn first-lien/$303mn second-lien profile, with covenant stripping and lien releases contingent on 98% minimum participation.
  • Trading Context and Fundamental Backdrop: Understand the transaction against Urban One’s 16% revenue decline and 44% EBITDA contraction in Q3, with bonds trading in the 50-60 range and management’s history of open-market repurchases at discounted levels.

Urban One launched a multi-faceted exchange offer late on Friday, aiming to push out its maturity runway and modestly reduce debt.

The company is offering holders of its $488mn 7.375% first-lien bond due 2028 the option to exchange their notes for blended consideration comprising a cash payment and a new second-lien bond. The deal was announced alongside an additional offer to raise up to $60mn of new money in the form of a new first-lien note.

Urban One filed a TSA with 73% of bondholders signed on to the exchange offer, leaving $132mn of principal subject to the deal. The offer comes with a 98% minimum participation condition, requiring an additional $122mn of participation. To participate in the new money subscription, bondholders must tender their notes by the Dec. 1 early tender date.

The pro forma capital structure assuming full participation in the deal is shown below.

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