Beasley Broadcast Group Announces Settlement of Debt Exchange and Tender Offer

Key Points:

• Beasley Broadcast Group, Inc. (Nasdaq: BBGI) has settled its previously announced Exchange Offer and Tender Offer, impacting the company’s capital structure and debt profile.
• The Exchange Offer involved swapping the company’s existing 9.200% Senior Secured Second Lien Notes due 2028 for new 2027 PIK Notes.
• The Tender Offer allowed holders of the 11.000% Senior Secured First Lien Notes due 2028 to sell up to \$15,899,000 in aggregate principal for cash at 100% of par value plus accrued interest.
• The company also completed consent solicitations, obtaining support from major stakeholders for the transaction.
• Major legal and financial advisors: Latham & Watkins LLP (legal counsel) and Guggenheim Securities, LLC (financial advisor).

Transaction Details

• Exchange Offer: Approximately \$184,056,000 of Existing Second Lien Notes were exchanged for \$98,475,254 in 2027 PIK Notes. This significantly reduces the company’s immediate debt burden, but the new PIK Notes may have unique risks, as interest is paid-in-kind rather than in cash.
• Tender Offer: On March 30, 2026, Beasley completed the purchase of \$15.9 million of First Lien Notes, leaving \$15.0 million still outstanding. This repurchase at par value plus interest signals confidence in the company’s liquidity position.
• Consent Solicitations: Supporting holders of approximately 98.7% of First Lien Notes and 76.5% of Second Lien Notes entered into amended transaction support agreements, subject to a minimum participation condition (100% required for Second Lien Notes). This condition was waived by the supporting holder on April 28, 2026, enabling the settlement of the transaction.

Potential Shareholder Impact

• Debt Reduction and Restructuring: The exchange and tender offers materially change the company’s debt composition, potentially reducing interest expenses and improving cash flow in the short term. The introduction of PIK Notes, however, introduces new risks that shareholders must monitor, especially regarding future interest accrual and payment.
• Liquidity and Financial Stability: Successfully settling the offers demonstrates Beasley’s ability to manage its financial obligations and negotiate with major stakeholders, which may boost investor confidence in the company’s financial stability.
• Risks and Forward-Looking Statements: The company warns of numerous risks, including compliance with Nasdaq listing standards, exposure to economic downturns, inflation, competition, technological disruption, FCC regulation, increased royalties, debt covenants, climate risks, IT infrastructure issues, loss of key personnel, and the company’s dependence on selected market clusters for revenue.
• Control and Governance: The Beasley family continues to control the company, which may affect any attempts at corporate control or shareholder activism.
• Price Sensitive Information: The large-scale restructuring of debt, reduction in outstanding liabilities, and waiver of minimum participation conditions are all significant events that could affect the share price by improving Beasley’s risk profile and market perception.

About Beasley Broadcast Group

Beasley Broadcast Group is a multi-platform media company operating radio stations in key U.S. markets such as Augusta, Boston, Charlotte, Detroit, Fayetteville, Las Vegas, Middlesex, Monmouth, Morristown, Philadelphia, and Tampa-St. Petersburg. The company offers integrated marketing solutions across audio, digital, and event platforms, targeting both local and national advertisers.

Risks and Outlook

Investors should note that the company’s forward-looking statements are subject to a range of known and unknown risks. These include the ability to comply with Nasdaq requirements, impacts from epidemics or disasters, adverse economic conditions, inflation, competitive pressures, technological changes, regulatory hurdles, royalty increases, reliance on selected markets, credit risks, substantial debt levels, hurricane and climate risks, and potential loss of key employees, among others. The company makes no guarantee that its expectations will be met and warns that actual results may differ materially.

Contact Information

• Joseph Jaffoni, Jennifer Neuman, JCIR: (212) 835-8500, [email protected]
• Heidi Raphael, BBGI: (239) 263-5000

Disclaimer: This article is based on Beasley Broadcast Group’s official filings and press releases. It is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult financial professionals before making any investment decisions. Beasley Broadcast Group has highlighted numerous risks that could materially affect future performance. Past performance is not indicative of future results.

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