BBGI 8-K
Beasley Broadcast Group Inc (BBGI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 8.01. Other Events.
On April 28, 2026, the Beasley Broadcast Group, Inc. (the “Company”) issued a press release announcing the expiration and final results of its previously announced Offers and Consent Solicitations (each as defined below), by Beasley Mezzanine Holdings, LLC (the “Issuer”), undertaken in connection with certain refinancing transactions. The Offers and Consent Solicitations each expired at 5:00 p.m. New York City time on April 28, 2026 (the “Tender Offer Expiration Date,” the “First Lien Consent Solicitation Expiration Date” and the “Exchange Offer Expiration Date”). The Offers and Consent Solicitations included, among other things: (i) an exchange (the “Exchange Offer”) of all of the Issuer’s 9.200% Senior Secured Second Lien Notes due 2028 (the “Existing Second Lien Notes”) for newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”) at an exchange ratio of 50.0% of the aggregate principal amount (or $500 per $1,000 of principal amount) of the Existing Second Lien Notes tendered for exchange, (ii) an offer to purchase (the “Tender Offer” and, together with the Exchange Offer, the “Offers”) up to $15,899,000 of the Issuer’s 11.000% Senior Secured First Lien Notes due 2028 (the “Existing First Lien Notes” and, together with the Existing Second Lien Notes, the “Existing Notes”) at a price equal to 100% of the par value thereof, and (iii) related consent solicitations (the “Consent Solicitations”) to proposed amendments to the existing indentures governing the Existing Notes (the “Existing Indentures”) to, among other things, (x) adopt certain proposed amendments to the Existing Indentures (the “Proposed Amendments”) and (y) release all of the collateral securing the Existing Second Lien Notes.
As of the Tender Offer Expiration Date and the First Lien Consent Solicitation Expiration Date, $30,899,000 of Existing First Lien Notes (representing 100% of the aggregate principal amount outstanding of the Existing First Lien Notes) were validly tendered and accepted for purchase in the Tender Offer. On March 30, 2026, the Company completed the purchase of $15.9 million aggregate principal amount of Existing First Lien Notes pursuant to the Tender Offer, and $15.0 million aggregate principal amount of Existing First Lien Notes remain outstanding. As of the Exchange Offer Expiration Date, $184,056,000 of Existing Second Lien Notes (representing 99.53% of the aggregate principal amount outstanding of the Existing Second Lien Notes) were validly tendered and accepted for exchange in the Exchange Offer. The Company received the requisite number of consents under each Consent Solicitation to effect the Proposed Amendments. The Offers are expected to settle and the Proposed Amendments are expected to be effected on or around April 30, 2026.
A copy of the Company’s press release is being furnished as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Note Regarding the Offers
The closing of the Offers is conditioned on the satisfaction or waiver of certain conditions precedent. The Company may elect to withdraw the Offers at any time. The Offers may not be completed as contemplated or at all. If the Company is unable to complete the Offers or any other alternative transactions, on favorable terms or at all, due to market conditions or otherwise, its financial condition could be materially adversely affected.
This report shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The 2027 PIK Notes to be offered in the Exchange Offer have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws, and unless so registered, may not be offered or sold in the United States or to U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K, including the exhibits attached hereto, contains statements about the Company, which relate to future, not past, events. All statements other than statements of historical fact included or incorporated by reference in this document are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions. Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in
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such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.
Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. These risks and uncertainties and other important factors include, but are not limited to, those described under the heading “Risk Factors” in the Company’s most recent annual report on Form 10-K under Item 1A of Part 1 and other risk factors identified from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. Although the Company believes the expectations reflected in any of its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of its forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| . | ||||||
| BEASLEY BROADCAST GROUP, INC | ||||||
| Date: April 29, 2026 | By: | /s/ Chris Ornelas | ||||
| Chris Ornelas | ||||||
| General Counsel and Secretary | ||||||
Exhibit 99.1
For Immediate Release
Beasley Broadcast Group Announces Expiration of Exchange Offer, Tender Offer and Consent Solicitations and Receipt of Valid Consents from 100% of Outstanding Existing First Lien Noteholders to Proposed Amendments to Existing First Lien Notes Indenture and Acceptance of 99.53% of Outstanding Existing Second Lien Notes
NAPLES, Florida, April 29, 2026 – Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the “Company”), a multi-platform media company, today announces the expiration and final results of its previously announced offers (the “Offers”) including (i) an exchange offer (the “Exchange Offer”) of the Company’s existing 9.200% Senior Secured Second Lien Notes due 2028 (the “Existing Second Lien Notes”), (ii) an offer to purchase for cash up to $15,899,000 aggregate principal amount of 11.000% Senior Secured First Lien Notes due 2028 (the “Existing First Lien Notes” and, together with the Existing Second Lien Notes, the “Existing Notes”) at a purchase price of 100% (the “Tender Offer”) and (iii) the solicitation of consents (the “Consent Solicitations”) of the terms and conditions set forth in the Confidential Offering Memorandum and Solicitation Statement (the “Exchange Offer Memorandum”).
On March 30, 2026, the Company completed the purchase of $15.9 million aggregate principal amount of Existing First Lien Notes pursuant to the Tender Offer, and $15.0 million aggregate principal amount of Existing First Lien Notes remain outstanding.
In the Exchange Offer, holders of the Existing Second Lien Notes (the “Existing Second Lien Noteholders”) had the opportunity to exchange their holdings into newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”) at an exchange ratio of 50.0% of the aggregate principal amount (or $500 per $1,000 of principal amount) of the Existing Second Lien Notes tendered for exchange, pursuant to the terms and conditions described in the Exchange Offer Memorandum.
Holders (the “Supporting Holders”) of approximately 98.7% of the Existing First Lien Notes and 76.5% of the Existing Second Lien Notes previously entered into a transaction support agreement to support the Offers and Consent Solicitations, subject to certain customary conditions, including a minimum participation condition (the “TSA Minimum Participation Condition”) requiring 100% of Existing Second Lien Noteholders to participate in the Exchange Offer. The Supporting Holder of the Existing Second Lien Notes waived the TSA Minimum Participation Condition on April 28, 2026.
The following table describes the final results as of the expiration of the Exchange Offer and the Tender Offer at 5:00pm, New York City time, on April 28, 2026 in more detail:
| Title |
Aggregate Principal Amount of Existing First Lien Notes Validly Accepted |
Percentage of Existing First Lien Noteholders Validly Consenting to Proposed Amendments to Existing First Lien Notes Indenture |
Aggregate Principal Amount of Existing Second Lien Notes Validly Tendered and Accepted |
Percentage of Existing Second Lien Notes Validly Tendered and Accepted |
||||||||||||
| Tender Offer |
$ | 15,899,000 | 100 | % | N/A | N/A | ||||||||||
| Exchange Offer |
N/A | N/A | $ | 184,056,000 | 99.53 | % | ||||||||||
| Total |
$ | 15,899,000 | 100 | % | $ | 184,056,000 | 99.53 | % | ||||||||
The Company further announces the expiration and completion of its Consent Solicitations of the terms and conditions set forth in the Exchange Offer Memorandum from holders of the Existing Notes. The Company received the requisite consents from holders of the Existing Notes to adopt the proposed amendments to the indentures governing the Existing Notes. For additional details on the Offers and the Consent Solicitations, including the anticipated consideration to be received by holders upon settlement of the Offers, please refer to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 20, 2026.
This press release is neither an offer to purchase nor a solicitation of an offer to buy any notes in the Offers.
The 2027 PIK Notes have not been and will not be registered under the federal securities laws or the securities laws of any state or any other jurisdiction. We are not required to register the 2027 PIK Notes for resale under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and are not required to exchange the Existing Second Lien Notes for notes registered under the Securities Act or the securities laws of any other jurisdiction and we have no present intention to do so. The offering was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, only to persons who are (i) reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) or (ii) not “U.S. persons” (as defined in Rule 902 under the Securities Act) and are in compliance with Regulation S under the Securities Act. We refer to the holders of Existing Notes who have certified that they are eligible to participate in the Offers and Consent Solicitations pursuant to at least one of the foregoing conditions as “Eligible Holders.”
Latham & Watkins LLP served as legal counsel to the Company.
About Beasley Broadcast Group
The Company is a multi-platform media company whose primary business is operating radio stations throughout the United States. The Company offers local and national advertisers integrated marketing solutions across audio, digital and event platforms. The Company owns and operates stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA and Tampa-Saint Petersburg, FL.
Contact
Joseph Jaffoni, Jennifer Neuman, JCIR
(212) 835-8500
Heidi Raphael, BBGI
(239) 263-5000
Note Regarding Forward-Looking Statements
This release contains “forward-looking statements” about the Company, which relate to future, not past, events. All statements other than statements of historical fact included in this release are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions.
Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.
Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to:
| • | the Company’s ability to comply with the continued listing standards of Nasdaq, remain listed on Nasdaq, and make periodic filings with the SEC; |
| • | risks from health epidemics, natural disasters, terrorism, and other catastrophic events; |
| • | external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations; |
| • | adverse effects of inflation; |
| • | the ability of the Company’s stations to compete effectively in their respective markets for advertising revenues; |
| • | the ability of the Company to develop compelling and differentiated digital content, products and services; |
| • | audience acceptance of the Company’s content, particularly its audio programs; |
| • | the ability of the Company to adapt or respond to changes in technology, standards and services that affect the audio industry; |
| • | the Company’s dependence on federally issued licenses subject to extensive federal regulation; |
| • | actions by the Federal Communications Commission (“FCC”) or new legislation affecting the audio industry; |
| • | increases to royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists; |
| • | the Company’s dependence on selected market clusters of stations for a material portion of its net revenue; |
| • | credit risk on the Company’s accounts receivable; |
| • | the risk that the Company’s FCC licenses could become impaired; |
| • | the Company’s substantial debt levels and the potential effect of restrictive debt covenants on the Company’s operational flexibility and ability to pay dividends; |
| • | risks related to the 2027 PIK Notes; |
| • | impacts to the value of collateral assets; |
| • | the Company’s ability to consummate the Offers; |
| • | the potential effects of hurricanes, extreme weather and other climate change conditions on the Company’s corporate offices and stations; |
| • | the failure or destruction of the internet, satellite systems and transmitter facilities that the Company depends upon to distribute its programming; |
| • | modifications or interruptions of the Company’s information technology infrastructure and information systems; |
| • | the loss of key executives and other key employees; |
| • | the Company’s ability to identify, consummate and integrate acquired businesses and stations; |
| • | the fact that the Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company; and |
| • | other economic, business, competitive, and regulatory factors affecting the businesses of the Company, as discussed in more detail in the Company’s filings with the SEC. |
Although the Company believes the expectations reflected in any of its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of its forward-looking statements. The Company does not intend, and undertakes no obligation, to update any forward-looking statement.