04/29/2026 | Press release | Distributed by Public on 04/29/2026 06:12
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.