Beasley broadcast group announces settlement of previously announced exchange offer and tender offer

Beasley Broadcast Group, Inc., a multi-platform media company, today announced the settlement of its previously announced exchange (the “Exchange Offer”) of the Company’s existing 8.625% Senior Secured Notes due 2026 (the “Existing Notes”), cash offer to purchase up to $68.0 million of Existing Notes at a purchase price of 62.5% (the “Tender Offer”) and new notes offer of $30.9 million aggregate principal amount of 11.000% Superpriority Senior Secured Notes due 2028 (the “New Notes” and such offer, the “New Notes Offer” and together with the Exchange Offer and the Tender Offer, collectively, the “Offers”).

Holders of approximately $194.7 million of Existing Notes participated in the Exchange Offer, exchanging their Existing Notes into (i) 9.200% Senior Secured Notes due August 1, 2028 (the “Exchange Notes”) at an exchange ratio of 95.0%; (ii) a pro rata share of 179,384 shares of Class A Common Stock of the Company (the “Exchange Shares”) and (iii) a consent fee of $5.00 per $1,000 principal amount of Existing Notes tendered. Additionally, as part of the Tender Offer, the Company purchased $68.0 million of aggregate principal amount of Existing Notes at a purchase price of 62.5% plus accrued and unpaid interest. The Company also issued $30.9 million of New Notes in the New Notes Offer.

Subject to the terms and conditions set forth in the Exchange Offer Memorandum and Solicitation Statement, dated September 5, 2024, as amended September 19, 2024 and as supplemented September 30, 2024, the Company had the option to increase the Exchange Shares issued and/or the cash amount paid to each exchanging holder in the Exchange Offer by an amount not to exceed, in the aggregate, a pro rata portion of $3.0 million. The Company exercised this option and increased the cash to be paid to each exchanging holder by an amount equal to a pro rata portion of $700,000.

A holder (the “Supporting Holder”) of approximately 73% of the Existing Notes agreed to fully backstop the New Notes Offer and previously entered into a transaction support agreement to support the Exchange Offer, subject to certain customary conditions, including a minimum participation condition (the “TSA Minimum Participation Condition“) requiring 100% of holders of Existing Notes to participate in the Exchange Offer or Tender Offer. The Supporting Holder waived the TSA Minimum Participation Condition on October 7, 2024.

Latham & Watkins LLP served as legal counsel to the Company. Moelis & Company LLC served as exclusive financial advisor to the Company and as dealer manager and solicitation agent. Gibson, Dunn & Crutcher LLP served as legal counsel to the Supporting Holder. GlobeNewswire