Beasley Broadcast Group launches exchange offer, offering of new notes, tender offer and consent solicitations for existing notes

NAPLES, Fla., Sept. 6, 2024 (GLOBE NEWSWIRE) — Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the “Pursue”), a cross-platform media company, today announced that its wholly owned subsidiary, Beasley Mezzanine Holdings, LLC (the “Issuer”), has launched an exchange offer (the “Exchange offer”), according to which the owners (the “Existing bondholders”) may redeem its outstanding 8.625% Senior Secured Notes due 2026 (the “Existing notes”) into: (i) newly issued 9.200% senior secured notes due August 1, 2028 (the “Exchange notes”) at an exchange ratio of 95.0% of the aggregate principal amount (or US$950 per US$1,000 of principal amount) of the existing notes offered for exchange; (ii) a pro rata portion of 3,588,495 shares of Class A common stock of the Company (the “Exchange shares”), based on the pro rata ownership of the Exchange Notes issued by the Issuer, pursuant to the terms and conditions described in the Exchange Offer Memorandum and Consent Solicitation dated September 5, 2024 (the “Exchange Offer Memorandum”) and (iii) a consent fee of $5.00 per $1,000 principal amount of the existing notes offered (together with the exchange notes and exchange shares, the “Exchange consideration”). A holder of approximately 73% of the Existing Notes has agreed to a transaction support agreement in support of the Exchange Offer, which is subject to certain customary terms and conditions, including a minimum participation condition (the “TSA Minimum Participation Condition”) requiring that 100% of the Existing Noteholders participate in the Exchange Offer or Tender Offer (as described below).

Caroline Beasley, CEO of Beasley Media Group, said: “We are very pleased to announce this transaction and to have the support of a holder of approximately 73% of our outstanding debt. We believe that this transaction, when completed, will significantly enhance our balance sheet over the long term and create value for both creditors and shareholders. This transaction is the result of several months of negotiations and represents an important first step in our long-term plan to reduce debt and position the company for future success.”