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

Rhea-AI Summary

Beasley Broadcast Group (Nasdaq: BBGI) announced the expiration and final results of its Exchange Offer, Tender Offer and Consent Solicitations on April 28, 2026. The Tender Offer accepted $15,899,000 of Existing First Lien Notes and received 100% consents to proposed First Lien indenture amendments.

The Exchange Offer resulted in $184,056,000 of Existing Second Lien Notes validly tendered and accepted, representing 99.53% of outstanding Existing Second Lien Notes; participating holders may receive newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 per the published terms.

Positive

• Tender Offer accepted $15,899,000 of Existing First Lien Notes
• Received 100% consents from First Lien Noteholders to proposed indenture amendments
• Exchange Offer accepted $184,056,000 of Existing Second Lien Notes (99.53%)
• Supporting holders executed transaction support agreement covering majority of notes

Negative

• Approximately $15.0 million aggregate principal of Existing First Lien Notes remain outstanding
• 2027 PIK Notes will be issued unregistered and limited to accredited or non-U.S. holders
• Exchange required waiver of TSA Minimum Participation Condition by Supporting Holder on April 28, 2026

News Market Reaction – BBGI

-13.71%

11 alerts

-13.71% Session close to close

+9.2% Peak Tracked

-7.6% Trough Tracked

$40.52M Market Cap

0.0x Rel. Volume

In the Apr 29 session, BBGI declined 13.71%, reflecting a significant negative market reaction. Argus tracked a peak move of +9.2% during that session. Argus tracked a trough of -7.6% from its starting point during tracking. Our momentum scanner triggered 11 alerts that day, indicating notable trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock dropped -13.7% in the session following this news. A negative reaction despite high noteho...

Analysis

The stock dropped -13.7% in the session following this news. A negative reaction despite high noteholder participation would fit a market focus on BBGI’s broader risk profile. While this release confirms 99.53% acceptance of second lien exchanges and 100% first lien consents, recent SEC filings continue to flag a stockholders’ deficit and substantial doubt about going concern. Investors may also weigh potential future equity implications from prior refinancing terms and ongoing Nasdaq listing risks, so disappointment could reflect concern that balance-sheet stress remains significant even after these exchanges.

Key Figures

Tender Offer cap: $15,899,000 First Lien coupon: 11.000% Second Lien coupon: 9.200% +5 more

8 metrics

Tender Offer cap $15,899,000 Aggregate principal amount of Existing First Lien Notes for cash purchase

First Lien coupon 11.000% Senior Secured First Lien Notes due 2028

Second Lien coupon 9.200% Senior Secured Second Lien Notes due 2028

New PIK coupon 10.000% Senior Secured Second Lien PIK Notes due 2027

Exchange ratio 50.0% 2027 PIK Notes per principal of Existing Second Lien Notes tendered

First Lien consents 100% Existing First Lien Noteholders consenting to proposed indenture amendments

Second Lien accepted $184,056,000 Aggregate principal amount of Existing Second Lien Notes tendered and accepted

Second Lien participation 99.53% Existing Second Lien Notes validly tendered and accepted

Historical Context

5 past events · Latest: Apr 23 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 23	Exchange offer update	Positive	+13.5%	Extended key deadlines while confirming full first lien tender and ~99% second lien take-up.
Apr 16	Exchange offer update	Positive	+2.0%	Extended offer timelines with 100% first lien and ~98% second lien participation reported.
Apr 08	Q4 2025 earnings	Negative	+80.6%	Reported steep revenue decline and large impairment but highlighted major cost cuts and planned debt reduction.
Apr 03	Earnings call notice	Neutral	-1.3%	Set date and logistics for FY 2025 results release and investor conference call.
Feb 24	Community initiative	Neutral	+0.0%	Announced reopening of “Hometown Heroes” nominations honoring local public workers in Massachusetts.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent balance-sheet and refinancing updates often coincided with positive price reactions, even when core financial results were weak.

Recent Company History

This announcement completes a series of liability management steps BBGI has pursued since March 2026, including exchange and tender offers for its 2028 notes. On April 23, 2026 and April 16, 2026, the company reported extending offer deadlines while already accepting $15,899,000 of first lien notes and achieving very high second lien participation, which saw positive price reactions. Earlier, on April 8, 2026, weak 2025 results with large impairments still coincided with a strong share move as management highlighted cost cuts and expected debt reduction. The current news confirms near-total noteholder participation and finalizes those transactions.

Key Terms

senior secured first lien notes, senior secured second lien notes, pik notes, exchange offer, +4 more

8 terms

senior secured first lien notes financial

"aggregate principal amount of 11.000% Senior Secured First Lien Notes due 2028"

Senior secured first lien notes are debt securities that give holders top priority to be repaid and to seize specific collateral if the borrower defaults. Think of them like being first in line and holding the deed to a valuable asset — this higher claim usually means lower risk and lower interest than unsecured or subordinated debt. Investors care because these notes affect expected return, default recovery and relative safety within a company’s capital structure.

senior secured second lien notes financial

"existing 9.200% Senior Secured Second Lien Notes due 2028"

A senior secured second lien note is a type of loan or bond that is backed by specific company assets but is paid after a first‑lien lender if those assets must be sold. Think of it as two people holding a mortgage on the same house: the first person gets paid from a sale first, and the second person gets whatever remains; because of that lower payout priority, second‑lien notes usually offer higher interest to compensate investors for the added risk. Investors watch these for the trade-off between higher yield and greater recovery uncertainty in a default.

pik notes financial

"newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027"

PIK notes are loans that let the borrower pay interest by issuing more debt instead of cash, so investors receive extra securities rather than cash payments. For investors this matters because it can boost returns if the issuer grows, but it also increases the company’s total debt and the risk of not getting cash back; think of lending money and getting an IOU that keeps growing instead of regular interest checks.

exchange offer financial

"the expiration and final results of its previously announced offers (the "Offers") including (i) an exchange offer"

An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.

tender offer financial

"an offer to purchase for cash up to $15,899,000 ... at a purchase price of 100% (the "Tender Offer")"

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

View in glossary

consent solicitations financial

"the solicitation of consents (the "Consent Solicitations") of the terms and conditions"

A consent solicitation is a formal request sent to shareholders asking them to approve or waive specific corporate actions — such as contract changes, mergers, or amendments to governance rules — often by signing a written consent instead of voting at a meeting. For investors this matters because it can speed up major decisions and alter rights or payments without a public vote, so shareholders need to weigh potential benefits, risks and any pressure to agree, much like neighbors being asked to sign off on a change to a shared driveway.

section 4(a)(2) regulatory

"The offering was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

qualified institutional buyers regulatory

"reasonably believed to be "qualified institutional buyers" (as defined in Rule 144A under the Securities Act)"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NAPLES, Fla., April 29, 2026 /PRNewswire/ -- 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.

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.

View original content to download multimedia:https://www.prnewswire.com/news-releases/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-302756848.html

SOURCE Beasley Media Group, Inc.

FAQ

What were the final results of Beasley Broadcast Group's (BBGI) Tender Offer and Consent Solicitations on April 28, 2026?

The Tender Offer accepted $15,899,000 of Existing First Lien Notes and obtained 100% consents to proposed First Lien indenture amendments. According to the company, that acceptance closed at 5:00pm New York time on April 28, 2026.

How much of Beasley's Existing Second Lien Notes were tendered in the Exchange Offer (BBGI)?

The Exchange Offer validly accepted $184,056,000 of Existing Second Lien Notes, equal to 99.53% of outstanding notes. According to the company, accepted holders may receive 10.000% Senior Secured Second Lien PIK Notes due 2027 per the offer terms.

What will holders receive in exchange for Existing Second Lien Notes in BBGI's Exchange Offer?

Accepted holders may receive newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 at an exchange ratio of 50% ($500 per $1,000). According to the company, the 2027 PIK Notes are unregistered and limited to eligible institutional or non-U.S. investors.

Did Beasley Broadcast Group achieve the participation thresholds in its transaction support agreement (BBGI)?

The company secured supporting holders representing ~98.7% of First Lien and 76.5% of Second Lien notes, and the Supporting Holder waived the 100% Second Lien participation condition on April 28, 2026. According to the company, this enabled offer completion.

Are the 2027 PIK Notes issued in BBGI's Exchange Offer registered for resale under U.S. securities laws?

No, the 2027 PIK Notes have not been and will not be registered under the U.S. Securities Act and are issued in reliance on exemptions for qualified institutional or non-U.S. holders. According to the company, there is no present intention to register them.