Beasley Broadcast Group Announces Settlement of Previously Announced Exchange Offer and Tender Offer

Rhea-AI Summary

Beasley Broadcast Group (Nasdaq: BBGI) announced settlement of its exchange offer, tender offer and consent solicitations. Approximately $184,056,000 of 9.200% second lien notes were exchanged into $98,475,254 aggregate principal of 2027 PIK notes. The company purchased $15.9 million of first lien notes; $15.0 million remain outstanding. Supporting holders represented ~98.7% of existing first lien notes and ~76.5% of existing second lien notes. The TSA minimum participation condition was waived by the supporting second lien holder on April 28, 2026. Latham & Watkins served as legal counsel and Guggenheim Securities as financial advisor.

Positive

• Exchanged $184,056,000 existing second lien notes into $98,475,254 2027 PIK notes
• Completed purchase of $15.9 million aggregate principal of existing first lien notes
• Supporting holders represented 98.7% of first lien notes, aiding transaction execution

Negative

• $15.0 million aggregate principal of existing first lien notes remain outstanding
• Only 76.5% of existing second lien notes participated; TSA minimum was waived on April 28, 2026

News Market Reaction – BBGI

-8.78%

7 alerts

-8.78% Session close to close

-5.4% Trough in 1 hr 40 min

$38.20M Market Cap

0.0x Rel. Volume

In the May 4 session, BBGI declined 8.78%, reflecting a notable negative market reaction. Argus tracked a trough of -5.4% from its starting point during tracking. Our momentum scanner triggered 7 alerts that day, indicating moderate trading interest and price volatility.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -8.8% in the session following this news. A negative reaction despite the settlement...

Analysis

The stock moved -8.8% in the session following this news. A negative reaction despite the settlement of BBGI’s exchange and tender offers would fit the stock’s history of volatile responses to refinancing updates. Earlier steps in the process around April 16–29 showed both sharp rallies and pullbacks. If a drop followed this news, it could reflect ongoing concern about leverage, governance shifts under creditor agreements, or fatigue after a strong run above the 200-day MA, rather than the mechanics of the settlement itself.

Key Figures

First Lien Tender Capacity: $15,899,000 Second Lien Exchanged: $184,056,000 New 2027 PIK Notes: $98,475,254 +5 more

8 metrics

First Lien Tender Capacity $15,899,000 Cash tender offer for 11.000% Senior Secured First Lien Notes due 2028

Second Lien Exchanged $184,056,000 Existing 9.200% Senior Secured Second Lien Notes tendered into Exchange Offer

New 2027 PIK Notes $98,475,254 Aggregate principal amount of 2027 PIK Notes issued in exchange

First Lien Purchased $15.9 million Aggregate principal of Existing First Lien Notes bought on March 30, 2026

First Lien Outstanding $15.0 million Aggregate principal amount of Existing First Lien Notes remaining

First Lien Support 98.7% Supporting holders’ share of Existing First Lien Notes under TSA

Second Lien Support 76.5% Supporting holders’ share of Existing Second Lien Notes under TSA

Tender Offer Price 100.0% of par Purchase price for Existing First Lien Notes in cash tender offer

Historical Context

5 past events · Latest: Apr 29 (Positive)

Pattern 5 events

Date	Event	Sentiment	24h Move	Catalyst
Apr 29	Exchange results	Positive	-13.7%	Final results of exchange and tender offers with high participation levels.
Apr 23	Offer extensions	Positive	+13.5%	Extended deadlines and strong tender and consent levels for refinancing.
Apr 16	Offer extensions	Positive	+2.0%	Further deadline extensions with near-total participation in note tenders.
Apr 08	Earnings report	Negative	+80.6%	Q4 2025 revenue decline and large non-cash impairment driving big loss.
Apr 03	Earnings date set	Neutral	-1.3%	Announcement of FY 2025 results release date and conference call details.

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

Pattern Detected

Recent refinancing-related headlines have produced volatile and sometimes opposite price reactions, while the major earnings report drew an outsized positive move despite weak results.

Recent Company History

Over the past month, BBGI has focused on refinancing its 2028 senior secured notes and updating investors on FY 2025 results. News on extending and progressing the Exchange Offer and Tender Offer around April 16–29 triggered both sharp gains and losses, highlighting uncertainty around the debt deal. The April 8 earnings release, despite large impairments and losses, coincided with a strong rally. Today’s settlement announcement fits this ongoing balance-sheet restructuring narrative.

Key Terms

exchange offer, tender offer, consent solicitations, senior secured first lien notes, +4 more

8 terms

exchange offer financial

"announced the settlement 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

"plus accrued and unpaid interest (the "Tender Offer") and (iii) the solicitation of consents"

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

"and (iii) 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.

senior secured first lien notes financial

"amount of 11.000% Senior Secured First Lien Notes due 2028 (the "Existing First Lien Notes""

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

"9.200% Senior Secured Second Lien Notes due 2028 (the "Existing Second Lien Notes")"

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

"exchanging their Existing Second Lien Notes into $98,475,254 aggregate principal amount of 2027 PIK Notes."

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.

confidential offering memorandum financial

"terms and conditions set forth in the Confidential Offering Memorandum and Solicitation Statement"

A confidential offering memorandum is a private document that lays out the full details of a securities offering—the business plan, financials, risks, legal terms and who can invest—shared only with select potential investors under confidentiality. Like a detailed prospectus handed to a small group, it helps investors judge the opportunity and risks before committing money, and signals that the deal is private, often limited to accredited or institutional buyers and subject to resale restrictions.

transaction support agreement financial

"entered into an amended and restated transaction support agreement to support the Offers"

A transaction support agreement is a contract among the parties involved in a pending deal that spells out who must do what, who bears which risks, and how any problems discovered before or after closing will be handled. Think of it as a moving checklist and shared rulebook that helps the deal finish smoothly. Investors care because its terms affect the likelihood and timing of closing, potential costs or liabilities after the deal, and the value or dilution of their holdings.

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

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NAPLES, Fla., May 1, 2026 /PRNewswire/ -- Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the "Company"), a multi-platform media company, today announced the settlement 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 100.0% of the par value thereof, plus accrued and unpaid interest (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").

Holders of approximately $184,056,000 aggregate principal amount of Existing Second Lien Notes participated in the Exchange Offer, exchanging their Existing Second Lien Notes into $98,475,254 aggregate principal amount of 2027 PIK Notes. 

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.

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 an amended and restated transaction support agreement to support the Offers, subject to certain customary conditions, including a minimum participation condition (the "TSA Minimum Participation Condition") requiring 100% of holders of Existing Second Lien Notes 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.

Latham & Watkins LLP served as legal counsel to the Company. Guggenheim Securities, LLC acted as financial advisor 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;
  
  
• the Company's ability to comply with debt covenants and service its debt;
  
  
• impacts to the value of collateral assets;
  
  
• 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-settlement-of-previously-announced-exchange-offer-and-tender-offer-302760425.html

SOURCE Beasley Media Group, Inc.

FAQ

What did Beasley Broadcast Group (BBGI) announce about the exchange offer on May 1, 2026?

They settled the exchange offer: approximately $184,056,000 of second lien notes were exchanged into $98,475,254 of 2027 PIK notes. According to the company, the consent solicitations and related transactions were completed alongside the tender offer and supporting agreements.

How much of BBGI's first lien notes were purchased in the May 2026 tender offer?

The company completed the purchase of $15.9 million aggregate principal amount of existing first lien notes. According to the company, the purchase was at 100% of par plus accrued interest and leaves $15.0 million still outstanding.

What percentage of holders supported BBGI's offers for Existing Notes (BBGI)?

Supporting holders represented about 98.7% of existing first lien notes and 76.5% of existing second lien notes. According to the company, those holders had entered into an amended and restated transaction support agreement to back the Offers.

What does the waiver of the TSA minimum participation condition mean for BBGI investors (BBGI)?

The supporting second lien holder waived the TSA minimum participation condition on April 28, 2026. According to the company, this waiver allowed settlement despite less than 100% second lien participation in the Exchange Offer.

Who advised Beasley Broadcast Group on the settlement of the exchange and tender offers (BBGI)?

Latham & Watkins served as legal counsel and Guggenheim Securities acted as financial advisor to the company. According to the company, those advisors supported documentation and the transaction process for the Offers.