Beasley Broadcast Group Extends Early Second Lien Tender Date, Exchange Offer Withdrawal Deadline, Tender Offer Expiration Date, First Lien Consent Solicitation Expiration Date, Exchange Offer Expiration Date, Tender Offer Settlement Date and the Exchange Offer Settlement Date of Previously Announced Exchange Offer and Tender Offer

Rhea-AI Summary

Beasley Broadcast Group (Nasdaq: BBGI) said its subsidiary extended multiple deadlines for its previously announced Exchange Offer, Tender Offer and related Consent Solicitations to 5:00 P.M. New York City time on April 28, 2026, with settlement dates moved to April 30, 2026.

The company reported it accepted $15,899,000 of Existing First Lien Notes (100% tendered) and that approximately 99% of Existing Second Lien Notes had validly tendered and provided consents as of April 22, 2026. The new notes are 10.000% Senior Secured Second Lien PIK Notes due 2027 and are offered only to eligible institutional holders.

Positive

• 100% of Existing First Lien Notes tendered; $15,899,000 accepted
• Approximately 99% of Existing Second Lien Notes tendered with consents as of April 22, 2026
• Settlement dates extended to April 30, 2026, providing operational breathing room

Negative

• 2027 PIK Notes will not be registered for public resale, limiting liquidity for holders
• Offers limited to eligible institutional holders under Rule 144A/Reg S, excluding retail participation

News Market Reaction – BBGI

+13.53%

25 alerts

+13.53% News Effect

+18.8% Peak in 4 hr 30 min

+$5M Valuation Impact

$44.76M Market Cap

0.0x Rel. Volume

On the day this news was published, BBGI gained 13.53%, reflecting a significant positive market reaction. Argus tracked a peak move of +18.8% during that session. Our momentum scanner triggered 25 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $5M to the company's valuation, bringing the market cap to $44.76M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Existing First Lien coupon: 11.000% Existing Second Lien coupon: 9.200% New Second Lien coupon: 10.000% +5 more

8 metrics

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

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

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

First Lien tendered 100% Existing First Lien Notes tendered by Early First Lien Tender Date

First Lien repurchased $15,899,000 Aggregate principal amount purchased March 30, 2026

Second Lien tendered ≈99% Existing Second Lien Notes tendered as of April 22, 2026

Exchange Offer early deadline 5:00 P.M., April 28, 2026 Extended Early Second Lien Tender and related deadlines

Settlement dates April 30, 2026 Extended Tender Offer and Exchange Offer settlement dates

Market Reality Check

Price: $22.15 Vol: Volume 138,172 is far bel...

low vol

$22.15 Last Close

Volume Volume 138,172 is far below 20‑day average of 3,860,906, suggesting a thinly traded move. low

Technical Price $19.73 is trading above the 200‑day MA at $5.31, reflecting a strong pre‑news uptrend.

Peers on Argus

BBGI is up 14.84% while key peers show mixed moves (e.g., XHLD -1.89%, MDIA +3.2...

BBGI is up 14.84% while key peers show mixed moves (e.g., XHLD -1.89%, MDIA +3.26%). The reaction appears stock‑specific rather than a broad broadcasting sector move.

Historical Context

5 past events · Latest: Apr 16 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Apr 16	Offer deadlines extended	Neutral	+2.0%	Extended exchange and tender offer deadlines with very high noteholder participation.
Apr 08	Q4 2025 earnings	Negative	+80.6%	Weak revenue, large non‑cash impairment, minimal EBITDA but significant cost cuts and planned debt exchange.
Apr 03	Earnings call notice	Neutral	-1.3%	Announcement of FY 2025 results release and conference call scheduling details.
Feb 24	Community initiative	Neutral	+0.0%	Launch of “Hometown Heroes” program honoring Massachusetts first responders and public workers.
Nov 10	Q3 2025 earnings	Negative	-16.8%	Revenue decline, lower EBITDA, small operating loss and net loss despite digital growth and cost cuts.

Pattern Detected

Recent deleveraging and financing headlines have often coincided with positive price reactions, while weaker operating results previously drew selling.

Recent Company History

Over the last six months, Beasley Broadcast Group has focused on refinancing and managing a stressed balance sheet. An April 8‑K and related earnings release highlighted a large $224.8M FCC license impairment and substantial losses, yet also outlined expected debt reduction to about $110M from $220M. The March 20 8‑K detailed a Transaction Support Agreement and exchange/tender structure, followed by multiple extensions of offer deadlines in April. Today’s update continues that process, with very high first‑ and second‑lien participation reinforcing the same restructuring trajectory.

Market Pulse Summary

The stock surged +13.5% in the session following this news. A strong positive reaction aligns with o...

Analysis

The stock surged +13.5% in the session following this news. A strong positive reaction aligns with ongoing efforts to restructure Beasley’s capital structure. Prior financing and earnings disclosures showed significant leverage, going‑concern language, and an expected cut in total debt to about $110M from $220M. High participation levels in both first‑ and second‑lien exchanges support this trajectory. However, risks around Nasdaq listing compliance, recent large impairments, and thin trading volumes could make gains vulnerable to reversals.

Key Terms

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

8 terms

senior secured first lien notes financial

"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.

tender offer financial

"tender offer (the "Tender Offer" and, together with the Exchange Offer, the "Offers")"

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.

exchange offer financial

"previously announced exchange offer (the "Exchange Offer"), tender 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.

consent solicitations financial

"the "Consent Solicitations"), as applicable, by its wholly owned subsidiary"

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.

pik notes financial

"new 10.000% Senior Secured Second Lien PIK Notes due 2027 (the "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.

rule 144a regulatory

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

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

regulation s regulatory

"outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act)"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

AI-generated analysis. Not financial advice.

NAPLES, Fla., April 23, 2026 /PRNewswire/ -- Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the "Company"), a multi-platform media company, today announced that the Early Second Lien Tender Date, the Exchange Offer Withdrawal Deadline, the Tender Offer Expiration Date, the First Lien Consent Solicitation Expiration Date and the Exchange Offer Expiration Date, in connection with the previously announced exchange offer (the "Exchange Offer"), tender offer (the "Tender Offer" and, together with the Exchange Offer, the "Offers") and solicitation of consents related to proposed amendments to the indenture governing the Issuer's (as defined below) 11.000% Senior Secured First Lien Notes due 2028 (the "Existing First Lien Notes") or the indenture governing the Issuer's 9.200% Senior Secured Second Lien Notes due 2028 (the "Existing Second Lien Notes," such indenture, the "Existing Second Lien Notes Indenture" and, the Existing First Lien Notes together with the Existing Second Lien Notes, the "Existing Notes") (the "Consent Solicitations"), as applicable, by its wholly owned subsidiary, Beasley Mezzanine Holdings, LLC (the "Issuer"), have been extended to 5:00 P.M., New York City time, on April 28, 2026, unless further extended. The Tender Offer Settlement Date and the Exchange Offer Settlement Date have been extended to April 30, 2026, unless further extended.

As of the Early First Lien Tender Date, 100% of the Existing First Lien Notes had been tendered, and the Company accordingly accepted $15,899,000 in aggregate principal amount of such tenders in accordance with the terms of the Tender Offer. On March 30, 2026, the Company completed the purchase of $15,899,000 in aggregate principal amount of the Existing First Lien Notes pursuant to the Tender Offer.

As of 5:00 P.M. on April 22, 2026, approximately 99% of the aggregate principal amount of the Existing Second Lien Notes have validly tendered in the Exchange Offer and provided consents to the proposed amendments to the Existing Second Lien Notes Indenture.

Full details of the terms and conditions of the Offers are described in the Confidential Offer Memorandum Solicitation Statement, dated as of March 20, 2026 (the "Exchange Offer Memorandum") and as supplemented by (i) that certain Supplement to the Exchange Offer Memorandum, dated as of April 1, 2026, (ii) that certain Supplement No. 2 to the Exchange Offer Memorandum, dated as of April 9, 2026, (iii) that certain Supplement No. 3 to the Exchange Offer Memorandum, dated as of April 15, 2026 and (iv) that certain Supplement No. 4 to the Exchange Offer Memorandum, dated as of April 22, 2026 (the "Supplements"). The Offers are only being made pursuant to, and the information in this press release is qualified in its entirety by reference to, the Exchange Offer Memorandum and the Supplements, which are being made available to holders of the Existing Notes. Holders of the Existing Notes are encouraged to read the Exchange Offer Memorandum and the Supplements, as they contain important information regarding the Offers and the Consent Solicitations. This press release is neither an offer to purchase nor a solicitation of an offer to purchase any Existing Notes or the Issuer's new 10.000% Senior Secured Second Lien PIK Notes due 2027 (the "2027 PIK Notes") in the Offers.

Requests for the Exchange Offer Memorandum, the Supplements and other documents relating to the Offers may be directed to D.F. King & Co., Inc., the exchange agent and information agent for the Offers, toll free at (800) 967-7574 or via email at beasley@dfking.com.

None of the Company, any of its subsidiaries or affiliates, or any of their respective officers, boards of directors, members or managers, the exchange agent and information agent, the trustees of the Existing Notes or the 2027 PIK Notes or the collateral agents of the Existing Notes or the 2027 PIK Notes is making any recommendation as to whether existing noteholders should tender any Existing Notes in response to the Offers or Consent Solicitations, and no one has been authorized by any of them to make such a recommendation.

The Offers are not being made to existing noteholders of the Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offers are required to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Company and the Issuer by one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

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. The Company is 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 is 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 has no present intention to do so. The offering is being made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) and outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act). The Company refers 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." Only Eligible Holders are authorized to participate in the Offers and Consent Solicitations.

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:

• risks associated with the exchange of less than 100% of the Existing Notes pursuant to the Offers and the ability of the supporting holders to waive the minimum participation condition outlined in the Transaction Support Agreement, dated as of March 20, 2026, by and among the Issuer and the parties thereto;
• the ability of the Company 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 the Company's forward-looking statements. The Company does not intend, and undertakes no obligation, to update any forward-looking statement.

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SOURCE Beasley Media Group, Inc.

FAQ

What deadlines did Beasley Broadcast Group (BBGI) extend on April 23, 2026?

The company extended tender, exchange, withdrawal and consent deadlines to 5:00 P.M. ET on April 28, 2026. According to the company, settlement for the Tender Offer and Exchange Offer moved to April 30, 2026 unless further extended.

How much of BBGI's Existing First Lien Notes were accepted and when was the purchase completed?

Beasley accepted $15,899,000 in aggregate principal of Existing First Lien Notes, representing 100% tendered. According to the company, the purchase of those notes was completed on March 30, 2026 under the Tender Offer.

What proportion of BBGI's Existing Second Lien Notes had tendered and consented by April 22, 2026?

Approximately 99% of the aggregate principal amount of the Existing Second Lien Notes had validly tendered and provided consents as of April 22, 2026. According to the company, that level of participation relates to the Exchange Offer and Consent Solicitations.

What are the key terms and resale restrictions of the new 2027 PIK Notes in BBGI's offer?

The new notes are 10.000% Senior Secured Second Lien PIK Notes due 2027 and are not registered for resale. According to the company, they are offered only to holders qualifying under Rule 144A or Regulation S, restricting public resale.

How can BBGI noteholders obtain the Exchange Offer Memorandum and related supplements?

Holders may request the Exchange Offer Memorandum and supplements from D.F. King & Co., the exchange and information agent, by calling (800) 967-7574 or emailing beasley@dfking.com, according to the company.