Beasley Broadcast (NASDAQ: BBGI) adds 2027 PIK notes and new ABL loan
Rhea-AI Filing Summary
Beasley Broadcast Group, Inc. completed a debt restructuring and new financing package. Its subsidiary issued $98,475,254 of 10.000% Senior Secured Second Lien PIK Notes due 2027 in exchange for existing 9.200% second-lien notes, with holders of approximately $184,056,000 principal amount participating.
The 2027 PIK Notes mature on December 31, 2027, but include a springing maturity that can accelerate repayment if asset sale or financing milestones or certain covenant breaches occur. A majority of noteholders can later elect to convert all notes into equity representing up to 95% of fully diluted Class A and B shares, subject to FCC approvals and reductions if principal is repaid in cash.
The company also entered into a new $35.0 million secured asset-based revolving credit facility, expandable to $45.0 million, maturing no later than the springing maturity date or May 1, 2029. This ABL facility bears interest at a floating rate of at least 6.75% and includes borrowing base limits, minimum liquidity requirements and customary covenants and events of default.
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Insights
Beasley refinances second‑lien debt with PIK notes and adds a new ABL facility, trading interest cost and dilution risk for near‑term flexibility.
The company’s subsidiary issued $98,475,254 of 10.000% second‑lien PIK notes due 2027, exchanging them for about $184,056,000 of 9.200% notes. This represents a sizeable liability management transaction, reducing current cash interest through payment‑in‑kind while keeping the capital structure secured and layered under existing first‑lien notes at 11.000%.
The notes carry a springing maturity tied to asset sale or financing milestones and to compliance with the Amended and Restated Transaction Support Agreement. A majority of holders can later convert into equity representing up to 95% of fully diluted common stock, subject to FCC approvals, which could significantly dilute existing shareholders if exercised.
Separately, the new asset‑based revolving facility provides $35.0 million of secured liquidity, expandable to $45.0 million, at a minimum rate of 6.75%. It is backed by receivables and requires minimum liquidity of $5.0 million–$6.0 million and minimum usage levels. Subsequent filings may clarify how frequently the company draws on this facility and whether it meets the springing maturity conditions before September 30, 2027.
8-K Event Classification
Key Figures
Key Terms
PIK Notes financial
Springing Maturity financial
Change of Control financial
asset-based revolving credit facility financial
Intercreditor Agreements financial
Transaction Support Agreement financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry Into a Material Definitive Agreement.
2027 PIK Notes Indenture
On May 1, 2026, Beasley Mezzanine Holdings, LLC (the “Issuer”), a direct, wholly owned subsidiary of Beasley Broadcast Group, Inc. (the “Company”), issued $98,475,254 in aggregate principal amount of 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”). The 2027 PIK Notes were issued in connection with the previously announced exchange offer of the Issuer’s existing 9.200% Senior Secured Second Lien Notes due 2028 (the “Existing Second Lien Notes”) for the 2027 PIK Notes in the amount of $500 per $1,000 principal amount of Existing Second Lien Notes tendered, plus 50% of accrued and unpaid interest thereof.
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.
The 2027 PIK Notes were issued pursuant to an indenture, dated as of May 1, 2026 (the “2027 PIK Notes Indenture”), among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent. The 2027 PIK Notes pay interest semi-annually in arrears on April 30 and October 30 of each year, with interest accruing from October 30, 2026, and the first Interest Payment Date being April 30, 2027. Interest will be payable in the form of PIK Interest (as defined in the 2027 PIK Notes Indenture). The 2027 PIK Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in transactions outside of the United States in reliance on Regulation S under the Securities Act.
Maturity and Springing Maturity
Pursuant to the 2027 PIK Notes Indenture, the 2027 PIK Notes will mature on December 31, 2027. If (i) on or before September 30, 2027, the Company and its subsidiaries have not entered into one or more binding agreements (subject solely to customary conditions precedent for transactions of the applicable type) for asset sales or debt or equity financings that the Company reasonably determines would yield proceeds, once consummated, sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes (as defined below) outstanding as of September 30, 2027, the 2027 PIK Notes will mature on such date, or (ii) an Event of Default (as defined in the 2027 PIK Notes Indenture) with respect to a breach of a covenant set forth in Section 8 of the Amended and Restated Transaction Support Agreement, dated as of April 27, 2026 (the “A&R TSA”), by and among the Company and the supporting holders party thereto, has occurred, the 2027 PIK Notes will mature on the date such Event of Default occurred (the events described in (i) and (ii) above, collectively, the “Springing Maturity Condition,” and any date on which the 2027 PIK Notes mature as a result thereof, the “Springing Maturity Date”). The Springing Maturity Condition may be waived, amended or deleted by holders of a majority of the 2027 PIK Notes.
Equity Conversion
At any time on or after December 31, 2027 (or, if the Springing Maturity Condition has occurred, the date on which the Springing Maturity Condition occurred), or upon the occurrence of an Event of Default (as defined in the 2027 PIK Notes Indenture), holders of at least a majority in aggregate principal amount of the 2027 PIK Notes then outstanding may elect to convert all outstanding 2027 PIK Notes into shares of the Company’s Class A Common Stock (the “Class A Common Stock”) and the Company’s Class B Common Stock (the “Class B Common Stock”) (such shares issuable upon conversion, the “Conversion Shares”) (such conversion, the “Equity Conversion”). Upon such Equity Conversion, subject to obtaining any required regulatory approvals, all outstanding 2027 PIK Notes shall convert into Conversion Shares representing, in the aggregate, 95% of the issued and outstanding Class A Common Stock and Class B Common Stock (calculated on a fully diluted basis) immediately following such conversion; provided that the conversion percentage shall be reduced to 90%, 85% or 80%, respectively, if the Issuer has made cash payments at par to holders in respect of principal of the 2027 PIK Notes equal to at least 85%, 90% or 95%, respectively, of the original aggregate principal amount of 2027 PIK Notes issued on May 1, 2026 (without giving effect to any increase in principal amount resulting from PIK Interest). The equity conversion is subject to obtaining prior approval of the Federal Communications Commission (the “FCC”) and compliance with applicable FCC foreign ownership rules.
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Optional Redemption Provisions and Change of Control Repurchase Right
At any time, the Issuer may redeem all or a part of the 2027 PIK Notes at a redemption price equal to 100% of the principal amount of the 2027 PIK Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In connection with any tender offer or other offer to purchase 2027 PIK Notes (including pursuant to a Change of Control Offer, as defined in the 2027 PIK Notes Indenture), if not less than 90.0% in aggregate principal amount of the outstanding 2027 PIK Notes are purchased by the Issuer or a third party, the Issuer or such third party will have the right to redeem or purchase, as applicable, all 2027 PIK Notes that remain outstanding following such purchase at the price paid to holders in such purchase, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The holders of the 2027 PIK Notes will also have the right to require the Issuer to repurchase their 2027 PIK Notes upon the occurrence of a Change of Control (as defined in the 2027 PIK Notes Indenture), at an offer price equal to 101% of the aggregate principal amount of the 2027 PIK Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
Ranking and Security
The 2027 PIK Notes and related guarantees are the Issuer’s and the guarantors named therein’s senior secured obligations and are secured on a second-lien priority basis by the Collateral (as defined in the 2027 PIK Notes Indenture), subject to certain exceptions, limitations, Permitted Liens (as defined in the 2027 PIK Notes Indenture) and the intercreditor agreements among the collateral agents for the 2027 PIK Notes, the Existing First Lien Notes and the ABL Credit Facility (as defined below) (collectively, the “Intercreditor Agreements”) providing for the relative priorities of their respective security interests in the assets securing the 2027 PIK Notes, the Existing First Lien Notes, the ABL Credit Facility and certain other matters relating to the administration of security interests. The 2027 PIK Notes are guaranteed by the Company and each of the Issuer’s existing Material Domestic Subsidiaries (other than Excluded Subsidiaries, both as defined in the 2027 PIK Notes Indenture) and will be guaranteed by certain future Material Domestic Subsidiaries. Under the terms of the 2027 PIK Notes Indenture and the Intercreditor Agreements, the 2027 PIK Notes and related guarantees rank junior in right of payment to the Existing First Lien Notes and rank senior in right of payment to any future indebtedness of the Issuer and each Guarantor that is subordinated in right of payment to the 2027 PIK Notes and the guarantees. The 2027 PIK Notes and the guarantees are effectively senior in right of payment to any unsecured indebtedness of the Issuer and each Guarantor and indebtedness of the Issuer and each Guarantor secured by liens junior to the liens securing the 2027 PIK Notes.
Restrictive Covenants
The 2027 PIK Notes Indenture contains covenants that limit the Issuer’s (and its restricted subsidiaries’) ability to, among other things: incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of the Issuer’s or its subsidiaries’ assets; enter into transactions with affiliates; and enter into Liability Management Transactions (as defined in the 2027 PIK Notes Indenture). Many of the covenants contained in the 2027 PIK Notes Indenture will not be applicable, and the subsidiary guarantees of the 2027 PIK Notes will be released, during any period when the 2027 PIK Notes have investment grade ratings from two of S&P, Moody’s and Fitch.
The foregoing description of the 2027 PIK Notes and the 2027 PIK Notes Indenture is not complete and is qualified in its entirety by reference to the full text of the 2027 PIK Notes Indenture, including the form of 2027 PIK Notes contained therein, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Supplemental Indenture for Existing First Lien Notes
On May 1, 2026, the supplemental indenture (the “Existing First Lien Notes Supplemental Indenture”), by and between the Issuer and Wilmington Trust, National Association, the trustee and collateral agent for the Issuer’s 11.000% Senior Secured First Lien Notes due 2028 (the “Existing First Lien Notes”), became effective, amending the provisions of the indenture, dated October 8, 2024, by and among the Issuer, the guarantors thereto and Wilmington Trust, National Association, as the trustee and the collateral agent, governing the Existing First Lien Notes.
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The foregoing description is qualified by the full text of the Existing First Lien Notes Supplemental Indenture, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Supplemental Indenture for Existing Second Lien Notes
On May 1, 2026, the supplemental indenture (the “Existing Second Lien Notes Supplemental Indenture”), by and between the Issuer and Wilmington Trust, National Association, the trustee and collateral agent for the Existing Second Lien Notes, became effective, amending the provisions of the indenture, dated October 8, 2024, by and among the Issuer, the guarantors thereto and Wilmington Trust, National Association, as the trustee and the collateral agent, governing the Existing Second Lien Notes.
The foregoing description is qualified by the full text of the Existing Second Lien Notes Supplemental Indenture, a copy of which is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference.
Amended and Restated Transaction Support Agreement
On April 27, 2026, the Company entered into the A&R TSA, which amends and restates the Transaction Support Agreement, dated as of March 20, 2026, previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2026 (the “Original TSA”). The description of the Original TSA contained in such Current Report on Form 8-K is incorporated herein by reference.
In addition to the terms of the Original TSA, the A&R TSA grants the Initial 1L Supporting Holder (as defined in the A&R TSA) the right, commencing 360 days after the closing of the Transactions (as defined in the A&R TSA) and subject to certain conditions set forth therein, to propose candidates for an additional independent director to be appointed to the Company’s board of directors.
The foregoing description of the A&R TSA is not complete and is qualified in its entirety by reference to the full text of the A&R TSA, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
ABL Credit Facility
On May 1, 2026, the Company, its direct wholly owned subsidiary, Beasley Media Group, LLC (the “Borrower”), and certain of the Borrower’s direct and indirect wholly owned subsidiaries entered into that certain Loan and Security Agreement (“ABL Credit Agreement”) with Siena Lender Group LLC as lender (“Lender”), which provides for a $35.0 million secured asset-based revolving credit facility (the “ABL Credit Facility”). The maturity date of the ABL Credit Facility is the earlier of (i) May 1, 2029 and (ii) the Springing Maturity Date.
Subject to certain conditions and consent of the Lender, the ABL Credit Facility may be increased by $10.0 million for a total facility size up to $45.0 million. Borrowings under the ABL Credit Facility may be used to pay fees, costs and expenses incurred with the transactions contemplated by the ABL Credit Facility, for working capital and other purposes permitted by the ABL Credit Agreement. Amounts borrowed under the ABL Credit Facility may be repaid and reborrowed from time to time.
The borrowing base under the ABL Credit Facility includes certain eligible billed and unbilled accounts receivable, subject to certain limitations, reserves and eligibility criteria. Loans under the ABL Credit Facility will bear interest at a floating rate per annum equal to the greater of (x) a term-SOFR based rate plus an applicable margin of 4.25% and (y) 6.75%.
The ABL Credit Facility requires that the Borrower maintain liquidity of $5.0 million which is increased to $6.0 million if proceeds from asset sales permitted under the ABL Credit Agreement exceed $30.0 million. The Borrower is also required to have the outstanding principal balance of loans and letters of credit equal or exceed (i) $15.0 million prior to the first anniversary of the ABL Credit Facility and (ii) $10.0 million from and after the first anniversary of the ABL Credit Facility.
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Subject to certain exceptions and materiality qualifiers, the ABL Credit Facility includes certain customary affirmative and negative covenants, which, among other things, restricts the ability of the Borrower and the guarantors, subject to certain exceptions, to incur debt, grant liens, make restricted payments and investments, issue equity, sell or lease assets, dissolve or merge with another entity, enter into transactions with affiliates, change their business, prepay debt and amend their organizational and material agreements. The ABL Credit Facility also contains customary events of default, including for the failure of the Borrower and guarantors to comply with the various financial, negative and affirmative covenants under the ABL Credit Facility. During the existence of an event of default (as defined under the ABL Credit Facility), the lender has a right to, among other available remedies, terminate the commitments and/or declare all outstanding loans and accrued interest and fees under the ABL Credit Facility to be immediately due and payable.
The foregoing description is qualified by the full text of the ABL Credit Agreement, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information included, or incorporated by reference, in Item 1.01 is incorporated into this Item 2.03 by reference.
Item 8.01. Other Events.
On May 1, 2026, the Company issued a press release announcing the settlement of the Offers and the issuance of the 2027 PIK Notes as described in this report.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 4.1* | Indenture for the 2027 PIK Notes, dated as of May 1, 2026, by and among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent (including the form of 2027 PIK Note). | |
| 4.2* | Third Supplemental Indenture, dated as of May 1, 2026, by and between the Issuer and Wilmington Trust, National Association, as trustee and collateral agent, relating to the Issuer’s 11.000% Senior Secured First Lien Notes due 2028. | |
| 4.3 | Third Supplemental Indenture, dated as of May 1, 2026, by and between the Issuer and Wilmington Trust, National Association, as trustee and collateral agent, relating to the Issuer’s 9.200% Senior Secured Second Lien Notes due 2028. | |
| 10.1* | Amended and Restated Transaction Support Agreement, dated as of April 27, 2026, among Beasley Broadcast Group, Inc., the Initial Supporting Holders and Caroline Beasley. | |
| 10.2* | Loan and Security Agreement, dated as of May 1, 2026, among Beasley Media Group, LLC, as borrower, the other guarantors party thereto and Siena Lending Group LLC, as lender. | |
| 99.1 | Press Release. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Certain schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide a copy of any omitted schedule or exhibit to the SEC or its staff upon request. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BEASLEY BROADCAST GROUP, INC. | ||||||
| Date: May 1, 2026 | By: /s/ Chris Ornelas | |||||
| Chris Ornelas | ||||||
| General Counsel and Secretary | ||||||
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Exhibit 99.1
For Immediate Release
Beasley Broadcast Group Announces Settlement of Previously Announced Exchange Offer and Tender Offer
NAPLES, Florida, May 1, 2026 – 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.
Contact
Joseph Jaffoni, Jennifer Neuman, JCIR
(212) 835-8500
bbgi@jcir.com
Heidi Raphael, BBGI
(239) 263-5000
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.
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