BEASLEY BROADCAST GROUP INC 8-K

What Happened
Beasley Broadcast Group, Inc. (BBGI) announced on April 28, 2026 the expiration and results of offers and consent solicitations by its affiliate Beasley Mezzanine Holdings, LLC to restructure certain first‑ and second‑lien notes. The Exchange Offer converted 9.200% Senior Secured Second Lien Notes due 2028 into new 10.000% Senior Secured Second Lien PIK Notes due 2027 at an exchange ratio of 50% ($500 per $1,000). The Tender Offer targeted up to $15,899,000 of 11.000% Senior Secured First Lien Notes due 2028 at par; related consent solicitations sought amendments to the existing indentures, including releasing collateral securing the second‑lien notes. The Offers expired April 28, 2026 and are expected to settle and effect the Proposed Amendments on or around April 30, 2026.

Key Details

• $184,056,000 of Existing Second Lien Notes (≈99.53% of outstanding) were validly tendered and accepted in the Exchange Offer.
• Exchange ratio: 50.0% of principal of Existing Second Lien Notes (i.e., $500 of new 2027 PIK Notes per $1,000 of old second‑lien principal).
• $30,899,000 of Existing First Lien Notes (100% of outstanding first‑lien principal) were validly tendered; the Company purchased $15.9 million on March 30, 2026, leaving $15.0 million outstanding.
• The requisite consents were received to effect the proposed indenture amendments, including release of collateral securing the Existing Second Lien Notes. The new 2027 PIK Notes have not been registered under the Securities Act.

Why It Matters
These actions, if completed, will materially change Beasley’s debt mix and creditor rights: most second‑lien holders have agreed to an exchange into higher‑coupon PIK paper due sooner (2027), and the company reduced its first‑lien cash debt via the tender purchase (reducing outstanding first‑lien principal to about $15.0M). The consented indenture amendments include releasing collateral for the second‑lien notes, which affects secured creditor claims. The filings also note the Offers are subject to customary closing conditions, may be withdrawn, and the new PIK notes are unregistered—factors investors should watch when assessing BBGI’s near‑term credit profile and refinancing progress.