BEASLEY BROADCAST GROUP INC 8-K

What Happened

• Beasley Broadcast Group, through its subsidiary Beasley Mezzanine Holdings, LLC, announced on May 1, 2026 that it issued $98,475,254 of 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”) following an exchange offer of existing second‑lien notes. About $184,056,000 of the existing second‑lien notes were tendered in the exchange.
• The 2027 PIK Notes were issued under an indenture with Wilmington Trust, N.A. as trustee and collateral agent. Interest accrues from October 30, 2026 and is payable semi‑annually (April 30 and October 30) as PIK interest. The notes mature December 31, 2027, subject to a “Springing Maturity” condition that can accelerate maturity earlier if certain financing or asset sale conditions are not met or if specified defaults occur.
• The company also entered (i) supplemental indentures amending the first‑ and second‑lien note documents, (ii) an Amended & Restated Transaction Support Agreement that, among other things, gives an Initial 1L Supporting Holder limited board nomination rights after 360 days, and (iii) a $35.0 million secured asset‑based revolving credit facility (ABL) with Siena Lending Group LLC.

Key Details

• 2027 PIK Notes: $98,475,254 aggregate principal; 10.000% interest paid-in-kind (PIK); issued May 1, 2026; accrual from Oct 30, 2026; first cash/PIK payment Apr 30, 2027. Offered under Rule 144A and Regulation S.
• Exchange: Holders tendered ~ $184,056,000 of Existing Second Lien Notes and received the new PIK notes at $500 per $1,000 plus 50% accrued interest on tenders.
• Equity conversion: Holders of a majority of outstanding PIK Notes may elect conversion on/after Dec 31, 2027 (or upon springing maturity/default) that could convert the notes into Conversion Shares representing up to 95% of issued common stock (adjustable downward to 90%/85%/80% if substantial cash principal repayments are made); conversion requires FCC approval and compliance with foreign ownership rules.
• ABL Facility: $35.0M revolving facility (expandable to $45.0M) with maturity the earlier of May 1, 2029 or the Springing Maturity Date; interest = greater of (term‑SOFR + 4.25%) or 6.75%; liquidity covenant $5.0M (rises to $6.0M if permitted asset sale proceeds > $30.0M).

Why It Matters

• Capital and liquidity: The new PIK notes and ABL facility provide immediate refinancing and working capital flexibility but increase the company’s leverage and introduce near‑term maturities (notes mature in 2027). The ABL provides a $35M liquidity cushion subject to covenants and borrowing base limits.
• Potential equity dilution: The conversion feature could (subject to approvals) transfer control of the company to noteholders (up to ~95% of common stock) if conversion is elected and cash repayments are not sufficient—this is a material governance and ownership risk for equity holders.
• Credit and covenants: The 2027 PIK Notes are second‑lien secured obligations and include customary restrictive covenants; the notes rank junior to existing first‑lien debt and contain springing maturity and change‑of‑control protections that could accelerate repayment or trigger repurchase rights. Retail investors should note the short maturity timeline, PIK accrual (which increases principal), and the need for FCC approvals for any equity conversion.