Beasley Broadcast Group Launches Exchange Offer, New Notes Offer, Tender Offer and Consent Solicitations Relating to Existing Notes

NAPLES, Fla., Sept. 06, 2024 (GLOBE NEWSWIRE) -- Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the “Company”), a multi-platform media company, today announced that its wholly owned subsidiary, Beasley Mezzanine Holdings, LLC (the “Issuer”), has commenced an exchange offer (the “Exchange Offer”) pursuant to which holders (the “Existing Noteholders”) may exchange their outstanding 8.625% Senior Secured Notes due 2026 (the “Existing Notes”) into: (i) newly issued 9.200% Senior Secured Notes due August 1, 2028 (the “Exchange Notes”) at an exchange ratio of 95.0% of the aggregate principal amount (or $950 per $1,000 of principal amount) of the Existing Notes tendered for exchange; (ii) a pro rata share of 3,588,495 shares of Class A common stock of the Company (the “Exchange Shares”), based upon pro rata ownership of the Exchange Notes issued by the Issuer, pursuant to the terms and conditions described in the Exchange Offer Memorandum and Consent Solicitation Statement, dated September 5, 2024 (the “Exchange Offering Memorandum”) and (iii) a consent fee of $5.00, in each case per $1,000 principal amount of Existing Notes tendered (together with the Exchange Notes and Exchange Shares, the “Exchange Consideration”). A holder of approximately 73% of the Existing Notes has entered into a transaction support agreement to support the Exchange Offer, subject to certain customary conditions, including a minimum participation condition (the “TSA Minimum Participation Condition”) requiring 100% of Existing Noteholders to participate in the Exchange Offer or Tender Offer (as described below).

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