BEASLEY BROADCAST GROUP INC 8-K

What Happened

• On March 20, 2026, Beasley Broadcast Group, Inc. filed an 8-K disclosing a Transaction Support Agreement (TSA) with holders who, as of that date, beneficially owned ~98.7% of its 11.000% Senior Secured First Lien Notes due 2028 and ~76.5% of its 9.200% Senior Secured Second Lien Notes due 2028. The TSA supports a package of Transactions that include an exchange offer, a cash tender offer, and related consent solicitations to amend the existing indentures and release collateral for the second-lien notes.

Key Details

• Exchange Offer: Existing Second Lien Notes may be exchanged for newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 at an exchange ratio of 50% (i.e., $500 of new PIK Notes per $1,000 of existing principal).
• Tender Offer: Up to $15,899,000 of the Existing First Lien Notes will be purchased at 100% of par.
• Supporting Holders committed to tendering and consenting; their obligations are conditioned on 100% participation of Existing Second Lien Note holders (the TSA Minimum Participation Condition), which the Initial Supporting Holders may waive.
• Governance and conversion terms: At closing the Company will appoint an independent director chosen by the Initial Supporting Holders; after 270 days they can propose additional director candidates and participate in a strategic alternatives committee. The 2027 PIK Notes include an equity conversion feature allowing holders (majority consenting) on/after Dec 31, 2027 (or earlier if a “springing maturity” occurs) to convert into up to 95% of the Company’s outstanding Class A and B common stock (subject to reductions for prior cash payments and FCC approval/foreign ownership rules).

Why It Matters

• This filing signals a negotiated debt-restructuring plan that, if completed, will change the Company’s debt mix (introducing PIK notes) and could dilute equity through a conversion feature that potentially awards noteholders a controlling equity stake. The TSA also gives significant noteholder influence over board composition and certain major actions (including requiring authorization by the independent director for insolvency-related actions), which is material for shareholders assessing control and governance risk. The Transactions have timing and conditionality (including a May 15, 2026 termination date if not completed) that investors should monitor closely.

Exhibits: The TSA is filed as Exhibit 10.1 and Cleansing Information as Exhibit 99.1 to the 8-K.