Beasley Broadcast Group Files 8-K

TL;DR

Beasley Broadcast Group filed an 8-K, likely routine but check for details.

AI Summary

On October 4, 2024, Beasley Broadcast Group, Inc. filed an 8-K report. The filing primarily concerns "Other Events" and "Financial Statements and Exhibits," with no specific material events or financial figures detailed in the provided text.

Why It Matters

This filing indicates Beasley Broadcast Group is submitting required documentation to the SEC, which could pertain to various corporate events or financial updates.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report without immediate disclosure of significant negative events.

Key Players & Entities

• Beasley Broadcast Group, Inc. (company) — Registrant
• October 4, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Naples, Florida (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.001 — stered Class A Common Stock, par value $0.001 per share BBGI Nasdaq Capital Marke
• $5.00 — s due 2028 (the "Exchange Notes"), (ii) $5.00 of cash per $1,000 of exchanged Existin
• $1,000 — xchange Notes"), (ii) $5.00 of cash per $1,000 of exchanged Existing Notes and (iii) a
• $68,000,000 — to purchase (the "Tender Offer") up to $68,000,000 of the Existing Notes at a price equal
• $30,000,000 — fer and the Tender Offer, the "Offers") $30,000,000 of 11.000% superpriority senior secured
• $262,705,000 — nsactions. As of the Expiration Time, $262,705,000 of Existing Notes were validly tendered
• $194,705,000 — alidly tendered. In the Exchange Offer, $194,705,000 Existing Notes were validly tendered an
• $184,969,750 — y tendered and accepted in exchange for $184,969,750 of Exchange Notes, a cash fee and 179,4

Filing Documents

• d856679d8k.htm (8-K) — 30KB
• d856679dex991.htm (EX-99.1) — 35KB
• g856679g1007063943512.jpg (GRAPHIC) — 4KB
• 0001193125-24-233341.txt ( ) — 200KB
• bbgi-20241004.xsd (EX-101.SCH) — 3KB
• bbgi-20241004_lab.xml (EX-101.LAB) — 18KB
• bbgi-20241004_pre.xml (EX-101.PRE) — 11KB
• d856679d8k_htm.xml (XML) — 4KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 4, 2024 BEASLEY BROADCAST GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 000-29253 65-0960915 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 3033 Riviera Drive , Suite 200 , Naples , Florida 34103 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (239) 263-5000 (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, par value $0.001 per share BBGI Nasdaq Capital Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( 240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item8.01. Other Events. On October 7, 2024, Beasley Broadcast Group, Inc. (the "Company") issued a press release announcing the expiration and final results of its previously announced Offers and Consent Solicitation (each as defined below), by Beasley Mezzanine Holdings, LLC, undertaken in connection with certain refinancing transactions (collectively, the "Refinancing Transactions"). The Offers and Consent Solicitation each expired at 5:00 p.m., New York City time, on October 4, 2024 (the "Expiration Time"). The Offers and Consent Solicitation included, among other things: (a) an exchange (the "Exchange Offer") of all of the Company's existing 8.625% Senior Notes due 2026 (the "Existing Notes") for (i) 9.200% senior secured notes due 2028 (the "Exchange Notes"), (ii) $5.00 of cash per $1,000 of exchanged Existing Notes and (iii) a pro rata portion of 179,424 shares of the Company's Class A Common Stock (the "Exchange Shares"), (b) an offer to purchase (the "Tender Offer") up to $68,000,000 of the Existing Notes at a price equal to 62.5% of the par value thereof, (c) an offer to issue and sell (the "New Notes Offer" and, together with the Exchange Offer and the Tender Offer, the "Offers") $30,000,000 of 11.000% superpriority senior secured notes due 2028 (the "New Notes") and (d) a related consent solicitation (the "Consent Solicitation") to proposed amendments (the "Proposed Amendments") to the existing indenture, dated as of February 2, 2021 to, among other things, permit the Refinancing Transactions. As of the Expiration Time, $262,705,000 of Existing Notes were validly tendered and accepted for exchange in the Tender Offer and Exchange Offer (representing 98.39% of the aggregate principal amount outstanding of the Existing Notes). In the Tender Offer, $68,000,000 of Existing Notes were validly tendered. In the Exchange Offer, $194,705,000 Existing Notes were validly tendered and accepted in exchange for $184,969,750 of Exchange Notes, a cash fee and 179,424 Exchange Shares. In addition, holders of Existing Notes subscribed for $30,000,000 of New Notes, which includes participation of the supporting holder pursuant to the backstop commitment. The Company received the requisite number of consents under the Consent Solicitation to effect the Proposed Amendments. The Offers are expected to settle and the Proposed Amendments are expected to be effected on or about October 8, 2024. A copy of the Company's press release is being furnished as Exhibit 99.1 and is incorporated herein by reference. Cautionary Note Regarding the Offers This report shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of these securities, in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The Exchange Notes, Exchange Shares and New Notes to be offered in