Beasley Broadcast Group Faces NASDAQ Listing, Financial Obligations

TL;DR

Beasley Broadcast Group's NASDAQ listing is in question, with new financial obligations and potential stock sales disclosed.

AI Summary

On October 8, 2024, Beasley Broadcast Group, Inc. entered into a material definitive agreement related to its listing on the NASDAQ. The company also disclosed a direct financial obligation and potential unregistered sales of equity securities. This filing indicates potential changes to the company's financial standing and stock structure.

Why It Matters

This filing signals potential shifts in Beasley Broadcast Group's financial health and its relationship with the NASDAQ stock exchange, which could impact investors.

Risk Assessment

Risk Level: high — The filing mentions potential delisting from NASDAQ and new financial obligations, indicating significant financial and operational risks.

Key Players & Entities

• Beasley Broadcast Group, Inc. (company) — Registrant
• NASDAQ (company) — Stock Exchange
• October 8, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — stered Class A Common Stock, par value $0.001 per share BBGI Nasdaq Capital Marke
• $184,922,000 — ast Group, Inc. (the "Company"), issued $184,922,000 in aggregate principal amount of 9.200%
• $5.00 — change Shares"), (iii) a consent fee of $5.00 per $1,000 principal amount of Existing
• $1,000 — res"), (iii) a consent fee of $5.00 per $1,000 principal amount of Existing Notes tend
• $700,000 — s tendered and (iv) a pro rata share of $700,000. The Exchange Notes were issued pursu
• $30,899,000 — On October 8, 2024, the Issuer issued $30,899,000 in aggregate principal amount of 11.000
• $68.0 million — tendered in the offer to purchase up to $68.0 million of Existing Notes at a purchase price o
• $12.31 — C at an offering price of approximately $12.31 per share, for gross proceeds of $700,0
• $1.00 — pany's Class A Common Stock has been at $1.00 per share or greater. Accordingly, the

Filing Documents

• d861296d8k.htm (8-K) — 49KB
• d861296dex41.htm (EX-4.1) — 809KB
• d861296dex42.htm (EX-4.2) — 804KB
• d861296dex43.htm (EX-4.3) — 35KB
• d861296dex101.htm (EX-10.1) — 22KB
• d861296dex991.htm (EX-99.1) — 24KB
• g861296g1010043940019.jpg (GRAPHIC) — 4KB
• 0001193125-24-237274.txt ( ) — 2265KB
• bbgi-20241008.xsd (EX-101.SCH) — 3KB
• bbgi-20241008_lab.xml (EX-101.LAB) — 18KB
• bbgi-20241008_pre.xml (EX-101.PRE) — 11KB
• d861296d8k_htm.xml (XML) — 4KB

Use of Proceeds

Use of Proceeds The net proceeds from the offering of New Notes, along with cash on hand, were used to purchase the Existing Notes tendered in the offer to purchase up to $68.0 million of Existing Notes at a purchase price of 62.5%. The foregoing description of the New Notes and the New Notes Indenture is not complete and is qualified in its entirety by reference to the full text of the New Notes Indenture, including the form of New Notes contained therein, a copy of which is filed as Exhibit 4.2 to this Current Report on Form 8-K and is incorporated herein by reference. Supplemental Indenture for Existing Notes On October 8, 2024, the supplemental indenture (the "Supplemental Indenture"), by and between the Issuer and Wilmington Trust, National Association, the trustee and collateral agent for the Existing Notes, became effective, amending the provisions of the indenture, dated February 2, 2021, by and among the Issuer, the guarantors thereto and Wilmington Trust, National Association, as the trustee and the collateral agent governing the Existing Notes. The foregoing description is qualified by the full text of the Supplemental Indenture, a copy of which is filed as Exhibit 4.3 to this Current Report on Form 8-K and is incorporated herein by reference. Common Stock Purchase Agreement On October 8, 2024, the Company entered into a common stock purchase agreement (the "Purchase Agreement") for the issuance and sale of 56,864 shares of Class A Common Stock of the Company (the "Purchased Shares") to Beasley Family Towers, LLC at an offering price of approximately $12.31 per share, for gross proceeds of $700,000. The Purchase Agreement contains customary representations and warranties, and the closing of the sale of the Purchased Shares pursuant to the Purchase Agreement occurred on October 8, 2024. The Company expects to use the net proceeds from the Purchased Shares to fund the $700,000 cash payment made to the exchanging holders of Existing Notes i

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Indenture for the Exchange Notes, dated as of October 8, 2024, by and among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent (including the form of Note). 4.2 Indenture for the New Notes, dated as of October 8, 2024, by and among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent (including the form of Note). 4.3 Supplemental Indenture, dated as of October 8, 2024, by and between the Issuer and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 8.625% Senior Notes due 2026. 10.1 Beasley Broadcast Group, Inc. Common Stock Purchase Agreement, dated October 8, 2024. 99.1 Press Release. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 5 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. BEASLEY BROADCAST GROUP, INC. Date: October 15, 2024 By: /s/ Marie Tedesco Marie Tedesco Chief Financial Officer 6