With the company’s fourth quarter and full-year 2025 earnings report still awaiting release, Beasley Media Group on Friday confirmed that it has entered into a “Transaction Support Agreement” with the holders of its first and second lien notes due in two years that would trigger an exchange offer.
It’s a move designed to tackle debt leverage at the company founded by the late George Beasley and led by his daughter, Caroline Beasley.
According to a SEC filing, the holders represent 98.7% of the aggregate outstanding principal amount of Beasley’s 11% Senior Secured First Lien Notes due 2028 and 76.5% of the aggregate outstanding principal amount of the company’s 9.2% Senior Secured Second Lien Notes due 2028, and a refinancing plan is being executed.
The plan is to exchange all of the Second Lien Notes for newly issued 10% Senior Secured Second Lien PIK Notes due December 31, 2027, at an exchange ratio of 50% of the aggregate principal amount (or $500 per $1,000 of principal amount) of the notes tendered for exchange. They are subject to a “springing maturity condition.”
To be clear, Beasley wishes to cut the amount owed on the second lien notes in half, raise its interest rate by 0.8%, and pledge to repay the funds to the debtholders one year earlier than under the previous terms.
Beasley could have its work cut out for itself, with 23.5% of noteholders yet to say yes.
Second, Beasley has offered to purchase up to $15,899,000 of the Existing First Lien Notes at par. This is all but likely to happen given the noteholder support.
Meanwhile, the Transaction Support Agreement includes terms that will see Beasley appoint an independent director selected by the noteholders to serve on the Beasley Media Group Board of Directors.
The Initial Supporting Holders also have the right, commencing 270 days after closing of the offers, to propose three candidates for an additional independent director to be selected and appointed by the company and to participate in the formation of a “strategic alternatives committee” of the board of directors.
Importantly, the Transaction Support Agreement provides that actions that could include any insolvency proceeding or bankruptcy filing by Beasley Media Group must be authorized by the independent director appointed pursuant to the TSA.
The filing comes as Beasley Media Group shared estimate FY 2025 financial data that plainly illustrates the financial strain the company has been under over the last two years.
