Beasley Media Group has until December 31, 2027, to pay down its debt. But even if it pays back nearly every dollar, debtholders could still walk away with 80% of the company. That’s the math embedded in a charter amendment filed June 4 and signed by CEO Caroline Beasley.
The amendment legally enshrines a conversion pathway into Beasley’s certificate of incorporation: holders of a majority in aggregate principal of the company’s senior secured notes may elect, at the end of 2027 or upon an event of default, to convert what they’re owed into equity representing 95% of the company on a fully diluted basis, leaving current shareholders with 5%.
The conversion percentage steps down based on how much of the original principal Beasley retires in cash before the deadline: 90% ownership if Beasley pays back at least 85% of principal, 85% if it pays back at least 90%, and 80% if it pays back at least 95%. But PIK interest accruals, which compound as additional principal rather than requiring cash payments, do not count toward those thresholds.
The only scenario in which current shareholders retain full control is complete retirement of all outstanding notes plus all accrued PIK interest before the deadline.
At the center of the arrangement are $98,475,254 in 10% Senior Secured Second Lien Payment in Kind Notes that emerged from April’s debt restructuring. The exchange retired $15.9 million in First Lien Notes and swapped $184.1 million in Second Lien Notes at 50 cents on the dollar for the new PIK Notes, reducing total debt from approximately $220 million to approximately $110 million.
The restructuring also reshaped Beasley’s boardroom. Jeffrey Goldberg fills a newly created independent director appointment secured by noteholders as a condition of the transaction support agreement. Simultaneously, Beasley formed a Strategic Alternatives Committee, a body that typically oversees a formal review of options, including asset sales, mergers, or recapitalizations. Goldberg is its first named member.
The charter amendment additionally requires unanimous board approval, including sign-off from the noteholder-designated director, before Beasley or any affiliate can initiate a bankruptcy filing.
