Beasley Cuts Debt, Gives Creditors More Control.

Beasley Media Group is moving to significantly reshape its balance sheet and governance structure after striking a Transaction Support Agreement with major holders of its outstanding debt.

The agreement, disclosed in an SEC filing on Friday, March 20, outlines a refinancing plan backed by creditors representing roughly 98.7% of the company’s first-lien notes and 76.5% of its second-lien notes. The deal is designed to reduce leverage while extending near-term flexibility, though it also introduces new risks tied to execution and potential ownership changes.

At the center of the transaction is an exchange offer that would convert all existing second-lien notes into new 10% senior secured second-lien PIK notes due Dec. 31, 2027. The exchange comes at a 50% ratio — effectively cutting the principal owed in half — while slightly increasing the interest rate and accelerating the maturity timeline.

In tandem, Beasley is offering to repurchase up to $15.9 million of its first-lien notes at par, a move widely expected to be completed given strong creditor support. The transaction also includes consent solicitations to amend existing debt agreements and release collateral tied to the second-lien notes.

Beyond the balance sheet impact, the agreement gives participating noteholders a meaningful role in corporate governance. At closing, creditors will appoint an independent director to the company’s board. Within 270 days, they will also be able to propose candidates for an additional independent director and participate in a newly formed strategic alternatives committee.

The governance provisions go further, requiring approval from the creditor-appointed independent director for certain major actions, including any potential insolvency proceeding or bankruptcy filing. The structure effectively gives lenders a direct say in key strategic decisions as the company navigates its financial challenges.

The new PIK notes include a “springing maturity” tied to Beasley’s ability to execute asset sales or refinancing transactions. If sufficient proceeds are not lined up by Sept. 30, 2027, the debt could come due earlier than scheduled. A breach of governance covenants could also trigger accelerated maturity.

Perhaps most notably, the refinancing introduces a potential path for creditors to take control of the company. Holders of a majority of the new PIK notes will have the option to convert their debt into equity after Dec. 31, 2027. If exercised, that conversion could result in creditors owning up to 95% of Beasley’s fully diluted common equity, subject to regulatory approvals from the Federal Communications Commission and foreign ownership rules.

The company also released so-called “cleansing information” previously shared with noteholders during negotiations, cautioning that the materials were prepared for discussion purposes only and should not be relied upon as forecasts or investment guidance.

Beasley warned that the refinancing remains subject to multiple conditions and may not be completed as structured — or at all. Failure to execute the exchange offer, tender offer, or alternative transactions on favorable terms could materially impact its financial condition.

The agreement is set to terminate as early as May 15, 2026, if the transactions have not been consummated, underscoring the tight timeline facing the broadcaster as it works to stabilize its capital structure.