Beasley Files Amended and Restated Certificate of Incorporation that Outlines Potential Major Transfer of Ownership Control

On Thursday (6/4), Beasley Broadcast Group filed a FORM 8-K revealing an Amended and Restated Certificate of Incorporation with the Securities Exchange Commission that outlines the mechanical trigger for a major transfer of ownership control. What it boils down to is the change dictates exactly when certain debt holders can convert their debt into voting company stock (Class A and Class B shares), which will ultimately dilute existing shareholders and shift control of the company to the noteholders. Under the Transaction Support Agreement, eligible debt holders can issue a “Notice of Conversion,” forcing Beasley to issue new shares of Class A and Class B Common Stock to those noteholders, thus giving them control of the company. Beasley can avoid this by paying down its remaining debt of about $110 million before December 31 of 2027. If the above scenario takes place, the FCC would have to approve the license transfers before the noteholders could assume control.