Beasley and Investors Heading Toward Refinancing Agreement
On Friday (3/20), Beasley Broadcast Group filed a Form 8-K with the Securities and Exchange Commission revealing it is entering into a Transaction Support Agreement with 98.7% of holders 11.000% Senior Secured First Lien Notes due 2028 and 76.5% of the aggregate
outstanding principal amount of the 9.200% Senior Secured Second Lien Notes due 2028. This exchange offer includes an exchange of all of the Existing Second Lien Notes for newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 at an exchange ratio of 50.0% of the aggregate principal amount of the Existing Second Lien Notes tendered for exchange, and an offer to purchase up to $15,899,000 of the Existing First Lien Notes at a price equal to 100% of the par value thereof.
The upshot of this is that if these offers are accepted, lien holders will have a lot of control over how the company operates. They will be allowed to appoint a director to sit on the company’s board of directors. But the most telling part of this plan is that it allows for lien holders to exchange their debt for equity – meaning they could assume control of the company. Beasley provided “cleansing information” to lien holders in the form of a profit & loss statement ahead of its 2025 Q4 and 2025 full year financial statements that indicates a significant decline in audio net revenue “driven by continued weakness across the industry as a result of reduced consumer sentiment.” We’ll know soon enough whether this goes forward as the Transaction Support Agreement will terminate on May 15, 2026 if it’s not consummated.
reduction and asset-optimization initiatives, it went into refinancing mode in May of 2024, pushing loans that matured in 2026 into 2029. The filing states, “Despite these measures, ongoing industry revenue declines and macroeconomic headwinds continued to constrain liquidity and free cash flow. As a result of these various pressures, in the last quarter of 2025, the Company, with the assistance of its advisors, began to explore various strategic alternatives and potential liquidity-enhancing transactions. After considering the available options, the Debtors and their advisors determined that the best path forward was to implement a comprehensive recapitalization transaction either out-of-court or through the filing of prepackaged chapter 11 cases.” The key provisions of the Plan are: “2029 Secured Claims will be canceled in exchange for 95% of the equity in the reorganized Company” and “Other Funded Debt Claims will be canceled in exchange for 5% of the equity in the reorganized Company.” Additionally, the current Board of Directors will be discharged and it will be up to the new Board whether it keeps any or all of the current organization’s corporate officers. 
Townsquare’s Cash Flow from Operations increased 35% year-over-year to $68 million, or approximately $4.07 per basic share based on shares outstanding as of March 28, 2024. Pro forma for this transaction, Cash Flow from Operations per basic share increased to approximately $4.47, representing accretion of approximately 10%. Following the transaction, the Company has 15.2 million shares outstanding. Townsquare CEO Bill Wilson says, “We are very pleased to share that we have repurchased just under 10% of our total shares outstanding in an immediately accretive transaction for our shareholders. Since 2021, we have repurchased 16.2 million shares at an average price of $7.19, while simultaneously reducing leverage. The strong cash generation characteristics of our business model, which produced $68 million of cash flow from operations in 2023, has afforded us the opportunity to accretively repurchase equity and debt, while also investing internally in our digital growth engine. In addition, we introduced a high-yielding dividend in 2023, and recently increased it by 5%. Our dividend has a yield of 7% as of March 28, 2024. With a strong cash balance of $40 million following this transaction, we will retain financial flexibility moving forward and we are confident in our ability to build shareholder value for our investors through long-term net revenue, Adjusted EBITDA and cash flow growth, net leverage reduction, future dividend payments, and potential future share repurchases.”
Class A Common Stock and 1,125,000 shares of Class C Common Stock). The purchase price of $14.6 million was funded with cash on hand. Townsquare CEO Bill Wilson states, “We could not be more pleased to share that given our strong cash position, we were able to repurchase approximately 8.5% of our total shares outstanding (and nearly half of MSG’s ownership in Townsquare), capturing a positive return for our shareholders. Due to our strong cash flow generation, we have demonstrated Townsquare’s ability to support a high-yield dividend and repurchase debt and equity, while also simultaneously investing in the future of our digital growth engine. This repurchase is immediately accretive to shareholders and we thank our board of directors for their vote of confidence in our medium and long-term business plan to grow revenue and profits.”