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.
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.