BBGI Beasley Broadcast Group Inc

Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the “Company”), a multi-platform media company, today announced that the Withdrawal Deadline, Expiration Date and Subscription Form Delivery Date in connection with the previously announced exchange offer (the “Exchange Offer”), tender offer (the “Tender Offer”), and offering of new notes (the “New Notes Offer” and together with the Exchange Offer and the Tender Offer, collectively, the “Offers”) by its wholly owned subsidiary, Beasley Mezzanine Holdings, LLC (the “Issuer”), have been extended to 5:00 P.M., New York City time, on October 4, 2024, unless further extended. The Settlement Date has been extended to October 8, 2024, unless further extended.

The extension was granted at the request of certain key holders (the “Holders”) of the existing 8.625% Senior Secured Notes due 2026 (the “Existing Notes”) to amend their relative participation in the Tender Offer and the Exchange Offer. As of 5:00 pm on September 30, 2024, approximately 93% of outstanding Existing Notes have been submitted for tender or exchange in the Offers. The Company anticipates that after accommodating this request the total number of Existing Notes tendered or exchanged by the requesting Holders will remain unchanged.

Full details of the terms and conditions of the Offers are described in the Exchange Offer Memorandum, dated as of September 5, 2024, as amended on September 19 (the “Exchange Offer Memorandum”) and as supplemented by the supplement dated September 30, 2024 (the “Supplement”). The Offers are only being made pursuant to, and the information in this press release is qualified in its entirety by reference to, the Exchange Offer Memorandum and the Supplement, which are being made available to existing noteholders of the Existing Notes. Existing noteholders of the Existing Notes are encouraged to read the Exchange Offer Memorandum and the Supplement, as they contain important information regarding the Offers and the solicitation of consents related to proposed amendments to the indenture governing the Existing Notes (the “Consent Solicitation”). This press release is neither an offer to purchase nor a solicitation of an offer to buy any Existing Notes in the Offers.

Requests for the Exchange Offer Memorandum, the Supplement and other documents relating to the Offers may be directed to D.F. King & Co., Inc., the exchange agent and information agent for the Offers, toll free at (866) 207-3626 or via email at beasley@dfking.com.

None of the Company, any of its subsidiaries or affiliates, or any of their respective officers, boards of directors, members or managers, Moelis & Company LLC, as dealer manager and solicitation agent, the exchange agent and information agent or the trustee of the Existing Notes or the New Notes is making any recommendation as to whether existing noteholders should tender any Existing Notes in response to the Offers or Consent Solicitation, and no one has been authorized by any of them to make such a recommendation.

The Offers are not being made to existing noteholders of the Existing Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the Offers are required to be made by a licensed broker or dealer, the Offers will be deemed to be made on behalf of the Company and the Issuer by the dealer manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The Exchange Notes, the New Notes and the Exchange Shares have not been and will not be registered under the federal securities laws or the securities laws of any state or any other jurisdiction. We are not required to register the Exchange Notes, the New Notes and the Exchange Shares for resale under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction and are not required to exchange the Existing Notes for notes registered under the Securities Act or the securities laws of any other jurisdiction and we have no present intention to do so. The offering is being made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act, only to persons reasonably believed to be qualified institutional buyers (as defined in Rule 144A under the Securities Act) and outside the United States to non-U.S. persons (as defined in Regulation S under the Securities Act). We refer to the holders of Existing Notes who have certified that they are eligible to participate in the Offers and Consent Solicitation pursuant to at least one of the foregoing conditions as “Eligible Holders.” Only Eligible Holders are authorized to participate in the Offers and Consent Solicitation.

About Beasley Broadcast Group

The Company is a multi-platform media company whose primary business is operating radio stations throughout the United States. The Company offers local and national advertisers integrated marketing solutions across audio, digital and event platforms. The Company owns and operate stations in the following markets: Atlanta, GA, Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Fort Myers-Naples, FL, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA, and Tampa-Saint Petersburg, FL. Approximately 20 million consumers listen to the Company’s radio stations weekly over-the-air, online and on smartphones and tablets, and millions regularly engage with the Company’s brands and personalities through digital platforms such as Facebook, Twitter, text, apps and email.

Contact

Joseph Jaffoni, Jennifer Neuman JCIR(212) 835-8500bbgi@jcir.com

Heidi Raphael, BBGI(239) 263-5000

Note Regarding Forward-Looking Statements

This release contains “forward-looking statements” about the Company, which relate to future, not past, events. All statements other than statements of historical fact included in this release are forward-looking statements. These forward-looking statements are based on the current beliefs and expectations of the Company’s management and are subject to known and unknown risks and uncertainties. Forward-looking statements, which address the Company’s expected business and financial performance and financial condition, among other matters, contain words such as: “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “may,” “will,” “plans,” “projects,” “could,” “should,” “would,” “seek,” “forecast,” or other similar expressions.

Forward-looking statements, by their nature, address matters that are, to different degrees, uncertain. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that the expectations will be attained or that any deviation will not be material. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. The Company undertakes no obligation to update or revise any forward-looking statements.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements. Factors that could cause actual results or events to differ materially from these forward-looking statements include, but are not limited to:

• risks associated with the exchange or tender of less than 100% of the Existing Notes pursuant to the Offers and the ability of the Supporting Holder to waive the Minimum Participation Condition;
• the Company’s ability to comply with the continued listing standards of the Nasdaq Capital Market;
• risks from social and natural catastrophic events;
• external economic forces and conditions that could have a material adverse impact on the Company’s advertising revenues and results of operations;
• the ability of the Company’s stations to compete effectively in their respective markets for advertising revenues;
• the ability of the Company to develop compelling and differentiated digital content, products and services;
• audience acceptance of the Company’s content, particularly its audio programs;
• the ability of the Company to respond to changes in technology, standards and services that affect the audio industry;
• the Company’s dependence on federally issued licenses subject to extensive federal regulation;
• actions by the FCC or new legislation affecting the audio industry;
• increases to royalties the Company pays to copyright owners or the adoption of legislation requiring royalties to be paid to record labels and recording artists;
• the Company’s dependence on selected market clusters of stations for a material portion of its net revenue;
• credit risk on the Company’s accounts receivable;
• the risk that the Company’s FCC licenses and/or goodwill could become impaired;
• the Company’s substantial debt levels and the potential effect of restrictive debt covenants on the Company’s operational flexibility and ability to pay dividends;
• risks related to the Exchange Notes and the New Notes;
• the Company’s ability to comply with debt covenants and service its debt;
• impacts to the value of collateral assets;
• the Company’s ability to consummate the Offers;
• the potential effects of hurricanes on the Company’s corporate offices and stations;
• the failure or destruction of the internet, satellite systems and transmitter facilities that the Company depends upon to distribute its programming;
• disruptions or security breaches of the Company’s information technology infrastructure and information systems;
• the loss of key personnel;
• the Company’s ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto and their impact on the Company’s financial condition and results of operations;
• the fact that the Company is controlled by the Beasley family, which creates difficulties for any attempt to gain control of the Company; and
• other economic, business, competitive, and regulatory factors affecting the businesses of the Company, as discussed in more detail in the Company’s filings with the SEC.

Although the Company believes the expectations reflected in any of its forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of its forward-looking statements. The Company does not intend, and undertake no obligation, to update any forward-looking statement.