NAPLES, Fla., April 23, 2026 /PRNewswire/ -- Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the "Company"), a multi-platform media company, today announced that the Early Second Lien Tender Date, the Exchange Offer Withdrawal Deadline, the Tender Offer Expiration Date, the First Lien Consent Solicitation Expiration Date and the Exchange Offer Expiration Date, in connection with the previously announced exchange offer (the "Exchange Offer"), tender offer (the "Tender Offer" and, together with the Exchange Offer, the "Offers") and solicitation of consents related to proposed amendments to the indenture governing the Issuer's (as defined below) 11.000% Senior Secured First Lien Notes due 2028 (the "Existing First Lien Notes") or the indenture governing the Issuer's 9.200% Senior Secured Second Lien Notes due 2028 (the "Existing Second Lien Notes," such indenture, the "Existing Second Lien Notes Indenture" and, the Existing First Lien Notes together with the Existing Second Lien Notes, the "Existing Notes") (the "Consent Solicitations"), as applicable, by its wholly owned subsidiary, Beasley Mezzanine Holdings, LLC (the "Issuer"), have been extended to 5:00 P.M., New York City time, on April 28, 2026, unless further extended. The Tender Offer Settlement Date and the Exchange Offer Settlement Date have been extended to April 30, 2026, unless further extended.

As of the Early First Lien Tender Date, 100% of the Existing First Lien Notes had been tendered, and the Company accordingly accepted $15,899,000 in aggregate principal amount of such tenders in accordance with the terms of the Tender Offer. On March 30, 2026, the Company completed the purchase of $15,899,000 in aggregate principal amount of the Existing First Lien Notes pursuant to the Tender Offer.

As of 5:00 P.M. on April 22, 2026, approximately 99% of the aggregate principal amount of the Existing Second Lien Notes have validly tendered in the Exchange Offer and provided consents to the proposed amendments to the Existing Second Lien Notes Indenture.

Full details of the terms and conditions of the Offers are described in the Confidential Offer Memorandum Solicitation Statement, dated as of March 20, 2026 (the "Exchange Offer Memorandum") and as supplemented by (i) that certain Supplement to the Exchange Offer Memorandum, dated as of April 1, 2026, (ii) that certain Supplement No. 2 to the Exchange Offer Memorandum, dated as of April 9, 2026, (iii) that certain Supplement No. 3 to the Exchange Offer Memorandum, dated as of April 15, 2026 and (iv) that certain Supplement No. 4 to the Exchange Offer Memorandum, dated as of April 22, 2026 (the "Supplements"). 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 Supplements, which are being made available to holders of the Existing Notes. Holders of the Existing Notes are encouraged to read the Exchange Offer Memorandum and the Supplements, as they contain important information regarding the Offers and the Consent Solicitations. This press release is neither an offer to purchase nor a solicitation of an offer to purchase any Existing Notes or the Issuer's new 10.000% Senior Secured Second Lien PIK Notes due 2027 (the "2027 PIK Notes") in the Offers.

Requests for the Exchange Offer Memorandum, the Supplements 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 (800) 967-7574 or via email at [email protected].

None of the Company, any of its subsidiaries or affiliates, or any of their respective officers, boards of directors, members or managers, the exchange agent and information agent, the trustees of the Existing Notes or the 2027 PIK Notes or the collateral agents of the Existing Notes or the 2027 PIK Notes is making any recommendation as to whether existing noteholders should tender any Existing Notes in response to the Offers or Consent Solicitations, 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 one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

The 2027 PIK Notes have not been and will not be registered under the federal securities laws or the securities laws of any state or any other jurisdiction. The Company is not required to register the 2027 PIK Notes for resale under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction and is not required to exchange the Existing Second Lien Notes for notes registered under the Securities Act or the securities laws of any other jurisdiction and has 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). The Company refers to the holders of Existing Notes who have certified that they are eligible to participate in the Offers and Consent Solicitations pursuant to at least one of the foregoing conditions as "Eligible Holders." Only Eligible Holders are authorized to participate in the Offers and Consent Solicitations.

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 operates stations in the following markets: Augusta, GA, Boston, MA, Charlotte, NC, Detroit, MI, Fayetteville, NC, Las Vegas, NV, Middlesex, NJ, Monmouth, NJ, Morristown, NJ, Philadelphia, PA and Tampa-Saint Petersburg, FL.

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," "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 of less than 100% of the Existing Notes pursuant to the Offers and the ability of the supporting holders to waive the minimum participation condition outlined in the Transaction Support Agreement, dated as of March 20, 2026, by and among the Issuer and the parties thereto;
• the ability of the Company to comply with the continued listing standards of Nasdaq, remain listed on Nasdaq, and make periodic filings with the SEC;
• risks from health epidemics, natural disasters, terrorism, and other catastrophic events;
• external economic forces and conditions that could have a material adverse impact on the Company's advertising revenues and results of operations;
• adverse effects of inflation;
• 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 adapt or 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 Federal Communications Commission ("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 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 2027 PIK Notes;
• impacts to the value of collateral assets;
• the Company's ability to consummate the Offers;
• the potential effects of hurricanes, extreme weather and other climate change conditions 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;
• modifications or interruptions of the Company's information technology infrastructure and information systems;
• the loss of key executives and other key employees;
• the Company's ability to identify, consummate and integrate acquired businesses and stations;
• 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 the Company's forward-looking statements. The Company does not intend, and undertakes no obligation, to update any forward-looking statement.

View original content to download multimedia:https://www.prnewswire.com/news-releases/beasley-broadcast-group-extends-early-second-lien-tender-date-exchange-offer-withdrawal-deadline-tender-offer-expiration-date-first-lien-consent-solicitation-expiration-date-exchange-offer-expiration-date-tender-offer-settlem-302751262.html

SOURCE Beasley Media Group, Inc.