Beasley Broadcast Group Extends Withdrawal Deadline, Expiration Date and Subscription Form Delivery Date of Previously Announced Exchange Offer and Tender Offer
Beasley Broadcast Group (Nasdaq: BBGI) has extended the deadlines for its previously announced exchange offer, tender offer, and new notes offering. The Withdrawal Deadline, Expiration Date, and Subscription Form Delivery Date have been extended to 5:00 P.M., New York City time, on October 4, 2024. The Settlement Date is now set for October 8, 2024. This extension was granted at the request of certain key holders of the existing 8.625% Senior Secured Notes due 2026 to adjust their participation in the Tender Offer and Exchange Offer.
As of September 30, 2024, approximately 93% of outstanding Existing Notes have been submitted for tender or exchange. The company expects the total number of Existing Notes tendered or exchanged by the requesting holders to remain unchanged after accommodating this request.
Beasley Broadcast Group (Nasdaq: BBGI) ha esteso le scadenze per la sua offerta di scambio, offerta di acquisto e offerta di nuove note precedentemente annunciate. La scadenza per il ritiro, la data di scadenza e la data di consegna del modulo di iscrizione sono state prorogate fino alle 17:00, ora di New York, del 4 ottobre 2024. La data di regolamento è ora fissata per 8 ottobre 2024. Questa estensione è stata concessa su richiesta di alcuni detentori chiave delle attuali note garantite senior al 8,625% in scadenza nel 2026, per adeguare la loro partecipazione nell'Offerta di Acquisto e nell'Offerta di Scambio.
Al 30 settembre 2024, circa il 93% delle note esistenti ancora in circolazione sono state presentate per l'acquisto o lo scambio. L'azienda si aspetta che il numero totale di note esistenti presentate per l'acquisto o lo scambio dai detentori richiedenti rimanga invariato dopo aver accolto questa richiesta.
Beasley Broadcast Group (Nasdaq: BBGI) ha extendido los plazos para su oferta de intercambio, oferta de compra y nueva oferta de notas previamente anunciadas. La fecha de retiro, la fecha de expiración y la fecha de entrega del formulario de suscripción se han extendido hasta las 5:00 P.M., hora de la ciudad de Nueva York, el 4 de octubre de 2024. La fecha de liquidación ahora se establece para el 8 de octubre de 2024. Esta extensión fue otorgada a solicitud de ciertos tenedores clave de las notas garantizadas senior existentes al 8.625% con vencimiento en 2026, para ajustar su participación en la Oferta de Compra y la Oferta de Intercambio.
Hasta el 30 de septiembre de 2024, aproximadamente el 93% de las notas existentes en circulación han sido presentadas para la compra o el intercambio. La compañía espera que el número total de notas existentes presentadas para la compra o el intercambio por los tenedores solicitantes permanezca sin cambios tras la aceptación de esta solicitud.
Beasley Broadcast Group (Nasdaq: BBGI)는 이전에 발표된 교환 제안, 매수 제안 및 새로운 증권 제안의 마감 기한을 연장했습니다. 철회 마감, 만료일, 구독 양식 제출 마감일이 2024년 10월 4일 오후 5시, 뉴욕 시간까지 연장되었습니다. 정산일은 이제 2024년 10월 8일로 설정되었습니다. 이 연장은 2026년 만기 8.625% 보장 선순위 노트의 기존 주요 보유자들의 요청에 따라 매수 제안 및 교환 제안에 대한 그들의 참여를 조정하기 위해 허용되었습니다.
2024년 9월 30일 현재, 약 93%의 발행된 기존 노트가 매수 또는 교환을 위해 제출되었습니다. 회사는 요청한 보유자들이 제출한 기존 노트의 총 수가 이 요청을 수용한 후에도 변동이 없을 것으로 예상하고 있습니다.
Beasley Broadcast Group (Nasdaq: BBGI) a prolongé les délais de son offre d'échange, de son offre de rachat et de son offre de nouvelles notes précédemment annoncées. La date limite de retrait, la date d'expiration et la date de livraison du formulaire d'abonnement ont été prolongées jusqu'à 17h00, heure de New York, le 4 octobre 2024. La date de règlement est maintenant fixée au 8 octobre 2024. Cette prolongation a été accordée à la demande de certains détenteurs clés des obligations sécurisées senior existantes de 8,625% arrivant à échéance en 2026, afin d'ajuster leur participation à l'offre de rachat et à l'offre d'échange.
Au 30 septembre 2024, environ 93% des obligations existantes en circulation ont été soumises pour rachat ou échange. L'entreprise s'attend à ce que le nombre total d'obligations existantes rachetées ou échangées par les détenteurs demandeurs reste inchangé après avoir satisfait cette demande.
Beasley Broadcast Group (Nasdaq: BBGI) hat die Fristen für sein zuvor angekündigtes Austauschangebot, Kaufangebot und neue Anleiheangebote verlängert. Die Rücktrittsfrist, das Ablaufdatum und das Zubehörlieferdatum für das Anmeldeformular wurden bis 17:00 Uhr, New Yorker Zeit, am 4. Oktober 2024 verlängert. Das Abreisedatum ist nun auf 8. Oktober 2024 festgelegt. Diese Verlängerung wurde auf Anfrage bestimmter wichtiger Inhaber der bestehenden 8,625% Senior Secured Notes mit Fälligkeit 2026 gewährt, um ihre Teilnahme am Kauf- und Austauschangebot anzupassen.
Am 30. September 2024 waren ungefähr 93% der ausstehenden bestehenden Noten zum Kauf oder Austausch eingereicht worden. Das Unternehmen erwartet, dass sich die Gesamtzahl der von den anfragenden Inhabern angebotenen oder getauschten bestehenden Noten nach Berücksichtigung dieser Anfrage nicht ändern wird.
- High participation rate with 93% of outstanding Existing Notes submitted for tender or exchange
- Extension of deadlines allows key holders to adjust their participation, potentially improving the offer's success
- Extension of deadlines may indicate complications or uncertainties in the offering process
Insights
This news about Beasley Broadcast Group's extension of their exchange and tender offer deadlines is moderately impactful for investors. The key points are:
- The company has extended the deadlines for their exchange offer, tender offer and new notes offering to October 4, 2024.
- Approximately
93% of outstanding existing notes have been submitted for tender or exchange, indicating strong participation. - The extension was requested by key holders to adjust their participation, but the total number of notes tendered or exchanged is expected to remain unchanged.
This extension suggests that the company is working closely with major noteholders to optimize the restructuring of their debt. The high participation rate is a positive sign, indicating that noteholders are generally supportive of the company's refinancing efforts. However, the need for an extension also implies some complexity in finalizing the deal structure.
For investors, this refinancing could potentially improve BBGI's capital structure and financial flexibility, which is important given the challenging environment for broadcast media companies. The successful completion of this offer could lead to reduced interest expenses and extended debt maturities, positively impacting the company's financial health in the long term.
NAPLES, Fla., Oct. 01, 2024 (GLOBE NEWSWIRE) -- 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
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) 835-8500
bbgi@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.
FAQ
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