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Beasley Broadcast Group Launches Exchange Offer, New Notes Offering, Tender Offer and Consent Solicitations with Respect to Existing Notes

NAPLES, Fla., Sept. 6, 2024 (GLOBE NEWSWIRE) — Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the “Company”), a multi-platform media company, today announced that its wholly owned subsidiary, Beasley Mezzanine Holdings, LLC (the “Publisher”), an exchange offer has been initiated (the “Exchange offer”) on the basis of which holders (the “Existing bondholders”) may exchange their outstanding 8.625% Senior Secured Notes due 2026 (the “Existing notes”) in: (i) newly issued 9.200% Senior Secured Notes due August 1, 2028 (the “Exchange notes”) at an exchange ratio of 95.0% of the aggregate principal amount (or $950 per $1,000 principal amount) of the existing notes tendered for exchange; (ii) a pro rata portion of 3,588,495 shares of Class A common stock of the Company (the “Exchange shares”), based on pro rata ownership of the Exchange Notes issued by the Issuer, in accordance with the terms and conditions set out in the Exchange Offer Memorandum and Consent Solicitation Statement, dated September 5, 2024 (the “Stock Market Offering Memorandum”) and (iii) a consent fee of $5.00, in each case per $1,000 principal amount of the existing notes tendered (together with the Exchange Notes and Exchange Shares, the “Exchange fee”). A holder of approximately 73% of the Existing Notes has entered into a transaction support agreement to support the Exchange Offer, subject to certain customary conditions, including a minimum participation condition (the “TSA Minimum Participation Condition”) requiring 100% of the Existing Noteholders to participate in the Exchange Offer or the Tender Offer (as described below).

Caroline Beasley, Chief Executive Officer of Beasley Media Group, said: “We are very pleased to announce both the launch of this transaction and the support of a holder of approximately 73% of our outstanding debt. We believe that this transaction, when completed, will provide meaningful long-term improvements to our balance sheet and deliver value to both creditors and shareholders. This transaction is the product of several months of negotiations and represents an important first step forward in our long-term plan to reduce leverage and position the company for future success.”