Beasley Broadcast Group amends charter to implement debt conversion provisions
Beasley Broadcast Group amended its certificate of incorporation on June 4, 2026, to implement governance provisions tied to $98,475,254 in aggregate principal amount of 10.000% Senior Secured Second Lien PIK Notes due 2027 issued May 1, 2026. The charter amendments require unanimous board approval (including an independent 2L director) for bankruptcy filings and establish an equity conversion mechanism whereby holders of a majority of the notes may convert them into class A and class B common stock representing 95% of fully diluted outstanding shares on or after December 31, 2027, or upon an event of default, subject to FCC approval.
Key facts
- Certificate of Amendment filed with Delaware Secretary of State June 4, 2026
- Effective time: 11:59 p.m. Eastern Time on June 4, 2026
- $98,475,254 aggregate principal amount of 10.000% Senior Secured Second Lien PIK Notes due 2027
- 2027 PIK Notes issued May 1, 2026 by Beasley Mezzanine Holdings, LLC (wholly owned subsidiary)
- Equity conversion option available on or after December 31, 2027, or upon event of default
- Conversion shares represent 95% of issued and outstanding class A and class B common stock on a fully diluted basis
- Conversion percentage reduced to 90%, 85%, or 80% if issuer makes cash payments at par equal to at least 85%, 90%, or 95% of original principal, respectively
- Bankruptcy filing requires unanimous board approval including Initial 2L Supporting Holder Director
Why it matters
The amendments establish a potential change of control mechanism and restrict the company's ability to initiate insolvency proceedings without lender consent, materially altering equity holders' rights and governance structure.
Developing story
- NT 10-K
- 8-Kthis filing
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Derived from 8-K filed 2026-06-05. Not investment advice. View the source filing on SEC.gov →