Beasley Broadcast amends charter to enable debt-to-equity conversion
Beasley Broadcast Group amended its certificate of incorporation on June 4, 2026, to implement governance provisions tied to an Amended and Restated Transaction Support Agreement with certain debtholders dated April 27, 2026. The amendments establish conditions for conversion of $98,475,254 in aggregate principal amount of 10.000% Senior Secured Second Lien PIK Notes due 2027 into Class A and Class B Common Stock, with conversion rights exercisable by majority holders on or after December 31, 2027, or upon an Event of Default, subject to FCC approval. The Equity Conversion would result in conversion shares representing 95% of fully diluted equity (or reduced percentages depending on cash repayment levels), triggering a potential change of control.
Key facts
- Certificate of Amendment effective June 4, 2026 at 11:59 p.m. Eastern Time
- Amended and Restated Transaction Support Agreement dated April 27, 2026
- $98,475,254 aggregate principal amount of 10.000% Senior Secured Second Lien PIK Notes due 2027, issued May 1, 2026
- Conversion shares represent 95% of fully diluted Class A and Class B Common Stock (or 90%, 85%, 80% if cash payments at par reach 85%, 90%, 95% respectively of original principal)
- Conversion rights exercisable on or after December 31, 2027 or upon Event of Default
- Subject to FCC and other regulatory approvals
- Charter amendment requires unanimous Board approval (including Initial 2L Supporting Holder Director) for any bankruptcy filing
Why it matters
The amendments lock in a debt-to-equity conversion framework that could materially shift ownership and control of Beasley Broadcast to debtholders, contingent on timing and regulatory clearance by the FCC.
Developing story
- NT 10-K
- mathis filing
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Derived from Form 8-K filed June 5, 2026. Not investment advice. View the source filing on SEC.gov →