Long-Term Debt |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Long-Term Debt | (4) Long-Term Debt Long-term debt is comprised of the following:
On October 8, 2024, Beasley Mezzanine Holdings, LLC (the “Issuer”), a wholly owned subsidiary of the Company, issued $30.9 million aggregate principal amount of 11.000% Senior Secured First Lien Notes due on August 1, 2028 (the “Existing First Lien Notes”) under an indenture dated October 8, 2024 (the “Existing First Lien Notes Indenture”). Interest on the Existing First Lien Notes accrues at the rate of 11.000% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Existing First Lien Notes are secured on a first-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries. On March 30, 2026, the Company completed the purchase of $15.9 million aggregate principal amount of the Existing First Lien Notes at a purchase price of 100.0% of the par value thereof, plus accrued and unpaid interest (such offer, the “Tender Offer” and, together with the Exchange Offer as defined below, the “Offers”). As of June 30, 2026, $15.0 million aggregate principal amount of the Existing First Lien Notes were outstanding.
On October 8, 2024, the Issuer issued $184.9 million aggregate principal amount of 9.200% Senior Secured Second Lien Notes due on August 1, 2028 (the “Existing Second Lien Notes” and, together with the Existing First Lien Notes, the “Existing Notes”) under an indenture dated October 8, 2024 (the “Existing Second Lien Notes Indenture” and, together with the Existing First Lien Notes Indenture, the “Existing Indentures”). Interest on the Existing Second Lien Notes accrues at the rate of 9.200% per annum and is payable semiannually in arrears on February 1 and August 1 of each year. The Existing Second Lien Notes are secured on a second-lien priority basis by substantially all assets of the Company and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries. As of June 30, 2026, approximately $866,000 aggregate principal amount of the Existing Second Lien Notes were outstanding.
On May 1, 2026 (the “Settlement Date”), the Issuer completed: (i) the exchange (the “Exchange Offer”) of $184.1 million aggregate principal amount of Existing Second Lien Notes (representing approximately 99.5% of the aggregate principal amount then outstanding of the Existing Second Lien Notes) for $98.5 million aggregate principal amount of the Issuer’s newly issued 10.000% Senior Secured Second Lien PIK Notes due 2027 (the “2027 PIK Notes”) at an exchange ratio of 50.0% of the aggregate principal amount of the Existing Second Lien Notes tendered for exchange, plus 50% of accrued and unpaid interest thereof; and (ii) related consent solicitations (the “Consent Solicitations”) to proposed amendments to the Existing Indentures to, among other things, (x) adopt certain proposed amendments to the Existing Indentures (the “Proposed Amendments”) and (y) release all of the collateral securing the Existing Second Lien Notes.
On the Settlement Date, the Issuer entered into (i) a new indenture (the “2027 PIK Notes Indenture”) governing its 2027 PIK Notes, which are fully and unconditionally secured by substantially all of the assets, other than certain excluded property, of the Issuer and the guarantor parties thereto on a senior secured second-priority lien basis, subject to certain exceptions, limitations and permitted liens, in each case with the guarantors thereto and Wilmington Trust, National Association, as trustee and collateral agent and (ii) supplemental indentures (x) amending the provisions of the Existing Indentures and (y) releasing all of the collateral securing the Existing Second Lien Notes. The 2027 PIK Notes Indenture contains restrictive covenants that limit the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, guarantee indebtedness or issue disqualified stock or, in the case of such subsidiaries, preferred stock; pay dividends on, repurchase or make distributions in respect of the Company’s capital stock or make other restricted payments; make certain investments or acquisitions; sell, transfer or otherwise convey certain assets; create liens; enter into agreements restricting certain subsidiaries’ ability to pay dividends or make other intercompany transfers; consolidate, merge, sell or otherwise dispose of all or substantially all of its assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of its subsidiaries.
Interest on the 2027 PIK Notes is payable exclusively in kind and accrues at the rate of 10.000% per annum and is payable semiannually in arrears on April 30 and October 30 of each year, with interest accruing from October 30, 2026, and the first Interest Payment Date being April 30, 2027. The 2027 PIK Notes will mature on December 31, 2027. Pursuant to the springing maturity condition, if (i) on or before September 30, 2027, the Company and its subsidiaries have not entered into one or more binding agreements (subject solely to customary conditions precedent for transactions of the applicable type) for asset sales or debt or equity financings that the Company reasonably determines would yield proceeds, once consummated, sufficient to redeem all of the 2027 PIK Notes and any Existing First Lien Notes outstanding as of September 30, 2027, the 2027 PIK Notes will mature on such date, or (ii) an Event of Default (as defined in the 2027 PIK Notes Indenture) has occurred, the 2027 PIK Notes will mature on the date such Event of Default occurred. The springing maturity condition may be waived, amended or deleted by holders of a majority of the 2027 PIK Notes. The 2027 PIK Notes and related guarantees are secured on a second-lien priority basis by substantially all assets of the Issuer and its majority owned subsidiaries and are guaranteed jointly and severally by the Company and its majority owned subsidiaries. At any time on or after December 31, 2027 (or, if the springing maturity condition has occurred, the date on which the springing maturity condition occurred), or upon the occurrence of an Event of Default, holders of at least a majority in aggregate principal amount of the 2027 PIK Notes then outstanding may elect to convert all outstanding 2027 PIK Notes into shares of Class A common stock and Class B common stock. Upon such equity conversion, subject to obtaining any required regulatory approvals, all outstanding 2027 PIK Notes shall convert into shares representing, in the aggregate, 95% of the issued and outstanding Class A common stock and Class B common stock (calculated on a fully diluted basis) immediately following such conversion; provided that the conversion percentage shall be reduced to 90%, 85% or 80%, respectively, if the Issuer has made cash payments at par to holders in respect of principal of the 2027 PIK Notes equal to at least 85%, 90% or 95%, respectively, of the original aggregate principal amount of 2027 PIK Notes issued on May 1, 2026 (without giving effect to any increase in principal amount resulting from PIK Interest). The equity conversion is subject to obtaining prior approval of the Federal Communications Commission (“FCC”) and compliance with applicable FCC foreign ownership rules.
At any time, the Issuer may redeem all or a part of the 2027 PIK Notes at a redemption price equal to 100% of the principal amount of the 2027 PIK Notes redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. In connection with any tender offer or other offer to purchase 2027 PIK Notes (including pursuant to a Change of Control Offer, as defined in the 2027 PIK Notes Indenture), if not less than 90.0% in aggregate principal amount of the outstanding 2027 PIK Notes are purchased by the Issuer or a third party, the Issuer or such third party will have the right to redeem or purchase, as applicable, all 2027 PIK Notes that remain outstanding following such purchase at the price paid to holders in such purchase, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. The holders of the 2027 PIK Notes also have the right to require the Issuer to repurchase their 2027 PIK Notes upon the occurrence of a Change of Control (as defined in the 2027 PIK Notes Indenture), at an offer price equal to 101% of the aggregate principal amount of the 2027 PIK Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
The 2027 PIK Notes and related guarantees are the Company’s senior secured obligations and are secured on a second-lien priority basis by the Collateral (as defined in the 2027 PIK Notes Indenture), subject to certain exceptions, limitations, Permitted Liens (as defined in the 2027 PIK Notes Indenture) and the intercreditor agreements among the collateral agent for the 2027 PIK Notes, the collateral agent for the Existing First Lien Notes and the lender under the ABL Credit Facility (collectively, the “Intercreditor Agreements”) providing for the relative priorities of their respective security interests in the assets securing the 2027 PIK Notes, the Existing First Lien Notes, the ABL Credit Facility and certain other matters relating to the administration of security interests. The 2027 PIK Notes are guaranteed by the Company’s existing Material Domestic Subsidiaries (other than Excluded Subsidiaries, both as defined in the 2027 PIK Notes Indenture) and will be guaranteed by certain future Material Domestic Subsidiaries. Under the terms of the 2027 PIK Notes Indenture and the Intercreditor Agreements, the 2027 PIK Notes and related guarantees rank junior in right of payment to the Existing First Lien Notes and rank senior in right of payment to any future indebtedness of the Issuer and each Guarantor that is subordinated in right of payment to the 2027 PIK Notes and the guarantees.
On the Settlement Date, supplemental indentures to (i) the Existing First Lien Notes Indenture, by and between the Issuer and Wilmington Trust, National Association, the trustee and collateral agent for the Existing First Lien Notes and (ii) the Existing Second Lien Notes Indenture, by and between the Issuer and Wilmington Trust, National Association, the trustee and collateral agent for the Existing Second Lien Notes, became effective (x) amending the provisions of the Existing Indentures and (y) releasing all of the collateral securing the Existing Second Lien Notes.
On May 1, 2026 (the “Closing Date”), the Company, its indirect wholly owned subsidiary, Beasley Media Group, LLC (the “Borrower”), and certain of the Company’s direct and indirect wholly owned subsidiaries entered into a Loan and Security Agreement (“ABL Credit Agreement”) with Siena Lending Group LLC as lender, which provides for a $35.0 million secured asset-based revolving credit facility (the “ABL Credit Facility”). The maturity date of the ABL Credit Facility is the earlier of (i) May 1, 2029 and (ii) the Term Debt Maturity Date (as defined in the ABL Credit Agreement). Subject to certain conditions and consent of the lender, the ABL Credit Facility may be increased by $10.0 million for a total facility size up to $45.0 million. Borrowings under the ABL Credit Facility may be used to pay fees, costs and expenses incurred with the transactions contemplated by the ABL Credit Facility, for working capital and other purposes permitted by the ABL Credit Agreement. Amounts borrowed under the ABL Credit Facility may be repaid and reborrowed from time to time. On the Closing Date, the Company drew $15.1 million under the ABL Credit Facility. As of June 30, 2026, $15.0 million remains outstanding and $20.0 million remains available and unfunded under the ABL Credit Facility. The Company incurred $2.7 million in debt issuance costs related to the ABL Credit Facility, which are presented as a deferred asset within other assets in the consolidated balance sheet as of June 30, 2026. These issuance costs are being amortized over the life of the ABL Credit Facility as interest expense on a straight-line basis.
Availability of borrowings under the ABL Credit Facility is subject to a borrowing base calculated based on the value of certain eligible billed and unbilled accounts receivable of the loan parties. Loans under the ABL Credit Facility will bear interest at a floating rate per annum equal to the greater of (x) a term-SOFR based rate plus an applicable margin of 4.25% and (y) 6.75%. The ABL Credit Facility requires that the Borrower maintain liquidity of $5.0 million which is increased to $6.0 million if proceeds from asset sales permitted under the ABL Credit Agreement exceed $30.0 million. The Borrower is also required to have the outstanding principal balance of loans and letters of credit equal or exceed (i) $15.0 million prior to the first anniversary of the ABL Credit Facility and (ii) $10.0 million from and after the first anniversary of the ABL Credit Facility. Subject to certain exceptions and materiality qualifiers, the ABL Credit Facility includes certain customary affirmative and negative covenants, which, among other things, restrict the ability of the Borrower and the guarantors, subject to certain exceptions, to incur debt, grant liens, make restricted payments and investments, issue equity, sell or lease assets, dissolve or merge with another entity, enter into transactions with affiliates, change their business, prepay debt and amend their organizational and material agreements. The ABL Credit Facility also contains customary events of default, including for the failure of the Borrower and guarantors to comply with the various financial, negative and affirmative covenants under the ABL Credit Facility and any events of default that occur under the 2027 PIK Notes Indenture or the Existing First Lien Notes Indenture. An event of default under the ABL Credit Facility would similarly result in an event of default under the 2027 PIK Notes Indenture and the Existing First Lien Notes Indenture. During the existence of an event of default (as defined under the ABL Credit Facility), the lender has a right to, among other available remedies, terminate the commitments and/or declare all outstanding loans and accrued interest and fees under the ABL Credit Facility to be immediately due and payable.
In light of (i) the Company’s default on the Existing Second Lien Notes, (ii) substantial doubt about the Company’s ability to continue as a going concern, (iii) the insufficiency of the Company’s then current projected cash flows to service the debt to maturity absent a refinancing, and (iv) the concessions granted by the holders of the Existing Notes (as described above), the debt restructuring completed in May 2026 was accounted for as a troubled debt restructuring. In accordance with ASC 470-60, the carrying amount of the debt was first reduced by $1.2 million in fees paid to the lenders in connection with the May 2026 debt restructuring. Because the aggregate undiscounted future principal and interest payments under the Existing Notes and 2027 PIK Notes were less than the resulting net carrying amount of the Existing Notes at the time of the debt restructuring, the carrying amount of the debt was further adjusted to equal those future principal and interest payments, and the Company recognized a gain on debt restructure of $98.5 million. The Company incurred $6.7 million in debt restructuring costs, primarily consisting of legal fees, financial advisory services, and other professional expenses directly related to the debt restructuring, which reduced the gain recognized. In accordance with ASC 470-60-35-6, all future cash flows (i.e., principal and interest payments) under the 2027 PIK Notes and Existing First Lien Notes will reduce the carrying amount of the debt and, generally, no interest expense will be recognized.
Pursuant to the terms of the Amended and Restated Transaction Support Agreement entered into by the Company on April 27, 2026 (the “A&R TSA”), after the closing of the Offers on May 11, 2026, the Company appointed an independent director selected by the Initial 2L Supporting Holder (as defined in the A&R TSA) as a member of the Company’s Board of Directors. The A&R TSA also grants the Initial 2L Supporting Holder the right, commencing 270 days after the closing of the transactions, to propose candidates for an additional independent director to be appointed to the Company’s Board of Directors. Similarly, the A&R TSA grants the Initial 1L Supporting Holder (as defined in the A&R TSA) the right, commencing 360 days after the closing of the transactions and subject to certain conditions (including that the Existing First Lien Notes have not been repaid in full), to propose candidates for an additional independent director to be appointed to the Company’s Board of Directors. In addition, the A&R TSA provides that certain actions, including any insolvency proceeding or bankruptcy filing of the Company, must be authorized by the independent director appointed pursuant to the A&R TSA. |
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