Item 7.01.
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Regulation FD Disclosure.
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On January 21, 2021, Beasley Broadcast Group, Inc. (the Company) announced that its wholly owned subsidiary, Beasley Mezzanine
Holdings, LLC (the Issuer), priced its offering of $300.0 million in aggregate principal amount of 8.625% senior secured notes due 2026 (the Notes) in a transaction (the Offering) exempt from registration
under the Securities Act of 1933, as amended (the Securities Act). The size of the Offering was increased by $20.0 million from the previously announced offering size of $280.0 million. The Notes are expected to be fully and
unconditionally guaranteed by the Company and each of the Companys existing domestic majority owned subsidiaries and certain future material domestic majority owned subsidiaries on a senior secured first-priority basis, subject to certain
exceptions. The Issuer expects to use the net proceeds of this offering to repay in full existing indebtedness under the Companys senior secured credit facilities and certain other indebtedness, with remaining proceeds to be added to the
Issuers balance sheet and used for general corporate purposes. The consummation of the Offering is expected to occur on February 2, 2021, subject to customary conditions.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the complete text of the press
release attached as Exhibit 99.1 to this Current Report on Form 8-K (the Report).
This Report is for information purposes only and is neither an offer to sell nor a solicitation of an offer to buy any security. When issued,
the Notes the Issuer intends to offer will not have been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
The information contained in Item 7.01 of this Report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Note
Regarding Forward-Looking Statements
Statements in this Report that are forward-looking statements are based upon
current expectations and assumptions, and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words or expressions such as intends, expected or
expects or variations of such words and similar expressions are intended to identify such forward-looking statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as
statements about the expected Notes offering. Key risks are described in the Companys reports filed with the Securities and Exchange Commission (SEC) including its annual report on Form 10-K
and quarterly reports on Form 10-Q. Readers should note that forward-looking statements are subject to change and to inherent risks and uncertainties and may be impacted by several factors, including:
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the effects of the COVID-19 pandemic, including its potential effects on
the economic environment and the Companys results of operations, liquidity and financial condition, and the increased risk of impairments of the Companys Federal Communications Commission licenses and/or goodwill, as well as any changes
to federal, state or local government laws, regulations or orders in connection with the pandemic;
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external economic forces that could have a material adverse impact on the Companys advertising revenues and
results of operations; and
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other economic, business, competitive, and regulatory factors affecting the businesses of the Company, including
those set forth in the Companys filings with the SEC.
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The Company undertakes no obligation to update or revise
any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.