Beasley Broadcast Group Commences Notes Offering
January 19 2021 - 7:25AM
Beasley Broadcast Group, Inc. (Nasdaq: BBGI) (the “Company”), a
multi-platform media company, announced that its wholly owned
subsidiary, Beasley Mezzanine Holdings, LLC (the “Issuer”), intends
to offer $280.0 million in aggregate principal amount of senior
secured notes (the “Notes”), subject to market and other
conditions, to persons reasonably believed to be qualified
institutional buyers pursuant to Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), and outside the United
States in compliance with Regulation S under the Securities Act.
The Notes are expected to be fully and unconditionally
guaranteed by the Company and each of the Company’s existing
domestic majority owned subsidiaries and certain future material
domestic majority owned subsidiaries on a senior secured
first-priority basis, subject to certain exceptions, limitations
and permitted liens. The Issuer expects to use the net proceeds of
this offering to repay in full existing indebtedness under the
Company’s senior secured credit facilities and certain other
indebtedness, with remaining proceeds to be added to the Issuer’s
balance sheet and used for general corporate purposes.
The Notes and related guarantees will not be registered under
the Securities Act, or any state securities laws, and may not be
offered or sold in the United States absent registration except
pursuant to an exemption from the registration requirements of the
Securities Act and applicable state securities laws.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy any security, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Beasley Broadcast Group
Celebrating its 60th anniversary this year, the Company was
founded in 1961 by George G. Beasley, who remains the Company’s
Chairman of the Board. The Company owns and operates 63 stations
(47 FM and 16 AM) in 15 large- and mid-size markets in the United
States. Approximately 20 million consumers listen to the Company’s
radio stations weekly over-the-air, online and on smartphones and
tablets, and millions regularly engage with the Company’s brands
and personalities through digital platforms such as Facebook,
Twitter, text, apps and email. The Company recently acquired a
majority interest in the Overwatch League’s Houston Outlaws esports
team and owns BeasleyXP, a national esports content hub.
Contact
Beasley Broadcast Group(239) 263-5000email@bbgi.com
Joseph Jaffoni, JCIR(212) 835-8500bbgi@jcir.com
Note Regarding Forward-Looking Statements
Statements in this release 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 Company’s 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:
- the effects of the
COVID-19 pandemic, including its potential effects on the economic
environment and the Company’s results of operations, liquidity and
financial condition, and the increased risk of impairments of the
Company’s 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;
- external economic
forces that could have a material adverse impact on the Company’s
advertising revenues and results of operations;
- the ability of our
radio stations to compete effectively in their respective markets
for advertising revenues;
- our ability to
develop compelling and differentiated digital content, products and
services;
- audience acceptance
of our content, particularly our radio programs;
- our ability to
respond to changes in technology, standards and services that
affect the radio industry;
- our dependence on
federally issued licenses subject to extensive federal
regulation;
- actions by the FCC
or new legislation affecting the radio industry;
- our dependence on
selected market clusters of radio stations for a material portion
of our net revenue;
- credit risk on our
accounts receivable;
- the risk that our
FCC licenses and/or goodwill could become impaired;
- our substantial
debt levels and the potential effect of restrictive debt covenants
on our operational flexibility and ability to pay dividends,
including restrictions on the ability to pay dividends;
- the potential
effects of hurricanes on our corporate offices and radio
stations;
- the failure or
destruction of the internet, satellite systems and transmitter
facilities that we depend upon to distribute our programming;
- disruptions or
security breaches of our information technology
infrastructure;
- the loss of key
personnel;
- our ability to
integrate acquired businesses and achieve fully the strategic and
financial objectives related thereto and their impact on our
financial condition and results of operations;
- the fact that we
are controlled by the Beasley family, which creates difficulties
for any attempt to gain control of the Company; and
- other economic,
business, competitive, and regulatory factors affecting the
businesses of the Company, including those set forth in the
Company’s filings with the SEC.
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.
Beasley Broadcast (NASDAQ:BBGI)
Historical Stock Chart
From Jul 2024 to Aug 2024
Beasley Broadcast (NASDAQ:BBGI)
Historical Stock Chart
From Aug 2023 to Aug 2024