Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
On February 2, 2021, Beasley Mezzanine Holdings, LLC (the “Issuer”), a direct, wholly owned subsidiary of Beasley
Broadcast Group, Inc. (the “Company”), issued $300.0 million in aggregate principal amount of 8.625% Senior Secured Notes due 2026 (the “Notes”). The Notes were issued pursuant to an indenture, dated February 2, 2021
(the “Indenture”), among the Issuer, the guarantors named therein and Wilmington Trust, National Association, as trustee and collateral agent. The Notes pay interest semi-annually in arrears. The Notes were offered in a private placement
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 to certain non-U.S. persons in
transactions outside of the United States in reliance on Regulation S under the Securities Act.
Optional Redemption Provisions and Change of Control
Repurchase Right
At any time prior to February 1, 2023, the Issuer may redeem all or a part of the Notes at a redemption price
equal to 100.0% of the principal amount of the Notes redeemed, plus a “make-whole” premium as set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.
In addition, at any time prior to February 1, 2023, the Issuer may redeem up to 40.0% of the aggregate principal amount of the Notes at a
redemption price equal to 108.6250% of the principal amount thereof, together with accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, with the net cash proceeds from certain equity offerings, subject to certain
conditions.
Furthermore, until the date that is 120 days after the issue date, the Issuer may redeem up to 35.0% of the aggregate
principal amount of the Notes at a redemption price equal to 104.3125% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, with the net cash proceeds of any loan received
pursuant to certain regulatory debt facilities made available in response to the COVID-19 pandemic.
In connection with any tender offer or other offer to purchase Notes, including pursuant to a Change of Control or Asset Sale Offer, each as
defined in the Indenture, if not less than 90.0% of the Notes outstanding 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 Notes that remain outstanding
following such purchase at a price equal to the price paid to holders of the Notes in such purchase. The holders of the Notes will also have the right to require the Issuer to repurchase their Notes upon the occurrence of a change in control, at an
offer price equal to 101.0% of the principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase.
Ranking and Security
The Notes and
related guarantees are the Issuer’s and the guarantors’ senior secured obligations and are secured on a first-lien priority basis by the Collateral, as defined in the Indenture, owned by the Issuer and each guarantor, subject to certain
exceptions, limitations and permitted liens. The Notes are guaranteed by the Company and each of the Issuer’s existing domestic majority owned subsidiaries and will be guaranteed by certain future material domestic majority owned subsidiaries.
Under the terms of the Indenture, the Notes and related guarantees rank pari passu in right of payment with all senior indebtedness of the Issuer and each guarantor and contractually senior in right of payment to any future indebtedness of
the Issuer and each guarantor that is subordinated in right of payment to the Notes and the guarantees, if any. The Notes and the guarantees are effectively senior in right of payment to any unsecured indebtedness of the Issuer and each guarantor
and indebtedness of the Issuer and each guarantor secured by liens junior to the liens securing the Notes, in each case, to the extent of the value of the Collateral, effectively subordinated to any indebtedness of the Issuer and each guarantor that
is secured by liens on assets that do not constitute Collateral to the extent of the value of the assets securing such indebtedness, and structurally subordinated to all existing and future indebtedness and other liabilities (including trade
payables) of all non-guarantor subsidiaries of the Issuer.
Restrictive Covenants
The Indenture contains covenants that limit the Issuer’s (and its restricted subsidiaries’) ability 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 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 the Issuer’s or its subsidiaries’ assets; enter into transactions with affiliates; prepay certain kinds of indebtedness; and issue or sell stock of the such subsidiaries. Many of the
covenants contained in the Indenture will not be applicable, and the subsidiary guarantees of the Notes will be released, during any period when the Notes have an investment grade rating.