Beasley Puts The Wheels In Motion On Reverse Stock Split

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If there’s any indication that Beasley Media Group, the publicly traded radio station ownership group founded and today led by members of the Beasley family, is doing whatever it can to stave off a reorganization under debtor-in-possession status, a SEC filing made late Friday perhaps provides the best evidence of those efforts.


As first reported by Streamline Publishing’s Radio Ink, the company known on U.S. financial markets as Beasley Broadcast Group has notified the Securities and Exchange Commission that majority shareholders in the owner of such audio brands as Boston’s “98.5 The Sports Hub,” WMGK and WMMR in Philadelphia and WCSX in Detroit have given their blessing to a reverse stock split.

The ratio of the action, which would allow “BBGI” to regain Nasdaq minimum listing requirement compliance, is between 1-for-5 and 1-for-20. Thus, at the very least, a $3.35 stock valuation — well above the $1 minimum Beasley shares have not reached since August 30, 2023.

This means time is of the essence for Beasley to engineer the stock split, or risk getting booted from the NasdaqCM exchange and end up as an over-the-counter stock — an action seen by industry peer Audacy Inc., which in February received swift approval from a Houston federal bankruptcy judge to move ahead with a restructuring plan under strict scrutiny by the FCC for its resulting majority shareholder. That would be Soros Fund Management, led by liberal activist George Soros.

In October 2016, Cumulus Media also engineered a reverse stock split. That company also completed a restructuring after voluntary filing for Chapter 11 bankruptcy protection.

For months, industry observers have suggested that Beasley Media Group is the next to seek a restructuring under voluntary Chapter 11 protection. To date, no such actions have been taken, or is there any indication that Beasley is even thinking of the move. That said, the company is presently engaged in a belt-tightening that sees popular air personalities getting added to other company stations. In Boston, a quick cash-infusion in the millions of dollars will be seen from a new arrangement that puts Bloomberg Radio on a full-signal FM, with an underperforming Rock format shifting to an AM, FM translator and HD Radio multicast triumvirate of broadcast facilities.

A freshly filed SEC filing shows that Beasley shareholders were notified of the pending reverse stock split, and that their proxy votes are not necessary for the action to transpire.

“The Board of Directors of the company has unanimously determined that it is advisable and in the best interests of the company and its stockholders to approve and adopt an amendment to the Certificate of Incorporation to authorize the Reverse Stock Split,” Beasley General Counsel Chris Ornelas said in the filing.

The board will make the final determination as to the ratio of the stock split.

Who are the key shareholders of Beasley Media Group?

As shown below, “entities affiliated with the Beasley family” and three family members including CEO Caroline Beasley have a significant stake in the company founded by George Beasley.

— Additional reporting by Cameron Coats

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