UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Beasley Broadcast Group, Inc.
(Name of Issuer)
Class A Common Stock $0.001 Par Value Per Share
(Title of Class of Securities)
074014101
(CUSIP Number)
Lawrence K. Cagney
Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
212-909-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications
December 29, 2017
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Peter A. Bordes, Jr., individually and as a Trustee of the Peter A. Bordes, Jr. 2009 Gift Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
1,099 | ||||
8 | SHARED VOTING POWER
489,762.45 | |||||
9 | SOLE DISPOSITIVE POWER
1,099 | |||||
10 | SHARED DISPOSITIVE POWER
489,762.45 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
490,861.45 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.05% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* | Excludes 3,595,071.22 shares of Class A Common Stock held by other Reporting Persons as to which Peter A. Bordes, Jr. disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
2
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Cristina Bordes, as a Trustee of the Cristina Bordes 2009 Gift Trust, the Lee Bordes 2015 GRAT #7, the Lee Bordes 2017 GRAT #1 and the Lee Bordes 2017 GRAT #2
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
2,494,522.44 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
2,494,522.44 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,494,522.44 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.57% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* | Excludes 1,591,410.23 shares of Class A Common Stock held by other Reporting Persons as to which Cristina Bordes disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
3
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Stephen F. Lappert, as a Trustee of the Lee Bordes 2015 GRAT #7, the Lee Bordes 2017 GRAT #1, the Lee Bordes 2017 GRAT #2, the Peter A. Bordes, Jr. 2009 Gift Trust, the Cristina Bordes 2009 Gift Trust, the Stephanie Bordes 2009 Gift Trust and the Stephen Bordes 2009 Gift Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,913,472.44 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,913,472.44 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,913,472.44 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.28% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* | Excludes 172,460.23 shares of Class A Common Stock held by other Reporting Persons as to which Stephen F. Lappert disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
4
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Lee Bordes
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
3,913,472.44 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
3,913,472.44 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,913,472.44 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.28% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* | Excludes 172,460.23 shares of Class A Common Stock held by other Reporting Persons as to which Lee Bordes disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
5
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Stephanie L. Bordes, as a Trustee of the Stephanie Bordes 2009 Gift Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
439,425.09 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
439,425.09 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,425.09 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.62% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* | Excludes 3,646,507.58 shares of Class A Common Stock held by other Reporting Persons as to which Stephanie L. Bordes disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
6
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Stephen M. Bordes, as a Trustee of the Stephen Bordes 2009 Gift Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
0 | ||||
8 | SHARED VOTING POWER
489,762.45 | |||||
9 | SOLE DISPOSITIVE POWER
0 | |||||
10 | SHARED DISPOSITIVE POWER
489,762.45 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,762.45 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.04% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN |
* | Excludes 3,596,170.22 shares of Class A Common Stock held by other Reporting Persons as to which Stephen M. Bordes disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
7
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Peter A. Bordes Marital Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of New Jersey | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
171,361,23 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
171,361,23 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
171,361,23 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.41% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | Excludes 3,914,571.44 shares of Class A Common Stock held by other Reporting Persons as to which the Peter A. Bordes Marital Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
8
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Peter A. Bordes, Jr. 2009 Gift Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
489,762.45 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
489,762.45 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,762.45 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.04% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | Excludes 3,596,170.22 shares of Class A Common Stock held by other Reporting Persons as to which the Peter A. Bordes, Jr. 2009 Gift Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
9
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Cristina Bordes 2009 Gift Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
489,762.45 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
489,762.45 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,762.45 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.04% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | Excludes 3,596,170.22 shares of Class A Common Stock held by other Reporting Persons as to which the Cristina Bordes 2009 Gift Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
10
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Stephanie Bordes 2009 Gift Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
439,425.09 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
439,425.09 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
439,425.09 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.62% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | Excludes 3,646,507.58 shares of Class A Common Stock held by other Reporting Persons as to which the Stephanie Bordes 2009 Gift Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
11
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Stephen Bordes 2009 Gift Trust
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of New York | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
489,762.45 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
489,762.45 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
489,762.45 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.04% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | Excludes 3,596,170.22 shares of Class A Common Stock held by other Reporting Persons as to which the Stephen Bordes 2009 Gift Trust disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
12
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Lee Bordes 2015 GRAT #7
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
70,851.22 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
70,851.22 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
70,851.22 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.58% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | Excludes 4,015,081.45 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2015 GRAT #7 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
13
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Lee Bordes 2017 GRAT #1
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
966,954.38 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
966,954.38 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,954.38 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.98% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | Excludes 3,118,978.29 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2017 GRAT #1 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
14
CUSIP No. 074014101 |
1 | NAME OF REPORTING PERSON Lee Bordes 2017 GRAT #2
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY). | |||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐
| |||||
3 | SEC USE ONLY
| |||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO (Please see Item 3) | |||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR (2e)
☐ | |||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION
State of Florida | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 | SOLE VOTING POWER
966,954.38 | ||||
8 | SHARED VOTING POWER
0 | |||||
9 | SOLE DISPOSITIVE POWER
966,954.38 | |||||
10 | SHARED DISPOSITIVE POWER
0 | |||||
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
966,954.38 | |||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
☒* | |||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.98% | |||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO |
* | Excludes 3,118,978.29 shares of Class A Common Stock held by other Reporting Persons as to which the Lee Bordes 2017 GRAT #2 disclaims beneficial ownership. This report shall not be construed as an admission that such person is the beneficial owner of such securities. |
15
AMENDMENT NO. 3 TO SCHEDULE 13D
This Schedule 13D is being filed jointly by the trusts (the Trust Filers) and individuals (in their capacity as trustee or co-trustee of one or more Trust Filers or otherwise) listed in Item 2(a) of this Schedule 13D who may be deemed to beneficially own a certain number of the shares of Class A Common Stock of Beasley Broadcast Group, Inc., a Delaware corporation (the Issuer), par value $.001 per share (the Class A Common Stock), as described herein.
The Schedule 13D (the Schedule) filed by the original Trust Filers on November 14, 2016, as amended and supplemented by Amendment No. 1 filed on May 30, 2017, and Amendment No. 2 filed on July 18, 2017, is hereby amended and supplemented by the Reporting Persons as set forth below in this Amendment No. 3.
Item 4. Purpose of Transaction.
The disclosure in Item 4 is hereby amended by adding the following at the end thereof:
On December 29, 2017, the Issuer, Greater Media and the Stockholders Representative entered into a Settlement Agreement (the Settlement Agreement). Pursuant to the Settlement Agreement, the Trust Filers (i) surrendered or caused to be surrendered to the Issuer an aggregate of 470,480.34 shares of Class A Common Stock and (ii) released to the Issuer an aggregate of 491,524.324 Holdback Shares, held in escrow by the Escrow Agent pursuant to the Escrow Agreement. The shares of Class A Common Stock and Holdback Shares were surrendered and released, as the case may be, pursuant to the Settlement Agreement, in full satisfaction of the Trust Filers obligations with respect to (i) the adjustment to the Purchase Price for the General Media stock in the Merger, pursuant to Section 1.7 of the Merger Agreement, (ii) the disposition of certain radio towers, and related property, by General Media following the Effective Time of the Merger, pursuant to Section 1.7 of the Merger Agreement, (iii) the transition services agreement, dated November 1, 2016, by and between the Issuer and BFTW LLC and (iv) and certain other matters in dispute between the parties thereto. Each share of Class A Common Stock was surrendered and each Holdback Share was released at a price of $4.61 per share. The number of surrendered shares of Class A Common Stock and released Holdback Shares by each Reporting Person is set forth in Item 5 hereto. No funds were exchanged in connection with the surrender of the shares of Class A Common Stock or the return of the Holdback Shares. The foregoing description of the Settlement Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Settlement Agreement filed as Exhibit 6 herewith and incorporated by reference herein.
Item 5. Interest in Securities of the Issuer.
All share percentage calculations in this Schedule 13D are based on 12,124,389 shares of Class A Common Stock outstanding as of October 30, 2017, as reported in the Issuers Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 6, 2017.
(a) and (b) The Reporting Persons may be deemed to beneficially own an aggregate of 4,085,932.67 shares of Class A Common Stock which represents approximately 33.70% of the total shares of the Issuers Class A Common Stock currently outstanding. Each of the Reporting Persons disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of any pecuniary interest, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
Peter A. Bordes, Jr. may be deemed to beneficially own an aggregate of 490,861.45 shares of Class A Common Stock. This aggregate amount represents approximately 4.05% of the shares of Class A Common Stock currently outstanding. He may be deemed to have (a) the sole power to vote or direct the vote of and to dispose of or to direct the disposition of 1,099 shares of Class A
16
Common Stock owned of record personally and (b) the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 489,762.45 shares of Class A Common Stock. As a co-trustee, he may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 489,762.45 shares of Class A Common Stock owned of record by the Peter A. Bordes, Jr. 2009 Gift Trust. He disclaims beneficial ownership, except to the extent of any pecuniary interest, of 489,762.45 shares of Class A Common Stock owned of record by the Peter A. Bordes, Jr. 2009 Gift Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
Cristina Bordes may be deemed to beneficially own an aggregate 2,494,522.44 shares of Class A Common Stock. This aggregate amount represents approximately 20.57% of the shares of Class A Common Stock currently outstanding. As a co-trustee, she may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 2,494,522.44 shares of Class A Common Stock (including 489,762.45 shares of Class A Common Stock owned of record by the Cristina Bordes 2009 Gift Trust and an aggregate of 2,004,759.99 shares of Class A Common Stock owned of record by the Lee Bordes GRATs). She disclaims beneficial ownership, except to the extent of any pecuniary interest, of 489,762.45 shares of Class A Common Stock owned of record by the Cristina Bordes 2009 Gift Trust and an aggregate of 2,004,759.99 shares of Class A Common Stock owned of record by the Lee Bordes GRATs, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
Stephen F. Lappert may be deemed to beneficially own an aggregate of 3,913,472.44 shares of Class A Common Stock. This aggregate amount represents approximately 32.28% of the shares of Class A Common Stock currently outstanding. As a co-trustee, he may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 3,913,472.44 shares of Class A Common Stock (including an aggregate of 1,908,712.46 shares of Class A Common Stock owned of record by the Gift Trusts and an aggregate of 2,004,759.99 shares of Class A Common Stock owned of record by the Lee Bordes GRATs). He disclaims beneficial ownership of an aggregate of 1,908,712.46 shares of Class A Common Stock owned of record by the Gift Trusts and an aggregate of 2,004,759.99 shares of Class A Common Stock owned of record by the Lee Bordes GRATs, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
Lee Bordes may be deemed to beneficially own an aggregate of 3,913,472.44 shares of Class A Common Stock. This aggregate amount represents approximately 32.28% of the shares of Class A Common Stock currently outstanding. By reason of certain asset substitution rights, she may be deemed to have the right to acquire and therefore may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 3,913,472.44shares of Class A Common Stock (including an aggregate of 1,908,712.46 shares of Class A Common Stock owned of record by the Gift Trusts and an aggregate of 2,004,759.99 shares of Class A Common Stock owned of record by the Lee Bordes GRATs). She disclaims beneficial ownership of an aggregate of 1,908,712.46 shares of Class A Common Stock owned of record by the Gift Trusts and an aggregate of 2,004,759.99 shares of Class A Common Stock owned of record by the Lee Bordes GRATs, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
Stephanie L. Bordes may be deemed to beneficially own an aggregate of 439,425.09 shares of Class A Common Stock. This aggregate amount represents approximately 3.62% of the shares of Class A Common Stock currently outstanding. As a co-trustee, she may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 439,425.09 shares of Class A Common Stock owned of record by the Stephanie Bordes 2009 Gift Trust. She disclaims beneficial ownership, except to the extent of any pecuniary interest, of 439,425.09 shares of Class A Common Stock owned of record by the Stephanie Bordes 2009 Gift Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
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Stephen M. Bordes may be deemed to beneficially own an aggregate of 489,762.45 shares of Class A Common Stock. This aggregate amount represents approximately 4.04% of the shares of Class A Common Stock currently outstanding. As a co-trustee, he may be deemed to have the current shared power to vote or direct the vote of and to dispose of or direct the disposition of 489,762.45 shares of Class A Common Stock owned of record by the Stephen Bordes 2009 Gift Trust. He disclaims beneficial ownership, except to the extent of any pecuniary interest, of 489,762.45 shares of Class A Common Stock owned of record by the Stephen Bordes 2009 Gift Trust, and this report shall not be deemed to be an admission that such person is the beneficial owner of such securities.
The Peter A. Bordes Marital Trust may be deemed to beneficially own an aggregate of 171,361.23 shares of Class A Common Stock. Peter A. Bordes, Jr., Cristina Bordes, Stephanie L. Bordes, Stephen M. Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 7 of this Schedule 13D is hereby incorporated by reference.
The Peter A. Bordes, Jr. 2009 Gift Trust may be deemed to beneficially own an aggregate of 489,762.45 shares of Class A Common Stock. Peter A. Bordes, Jr. and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 8 of this Schedule 13D is hereby incorporated by reference.
The Cristina Bordes 2009 Gift Trust may be deemed to beneficially own an aggregate of 489,762.45 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 9 of this Schedule 13D is hereby incorporated by reference.
The Stephanie Bordes 2009 Gift Trust may be deemed to beneficially own an aggregate of 439,425.09 shares of Class A Common Stock. Stephanie Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 10 of this Schedule 13D is hereby incorporated by reference.
The Stephen Bordes 2009 Gift Trust may be deemed to beneficially own an aggregate of 489,762.45 shares of Class A Common Stock. Stephen Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 11 of this Schedule 13D is hereby incorporated by reference.
The Lee Bordes 2015 GRAT #7 may be deemed to beneficially own an aggregate of 70,851.22 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 12 of this Schedule 13D is hereby incorporated by reference.
The Lee Bordes 2017 GRAT #1 may be deemed to beneficially own an aggregate of 966,954.38 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 13 of this Schedule 13D is hereby incorporated by reference.
The Lee Bordes 2017 GRAT #2 may be deemed to beneficially own an aggregate of 966,954.38 shares of Class A Common Stock. Cristina Bordes and Stephen F. Lappert are the trustees and have the shared power to vote and dispose of the shares held by the trust. The information contained on page 14 of this Schedule 13D is hereby incorporated by reference.
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(c) The following transactions in the Issuers Securities have been effected by Group Members within the 60 days prior to this filing:
Pursuant to the Settlement Agreement, each of the Trust Filers listed in the table below surrendered or caused to be surrendered the number of shares of Class A Common Stock and/or released the number of Holdback Shares previously held in escrow by the Escrow Agent pursuant to the Escrow Agreement, listed in the table below, in each case, to the Issuer, in full satisfaction of the Trust Filers obligations with respect to (i) the adjustment to the Purchase Price for the General Media stock in the Merger, pursuant to Section 1.7 of the Merger Agreement, (ii) the disposition of certain radio towers, and related property, by General Media following the Effective Time of the Merger, pursuant to Section 1.7 of the Merger Agreement, (iii) the transition services agreement, dated November 1, 2016, by and between the Issuer and BFTW LLC, and (iv) and certain other matters in dispute between the parties thereto. No funds were exchanged in connection with the surrender of the shares of Class A Common Stock or the return of the Holdback Shares.
Trust Filer |
Number of surrendered shares of Class A Common Stock |
Number of released Holdback Shares |
||||||
Peter A. Bordes Marital Trust |
19,736.93 | 36,399.655 | ||||||
Peter A. Bordes, Jr., 2009 Gift Trust |
56,409.54 | 104,032.778 | ||||||
Stephanie Bordes 2009 Gift Trust |
50,611.82 | 93,340.380 | ||||||
Cristina Bordes 2009 Gift Trust |
56,409.54 | 104,032.778 | ||||||
Stephen Bordes 2009 Gift Trust |
56,409.54 | 104,032.778 | ||||||
Lee Bordes 2017 GRAT #1 |
115,451.48 | 0 | ||||||
Lee Bordes 2017 GRAT #2 |
115,451.48 | 0 | ||||||
Lee Bordes 2015 GRAT #7 |
0 | 49,685.955 |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
The disclosure in Item 6 is hereby amended by adding the following at the end thereof:
On December 29, 2017, the Issuer, Greater Media and the Stockholders Representative entered into the Settlement Agreement. Pursuant to the Settlement Agreement, the Trust Filers (i) surrendered or caused to be surrendered to the Issuer an aggregate of 470,480.34 shares of Class A Common Stock and (ii) released to the Issuer an aggregate of 491,524.324 Holdback Shares, held in escrow by the Escrow Agent pursuant to the Escrow Agreement. The shares of Class A Common Stock and Holdback Shares were surrendered and released, as the case may be, pursuant to the Settlement Agreement, in full satisfaction of the Trust Filers obligations with respect to (i) the adjustment to the Purchase Price for the General Media
19
stock in the Merger, pursuant to Section 1.7 of the Merger Agreement, (ii) the disposition of certain radio towers, and related property, by General Media following the Effective Time of the Merger, pursuant to Section 1.7 of the Merger Agreement, (iii) the transition services agreement, dated November 1, 2016, by and between the Issuer and BFTW LLC, and (iv) and certain other matters in dispute between the parties thereto. The foregoing description of the Settlement Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Settlement Agreement filed as Exhibit 6 herewith and incorporated by reference herein.
On February 8, 2018, the Issuer, the Trust Filers and certain stockholders affiliated with the Beasley family entered into Amendment No. 1 to the Investor Rights Agreement (the Amendment). Pursuant to the Amendment, the Trust Filers have the right to designate one director to the Board and the stockholders affiliated with the Beasley family that are party to the Investor Rights Agreement agree to vote or give written consent in favor of such designee until the day before the Companys 2020 annual meeting. This description of the Amendment does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 7 herewith and incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Exhibit A.3: Joint Filing Agreement, dated February 9, 2018.
Exhibit 6: Settlement Agreement, dated December 29, 2017, by and among the Issuer, Greater Media and the Stockholders Representative.
Exhibit 7: Amendment No. 1 to the Investor Rights Agreement, dated February 8, 2018, by and among the Issuer, the Trust Filers and certain stockholders affiliated with the Beasley family.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 9, 2018
PETER A. BORDES, JR., as Trustee of the Peter A. Bordes, Jr. 2009 Gift Trust |
* |
Peter A. Bordes, Jr. |
CRISTINA BORDES, as a Trustee of the Cristina Bordes 2009 Gift Trust, the Lee Bordes 2015 GRAT #7, the Lee Bordes 2017 GRAT #1 and the Lee Bordes 2017 GRAT #2 |
* |
Cristina Bordes |
STEPHEN F. LAPPERT, as a Trustee of the Lee Bordes 2015 GRAT #7, the Lee Bordes 2017 GRAT #1 and the Lee Bordes 2017 GRAT #2, the Peter A. Bordes, Jr. 2009 Gift Trust, the Cristina Bordes 2009 Gift Trust, the Stephanie Bordes 2009 Gift Trust and the Stephen Bordes 2009 Gift Trust |
/s/ Stephen F. Lappert |
Stephen F. Lappert |
LEE BORDES |
* |
Lee Bordes |
STEPHANIE L. BORDES, as a Trustee of the Stephanie Bordes 2009 Gift Trust |
* |
Stephanie L. Bordes |
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STEPHEN M. BORDES, as a Trustee of the Stephen Bordes 2009 Gift Trust |
* |
Stephen M. Bordes |
PETER A. BORDES MARITAL TRUST |
* |
By: Peter A. Bordes, Jr., Trustee |
* |
By: Cristina Bordes, Trustee |
* |
By: Stephanie L. Bordes, Trustee |
* |
By: Stephen M. Bordes, Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
PETER A. BORDES, JR. 2009 GIFT TRUST |
* |
By: Peter A. Bordes, Jr., Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
CRISTINA BORDES 2009 GIFT TRUST |
* |
By: Cristina Bordes, Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
STEPHANIE BORDES 2009 GIFT TRUST |
* |
By: Stephanie L. Bordes, Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
STEPHEN BORDES 2009 GIFT TRUST |
* |
By: Stephen M. Bordes, Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
LEE BORDES 2015 GRAT #7 |
LEE BORDES 2017 GRAT #1 |
LEE BORDES 2017 GRAT #2 |
* |
By: Cristina Bordes, Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
*By: | /s/ Stephen F. Lappert | |
Stephen F. Lappert | ||
as Attorney-in-Fact |
EXHIBIT A.3
JOINT FILING AGREEMENT
Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree that the Statement on Schedule 13D to which this exhibit is attached is filed on behalf of each of them.
Date: February 9, 2018
PETER A. BORDES, JR., as a Trustee of the Peter A. Bordes, Jr. 2009 Gift Trust |
* |
Peter A. Bordes, Jr. |
CRISTINA BORDES, as a Trustee of the Cristina Bordes 2009 Gift Trust, the Lee Bordes 2015 GRAT #7, the Lee Bordes 2017 GRAT #1 and the Lee Bordes 2017 GRAT #2 |
* |
Cristina Bordes |
STEPHEN F. LAPPERT, as a Trustee of the Lee Bordes 2015 GRAT #7, the Lee Bordes 2017 GRAT #1 and the Lee Bordes 2017 GRAT #2, the Peter A. Bordes, Jr. 2009 Gift Trust, the Cristina Bordes 2009 Gift Trust, the Stephanie Bordes 2009 Gift Trust and the Stephen Bordes 2009 Gift Trust |
/s/ Stephen F. Lappert |
Stephen F. Lappert |
LEE BORDES |
* |
Lee Bordes |
STEPHANIE L. BORDES, as a Trustee of the Stephanie Bordes 2009 Gift Trust |
* |
Stephanie L. Bordes |
STEPHEN M. BORDES, as a Trustee of the Stephen Bordes 2009 Gift Trust |
* |
Stephen M. Bordes |
PETER A. BORDES MARITAL TRUST |
* |
By: Peter A. Bordes, Jr., Trustee |
* |
By: Cristina Bordes, Trustee |
* |
By: Stephanie L. Bordes, Trustee |
* |
By: Stephen M. Bordes, Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
PETER A. BORDES, JR. 2009 GIFT TRUST |
* |
By: Peter A. Bordes, Jr., Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
CRISTINA BORDES 2009 GIFT TRUST |
* |
By: Cristina Bordes, Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
STEPHANIE BORDES 2009 GIFT TRUST |
* |
By: Stephanie L. Bordes, Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
STEPHEN BORDES 2009 GIFT TRUST |
* |
By: Stephen M. Bordes, Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
LEE BORDES 2015 GRAT #7 |
LEE BORDES 2017 GRAT #1 |
LEE BORDES 2017 GRAT #2 |
* |
By: Cristina Bordes, Trustee |
/s/ Stephen F. Lappert |
By: Stephen F. Lappert, Trustee |
*By: | /s/ Stephen F. Lappert | |
Stephen F. Lappert as Attorney-in-Fact |
Exhibit 6
SETTLEMENT AGREEMENT
This Settlement Agreement (the Agreement), dated as of December 29, 2017, is entered into by and between Beasley Broadcast Group, Inc. (Buyer), Greater Media, Inc. (Greater Media) and Peter A Bordes, Jr., as the Stockholders Representative.
Reference is made herein to (i) the Agreement and Plan of Merger (as amended, the Merger Agreement), dated as of July 19, 2016, by and among Greater Media, Buyer, Beasley Media Group 2, Inc. (BMG), and the Stockholders Representative, pursuant to which BMG merged with and into Greater Media and (ii) the Investor Rights Agreement (the Investor Rights Agreement), dated as of November 1, 2016, by and among the Buyer and each of the Stockholders (as defined therein). Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Merger Agreement.
Each of Buyer, Greater Media and the Stockholders Representative, for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, hereby agrees as follows:
1. Exhibit A attached hereto reflects all of the final adjustments agreed to by the parties pursuant to Section 1.7 of the Merger Agreement and under the Transition Services Agreement (the TSA), dated as of November 1, 2016, by and between Greater Media and BFTW LLC (BFTW), as well as the resolution of a tax related question (referred to in paragraph 3 hereof) that prior to the date hereof has been the subject of on-going discussions among the parties (the Additional Matter).
2. In full satisfaction of all obligations of the parties under Section 1.7 of the Merger Agreement, the TSA and the Additional Matter:
(a) Concurrently with the execution of this agreement, each of Buyer and the Stockholders Representative shall execute joint written instructions to the Escrow Agent, substantially in the form attached as Exhibit B hereto, instructing the Escrow Agent to disburse to Buyer all of the Holdback Amount and any dividends accrued thereon that are held by the Escrow Agent.
(b) As soon as practicable after the date hereof, but in any event prior to January 31, 2018, the Continuing Stockholders shall surrender or cause to be surrendered to Buyer for cancellation an aggregate of 470,480.34 Buyer Common Shares.
(c) As soon as practicable after the date hereof, but in any event prior to January 15, 2018, the Stockholders Representative shall cause BFTW to pay to Buyer by wire transfer of immediately available funds to an account designated by Buyer, an amount equal to $14,900.23 as reimbursement for amounts mistakenly paid to BFTW under the TSA, for BFTWs use of a Ricoh copier/printer through the end of its current lease term on May 18, 2018 and net of the dividend payable in respect of certain shares being held pursuant to the Escrow Agreement.
(d) As soon as practicable after the date hereof, but in any event prior to January 31, 2018, (i) Buyer shall have delivered to the Stockholders Representative duly executed counterparts of the amendment to the Investor Rights Agreement substantially in the form attached as Exhibit C hereto (the Investor Rights Agreement Amendment) from Buyer and each of the Beasley Family Stockholders (as defined in the Investor Rights Agreement) and (ii) the Stockholders Representative shall have delivered to Buyer duly executed counterparts of the Investor Rights Agreement Amendment from each of the Former Greater Media Stockholders (as defined in the Investor Rights Agreement).
3. Buyer shall be entitled to the benefit of tax deductions relating to approximately $1,500,000 of severance benefits paid to certain former employees of Greater Media who were terminated shortly before Closing.
4. This agreement shall be binding upon and inure to the benefit of the parties hereto and their respective affiliates and permitted successors and assigns. This agreement constitutes the entire agreement among the parties mentioned in this agreement relating to the subject matter hereof and supersedes any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties mentioned in this agreement relating to the subject matter hereof.
5. This agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would permit or require the application of the laws of another jurisdiction.
6. Nothing in this Agreement shall be construed to limit, modify, restrict, expand or alter in any way any rights or obligations of the parties (e.g., rights and obligations related to the indemnification of former officers and directors of Greater Media) under any provision of the Merger Agreement that is, by its express terms, intended to continue following the resolution of the adjustments set forth in Section 1.7 of the Merger Agreement.
7. This Agreement may be executed in two or more counterparts (including via facsimile or scanned pages), each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
PETER A. BORDES, JR. | BEASLEY BROADCAST GROUP, INC. | |||||||
as the Stockholders Representative
|
||||||||
By: | /s/ Peter A Bordes, Jr. |
By: | /s/ B. Caroline Beasley | |||||
Name: Peter A. Bordes, Jr. | Name: B. Caroline Beasley | |||||||
Title: Chief Executive Officer | ||||||||
GREATER MEDIA, INC.
|
||||||||
By: | /s/ B. Caroline Beasley |
|||||||
Name: B. Caroline Beasley | ||||||||
Title: Chief Executive Officer |
Exhibit 7
AMENDMENT NO. 1
TO THE
INVESTOR RIGHTS AGREEMENT
THIS AMENDMENT NO. 1 TO THE INVESTOR RIGHTS AGREEMENT, dated as of February 8, 2018 (this Amendment), is entered into by and among Beasley Broadcast Group, Inc., a Delaware corporation (the Company), each Person identified on Schedule 1 hereto as a Former Greater Media Stockholder (each, individually, a Former Greater Media Stockholder and, collectively, the Former Greater Media Stockholders), each Person identified on Schedule 2 hereto as a Beasley Family Stockholder (each, individually, a Beasley Family Stockholder and, collectively, the Beasley Family Stockholders and together with the Former Greater Media Stockholders, each, individually, a Stockholder and, collectively, the Stockholders). Capitalized terms used but not defined elsewhere in this Amendment shall have the meanings ascribed to them in the Investor Rights Agreement, dated as of November 1, 2017, by and among the Company and each of the parties identified on Schedule 1 and Schedule 2 thereto (the Investor Rights Agreement).
RECITALS
WHEREAS, the parties desire to amend the Investor Rights Agreement so as to amend certain terms relating to the right of the Former Greater Media Stockholders to appoint a director to the Board;
WHEREAS, Section 25 of the Investor Rights Agreement provides for the amendment of the Investor Rights Agreement in accordance with the terms set forth therein; and
WHEREAS, the parties have agreed to amend the Investor Rights Agreement as provided in this Amendment.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. The definition of Fall-Away of Board Rights in Section 1(a) of the Investor Rights Agreement is hereby amended and restated in its entirety to read as follows:
Fall-Away of Board Rights the date which is one day before the 2020 annual meeting of the Companys stockholders.
2. Section 4(b) of the Investor Rights Agreement is hereby amended and restated in its entirety to read as follows:
Until the Fall-Away of Board Rights, the Former Greater Media Stockholders shall be entitled to appoint one director to serve on the Board, subject to such Persons satisfaction of the Director Qualification Standards. The Company shall (i) include the Former GM Stockholder Director Designee in its slate of nominees for election to the Board at the 2018 and 2019 annual meeting of the stockholders of the Company or any special meeting of the stockholders of the Company occurring prior to the Fall-Away of
Board Rights at which directors are to be elected and at which the seat held by the Former GM Stockholder Director Designee is subject to election and (ii) recommend that the Companys stockholders vote in favor of the election of the Former GM Stockholder Director Designee at each such annual or special meeting of the Companys stockholders and shall otherwise support such Former GM Stockholder Director Designee in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees. The Beasley Family Stockholders agree to vote all of their Shares in favor of the election of the Former GM Stockholder Director Designee at the 2018 and 2019 annual meeting of the stockholders of the Company or any special meeting of the stockholders of the Company occurring prior to the Fall-Away of Board Rights at which directors are to be elected. The Company and the Board shall take all reasonably necessary actions to ensure that, at all times when a Former GM Stockholder Director Designee is eligible to be appointed or nominated, there are sufficient vacancies on the Board to permit such designation. For the avoidance of doubt, (i) the Former Greater Media Stockholders shall not be required to comply with the advance notice provisions generally applicable to the nomination of directors by the Company so long as the Former Greater Media Stockholders provide reasonable advance notice to the Company of the Former GM Stockholder Director Designee prior to the mailing of the proxy statement by the Company (provided, that the Company shall provide reasonable advance notice to the Former Greater Media Stockholders of the expected mailing date of the proxy statement) and (ii) the right of the Former Greater Media Stockholders to appoint a director to serve on the Board pursuant to this Agreement shall terminate at the Fall-Away of Board Rights and the Company shall have no obligation to nominate any Former GM Stockholder Director Designee at the 2020 annual meeting of the stockholders of the Company or any annual or special meeting of the stockholders of the Company occurring thereafter at which directors are to be elected.
3. References to the Investor Rights Agreement. After giving effect to this Amendment, each reference in the Investor Rights Agreement to this Agreement, hereof, hereunder or words of like import referring to the Investor Rights Agreement shall refer to the Investor Rights Agreement as amended by this Amendment.
4. Other Miscellaneous Terms. The provisions of Sections 11 (Notices), 12 (Governing Law; Consent to Jurisdiction; Waiver of Trial by Jury), 15 (Severability), 16 (Expenses), 17 (Remedies), 18 (Confidentiality; Public Announcements, Etc.), 19 (Counterparts; Effectiveness), 20 (No Trustee Liability), 21 (No Recourse), 24 (Informed Decision; Advice of Counsel) and 25 (Amendment and Waiver) of the Investor Rights Agreement shall apply mutatis mutandis to this Amendment, and to the Investor Rights as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.
5. No Further Amendment. Except as amended hereby, the Investor Rights Agreement shall remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the date first above written.
BEASLEY BROADCAST GROUP, INC. | ||
By: | /s/ B. Caroline Beasley | |
Name: B. Caroline Beasley | ||
Title: Chief Executive Officer |
[Signature Page to Amendment No. 1 to Investor Rights Agreement]
FORMER GREATER MEDIA STOCKHOLDERS: | ||||
PETER A. BORDES MARITAL TRUST | ||||
By: | /s/ Peter A. Bordes, Jr. | |||
Name: Peter A. Bordes, Jr. Title: Trustee | ||||
By: | /s/ Stephanie Bordes | |||
Name: Stephanie Bordes Title: Trustee | ||||
By: | /s/ Stephen Bordes | |||
Name: Stephen Bordes Title: Trustee | ||||
By: | /s/ Cristina Bordes | |||
Name: Cristina Bordes Title: Trustee | ||||
[Signature Page to Amendment No. 1 to Investor Rights Agreement]
LEE BORDES 2015 GRAT #7 | ||||
By: | /s/ Cristina Bordes | |||
Name: Cristina Bordes Title: Trustee | ||||
[Signature Page to Amendment No. 1 to Investor Rights Agreement]
PETER A. BORDES, JR. 2009 GIFT TRUST
| ||||
By: | /s/ Peter A. Bordes, Jr. Name: Peter A. Bordes, Jr. Title: Trustee | |||
[Signature Page to Amendment No. 1 to Investor Rights Agreement]
STEPHANIE BORDES 2009 GIFT TRUST
| ||||
By: | /s/ Stephanie Bordes | |||
Name: Stephanie Bordes | ||||
Title: Trustee |
[Signature Page to Amendment No. 1 to Investor Rights Agreement]
CRISTINA BORDES 2009 GIFT TRUST
| ||||
By: | /s/ Cristina Bordes Name: Cristina Bordes Title: Trustee | |||
[Signature Page to Amendment No. 1 to Investor Rights Agreement]
STEPHEN BORDES 2009 GIFT TRUST
| ||||
By: | /s/ Stephen Bordes Name: Stephen Bordes Title: Trustee | |||
[Signature Page to Amendment No. 1 to Investor Rights Agreement]
LEE BORDES 2017 GRAT #1
| ||||
By: | /s/ Christina Bordes Name: Cristina Bordes Title: Trustee | |||
[Signature Page to Amendment No. 1 to Investor Rights Agreement]
LEE BORDES 2017 GRAT #2
| ||||
By: | /s/ Cristina Bordes Name: Cristina Bordes Title: Trustee | |||
BEASLEY FAMILY STOCKHOLDERS: | ||
/s/ George G. Beasley | ||
George G. Beasley |
GEORGE G. BEASLEY REVOCABLE LIVING TRUST DATED MAY 26, 2006 | ||
By: | /s/ George G. Beasley | |
Name: | George G. Beasley | |
Title: | Trustee |
REB FLORIDA INTANGIBLE TAX TRUST DATED AUGUST 20, 2004 | ||
By: | /s/ Robert E. Beasley | |
Name: | Robert E. Beasley | |
Title: | Trustee |
GGB FAMILY ENTERPRISES, INC. | ||
By: | /s/ George G. Beasley | |
Name: | George G. Beasley | |
Title: | President |
GGB FAMILY LIMITED PARTNERSHIP | ||
By: GGB Family Enterprises, its General Partner | ||
By: | /s/ George G. Beasley | |
Name: | George G. Beasley | |
Title: | President |
GGB II FAMILY LIMITED PARTNERSHIP | ||
By: GGB Family Enterprises, its General Partner | ||
By: | /s/ George G. Beasley | |
Name: | George G. Beasley | |
Title: | President |
BRUCE G. BEASLEY REVOCABLE TRUST DATED JUNE 19, 2006 | ||
By: | /s/ Bruce G. Beasley | |
Name: | Bruce G. Beasley | |
Title: | Trustee | |
GEORGE G. BEASLEY TRUST F/B/O BRUCE G. BEASLEY U/A/D 12/9/08 | ||
By: | /s/ Bruce G. Beasley | |
Name: | Bruce G. Beasley | |
Title: | Trustee |
BARBARA CAROLINE BEASLEY REVOCABLE TRUST DATED APRIL 14, 1998 | ||
By: | /s/ Barbara Caroline Beasley | |
Name: | Barbara Caroline Beasley | |
Title: | Trustee |
GEORGE G. BEASLEY TRUST F/B/O BARBARA CAROLINE BEASLEY U/A/D 12/9/08 | ||
By: | /s/ Barbara Caroline Beasley | |
Name: | Barbara Caroline Beasley | |
Title: | Trustee |
BRIAN E. BEASLEY REVOCABLE TRUST DATED JUNE 17, 2003 | ||
By: | /s/ Brian E. Beasley | |
Name: | Brian E. Beasley | |
Title: | Trustee |
GEORGE G. BEASLEY TRUST F/B/O BRIAN E. BEASLEY U/A/D 12/9/08 | ||
By: | /s/ Brian E. Beasley | |
Name: | Brian E. Beasley | |
Title: | Trustee |
BRADLEY C. BEASLEY REVOCABLE TRUST DATED JUNE 13, 1999 | ||
By: | /s/ Bradley C. Beasley | |
Name: | Bradley C. Beasley | |
Title: | Trustee |
GEORGE G. BEASLEY TRUST F/B/O BRADLEY C. BEASLEY U/A/D 12/9/08 | ||
By: | /s/ Bradley C. Beasley | |
Name: | Bradley C. Beasley | |
Title: | Trustee |