On December 3, 2011, Florida International University accepted an invitation to play in the bowl game, replacing the potential Big East team, who did not have enough bowl-eligible teams to send a representative to St. Petersburg. The following day Marshall University accepted an invitation to play in the bowl game.
The FIU Golden Panthers entered the bowl 8–4, finishing 4th in the Sun Belt Conference. The 2011 season was the best season yet for the team. FIU also had the best regular season record among all the FBS teams in Florida. The 2011 Beef 'O' Brady's Bowl marked the 2nd bowl appearance in a row for the Golden Panthers and the 2nd bowl game ever for FIU. The team was led by sophomore running back Kedrick Rhodes with 1,121 rushing yards in a season, which ranked second in school history. Rhodes also caught 26 passes for 248 yards in the passing game.
Marshall entered the bowl with a 6–6 record, finishing 2nd in the C-USA-East division. Marshall only became bowl eligible in the final game of the season, in a 34–27 overtime victory over East Carolina. This was the first bowl appearance for Marshall since the 2009 Little Caesars Pizza Bowl, where they beat Ohio 21–17. Marshall has a 6–3 record in bowl games coming into the game.
Defensively, the Thundering Heard created 28 turnovers, ranking 2nd in C-USA. The defense was led by Vinny Curry, the 2011 C-USA Defensive Player of the Year, who six forced fumbles, 1 tackles for loss and 11 sacks.
Marshall scored first with a 37-yard field goal from Tyler Warner. FIU responded with 10 unanswered points before Marshall tied the game 10–10 with 23 seconds left in the half on a 31-yard touchdown to wide receiver Aaron Dobson pass from quarterback Rakeem Cato.
The third quarter was a defensive struggle between the two teams, and the game was still tied 10–10 entering the 4th quarter. With less than 8 minutes left regulation, Marshall was able to block a FIU punt near the goal line. However, Marshall penalties backed up the Thundering Herd to the FIU 23-yard line. Despite the penalties, Marshall was still able to score on a 39-yard field goal from Tyler Warner, giving the Thundering Herd a 13–10 lead with only 5:16 left. FIU fumbled on its next possession with 4:24 left in regulation to give the ball back to Marshall. Marshall sealed the victory on a 4th down, 35-yard touchdown pass again to Dobson from Cato to put Marshall up 20–10 with 30 seconds left in the game. Dobson was named the MVP of the bowl game after recording 7 catches for 81 yards and the only two Marshall touchdowns. Dobson's performance out shined the performance of FIU's highly touted receiver TY Hilton.