{"schema_version":"secwatch.filing_event.v1","accession":"0000929638-22-001837","form_type":"8-K","ticker":"MDIA","cik":"0001784254","company_name":"Mediaco Holding Inc.","filed_at":"2022-12-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:52.101832+00:00","generated_at":"2026-06-21T06:15:25.530110+00:00","sec_items":["1.01","1.02","2.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"MediaCo divests Fairway Outdoor to Lamar for $78.6M; pays off $68M debt","bullets":["Sold more than 3,500 analog and digital billboard faces across seven states to Lamar Advertising.","Purchase price of $78.6 million paid in cash at closing on December 9, 2022.","Proceeds used to repay ~$68 million senior secured credit facility in full; remaining for working capital.","Pro forma net loss attributable to common shareholders improved from ($12.3M) to ($6.6M) for nine months ended Sep 30, 2022.","Management says deal allows deleveraging and increased financial flexibility; company to focus on its two NYC radio stations."],"urls":{"canonical":"https://secwatch.observer/filing/0000929638-22-001837","json":"https://secwatch.observer/filing/0000929638-22-001837.json","markdown":"https://secwatch.observer/filing/0000929638-22-001837.md","text":"https://secwatch.observer/filing/0000929638-22-001837.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1784254/000092963822001837/0000929638-22-001837-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1784254/000092963822001837/a8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T06:15:25.530110+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"5f77457b1d5d47c6d6b8c3b94eccafcabeaaafc3","claim":"Mediaco Holding Inc. completed a disposition involving The Lamar Company, L.L.C. for $78.6 million (closed 2022-12-09).","evidence_excerpt":"no longer have an outdoor advertising business. The transactions contemplated by the Purchase Agreement closed as of the date of the Purchase Agreement. The purchase price was $78.6 million, subject to certain purchase price adjustments, paid at closing in cash. The Purchase Agreement contains customary representations and warranties and indemnifications from the","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1784254/000092963822001837/0000929638-22-001837-index.htm","confidence":0.95,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"The Lamar Company, L.L.C."},{"label":"Consideration","value":"$78.6 million"},{"label":"Closing","value":"2022-12-09"}],"fact_type":"ma_transaction"},{"claim_id":"908e204c3c98321d94e56bdf3f00e2fcf3f594d3","claim":"Mediaco Holding Inc. terminated Management Agreement with Billboards LLC (effective 2022-12-09).","evidence_excerpt":"On December 9, 2022, following the consummation of the transactions contemplated by the Purchase Agreement and the sale by Billboards LLC of its assets, the Company and Billboards LLC terminated the Management Agreement, effective August 1, 2020, by and between Billboards LLC and Fairway Outdoor LLC.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1784254/000092963822001837/0000929638-22-001837-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Counterparty","value":"Billboards LLC"},{"label":"Effective","value":"2022-12-09"}],"fact_type":"material_agreement"},{"claim_id":"982bf90b6116b3b91c0b7a824d2bc5ca7ea881d9","claim":"Mediaco Holding Inc. entered into Purchase Agreement with The Lamar Company, L.L.C. valued at $78.6 million (effective 2022-12-09).","evidence_excerpt":"On December 9, 2022, Fairway Outdoor LLC, FMG Kentucky, LLC and FMG Valdosta, LLC (collectively, the “Sellers”), all of which are wholly owned direct and indirect subsidiaries of MediaCo Holding Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), with The Lamar Company, L.L.C., a Louisiana limited liability company (the “Purchaser”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1784254/000092963822001837/0000929638-22-001837-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"The Lamar Company, L.L.C."},{"label":"Value","value":"$78.6 million"},{"label":"Effective","value":"2022-12-09"}],"fact_type":"material_agreement"},{"claim_id":"a8ff99008d366c208fdc6588124f3b48b5746aaf","claim":"Mediaco Holding Inc. entered into Transition Services Agreement with The Lamar Company, L.L.C..","evidence_excerpt":"(the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”), with The Lamar Company, L.L.C., a Louisiana limited liability company (the “Purchaser”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1784254/000092963822001837/0000929638-22-001837-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"The Lamar Company, L.L.C."}],"fact_type":"material_agreement"},{"claim_id":"bdd9262ba36494bcd22fe09c2ce7ceb9b7f3b53e","claim":"Mediaco Holding Inc. terminated Amended and Restated Term Loan Agreement (effective 2022-12-09).","evidence_excerpt":"Also on December 9, 2022, following the consummation of the transactions contemplated by the Purchase Agreement, the Company repaid in full all of its obligations under its Senior Credit Facility memorialized by that certain Amended and Restated Term Loan Agreement, dated as of February 28, 2020, as amended, by and among the Company, the other parties designated as borrowers thereto, the financial institutions from time to time party thereto, and GACP Finance Co., LLC, a Delaware limited liability company, as administrative agent and collateral agent, and terminated such term loan agreement.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1784254/000092963822001837/0000929638-22-001837-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Effective","value":"2022-12-09"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}