--- schema_version: "secwatch.filing_event.v1" accession: "0001140361-24-020431" form_type: "8-K" ticker: "MDIA" cik: "0001784254" company_name: "Mediaco Holding Inc." filed_at: "2024-04-18T23:59:59+00:00" generated_at: "2026-06-03T19:16:36.649303+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.85 calibrated_materiality_score: 0.85 confidence: "high" source: SEC EDGAR --- # MediaCo completes Estrella asset acquisition; issues warrants, preferred stock, and $65M in debt ## Summary - Consideration: warrant for 28.2M shares at $0.00001, 60k Series B preferred ($60M liquidation), $30M second lien term loan, ~$30M cash. - Financing: $35M first lien term loan (plus $10M delayed draw) from White Hawk Capital; $30M second lien from HPS. - Jacqueline Hernández appointed Interim CEO ($960k salary, 6-month term); Brian Kei appointed COO; board expands to 11 with three new directors. - SG Broadcasting converts Series A Preferred into 20.7M Class A shares; Nasdaq bid-price compliance regained. - Warrant and option shares represent ~43% of outstanding Class A on fully diluted basis; stockholder vote required for issuance above 19.9%. ## SEC filing metadata - accession: 0001140361-24-020431 - form_type: 8-K - ticker: MDIA - cik: 0001784254 - company_name: Mediaco Holding Inc. - filed_at: 2024-04-18T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.85 - calibrated_materiality_score: 0.85 - confidence: high - sec_items: 1.01, 3.03, 9.01, 2.01, 2.03, 3.02, 5.03, 5.02, 8.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1784254/000114036124020431/0001140361-24-020431-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1784254/000114036124020431/ef20027147_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001140361-24-020431 - JSON: https://secwatch.observer/filing/0001140361-24-020431.json - Plain text: https://secwatch.observer/filing/0001140361-24-020431.txt ## Key facts - Executive change Jacqueline Hernández was appointed as Interim Chief Executive Officer at Mediaco Holding Inc.. - Action: appointed - Role: Interim Chief Executive Officer source text: In connection with the Transactions, effective as of the Closing Date, Jacqueline Hernández, age 58, was appointed as MediaCo’s Interim Chief Executive Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1784254/000114036124020431/0001140361-24-020431-index.htm - Executive change Kudjo Sogadzi was appointed as President at Mediaco Holding Inc.. - Action: appointed as President and removed as Chief Operating Officer - Role: President source text: Kudjo Sogadzi, MediaCo’s Interim President and Chief Operating Officer was appointed as MediaCo’s President and removed as MediaCo’s Chief Operating Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1784254/000114036124020431/0001140361-24-020431-index.htm - Executive change Colbert Cannon was appointed as Director at Mediaco Holding Inc.. - Action: appointed - Role: Director source text: the Board appointed the following three individuals designated by Estrella to the Board to fill the vacancies: Brett Pertuz, age 50, Colbert Cannon, age 48, and Ms. Hernández. evidence_url: https://www.sec.gov/Archives/edgar/data/1784254/000114036124020431/0001140361-24-020431-index.htm - Executive change Brian Kei was appointed as Chief Operating Officer at Mediaco Holding Inc.. - Action: appointed - Role: Chief Operating Officer source text: Brian Kei, age 46, was appointed as MediaCo’s Chief Operating Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1784254/000114036124020431/0001140361-24-020431-index.htm - Executive change Brett Pertuz was appointed as Director at Mediaco Holding Inc.. - Action: appointed - Role: Director source text: the Board appointed the following three individuals designated by Estrella to the Board to fill the vacancies: Brett Pertuz, age 50, Colbert Cannon, age 48, and Ms. Hernández. evidence_url: https://www.sec.gov/Archives/edgar/data/1784254/000114036124020431/0001140361-24-020431-index.htm - Executive change Jacqueline Hernández was appointed as Director at Mediaco Holding Inc.. - Action: appointed - Role: Director source text: the Board appointed the following three individuals designated by Estrella to the Board to fill the vacancies: Brett Pertuz, age 50, Colbert Cannon, age 48, and Ms. Hernández. evidence_url: https://www.sec.gov/Archives/edgar/data/1784254/000114036124020431/0001140361-24-020431-index.htm - Governance Changes Mediaco Holding Inc.: Filed Articles of Amendment to designate 60,000 shares of Series B Preferred Stock and establish their terms, rights, and preferences (effective 2024-04-17). - Change: charter amendment - Effective: 2024-04-17 source text: Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 17, 2024, MediaCo filed with the Secretary of State of the State of Indiana the Articles of Amendment (the “ Series B Articles of Amendment ”) to the Amended and Restated Articles of Incorporation of MediaCo (the “ Articles of Incorporation ”), to designate 60,000 shares of MediaCo’s preferred stock as “Series B Preferred Stock” and to establish the terms, rights and preferences of the Series B Preferred Stock under Article VIII of the Articles of Incorporation. The Series B Articles of Amendment became effective upon filing with the Secretary of State of the State of Indiana, and the foregoing description is qualified in its entirety by the complete description of the Series B Preferred Stock in the Series B Articles of Amendment, which are filed as Exhibit 3.1 hereto and incorporated by reference herein. evidence_url: https://www.sec.gov/Archives/edgar/data/1784254/000114036124020431/0001140361-24-020431-index.htm - M&A Transactions Mediaco Holding Inc. completed an acquisition involving Estrella Broadcasting, Inc. for warrant to purchase up to 28,206,152 shares of Class A Common Stock, 60,000 shares of Series B Preferred Stock, a term loan in the principal amount of $30.0 mil (closed 2024-04-17). - Action: acquisition - Counterparty: Estrella Broadcasting, Inc. - Consideration: warrant to purchase up to 28,206,152 shares of Class A Common Stock, 60,000 shares of Series B Preferred Stock, a term loan in the principal amount of $30.0 mil - Closing: 2024-04-17 source text: “ Assumed Liabilities ”) of Estrella and its subsidiaries. MediaCo provided the following consideration for the Purchased Assets: i. A warrant (the “ Warrant ”) to purchase up to 28,206,152 shares of MediaCo’s Class A Common Stock, par value $0.01 per share (“ Class A Common Stock ”); ii. 60,000 shares of a newly designated series of MediaCo’s preferred stock evidence_url: https://www.sec.gov/Archives/edgar/data/1784254/000114036124020431/0001140361-24-020431-index.htm - Material Agreements Mediaco Holding Inc. entered into Asset Purchase Agreement with Estrella Broadcasting, Inc., SLF LBI Aggregator, LLC (effective 2024-04-17). - Action: entry - Agreement: asset purchase - Counterparty: Estrella Broadcasting, Inc., SLF LBI Aggregator, LLC - Effective: 2024-04-17 source text: MediaCo Holding Inc., an Indiana corporation (“ MediaCo ”), and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company (“ Purchaser ”), entered into an asset purchase agreement (the “ Asset Purchase Agreement ”) with Estrella Broadcasting, Inc., a Delaware corporation (“ Estrella ”), and SLF LBI Aggregator, LLC, a Delaware limited liability company (“ Aggregator ”) and affiliate of HPS Investment Partners, LLC (“ HPS ”), pursuant to which Purchaser purchased substantially all of the assets of Estrella evidence_url: https://www.sec.gov/Archives/edgar/data/1784254/000114036124020431/0001140361-24-020431-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.