M&A - Mediaco Holding Inc.

Form Type: 10-Q

Filing Date: 2025-05-20

Corporate Action: Acquisition

Type: Update

Accession Number: 000178425425000008

Filing Summary: MediaCo Holding Inc. reports a substantial acquisition of assets from Estrella Broadcasting, Inc. on April 17, 2024. The acquisition includes operations related to radio and television broadcasting, expanding MediaCo's capabilities in the multimedia sector. Following the acquisition, MediaCo has leveraged Estrella's network to enhance its content reach and advertising revenue potential. The financial statements reveal an operating loss, with net revenues recorded at $28 million, primarily from advertising, reflecting a transformation in revenue streams post-acquisition. The company’s total assets decreased from $325 million to $317 million, with significant liabilities being reported. Key figures indicate a net loss attributable to common shareholders of approximately $8.8 million for the quarter ending March 31, 2025. Subsequent shareholder approval on March 6, 2025, allows the issuance of over 28 million shares related to the acquisition, indicating ongoing integration efforts and capital structure adjustments.

Form Type: NT 10-Q

Filing Date: 2025-05-16

Corporate Action: Acquisition

Type: Update

Accession Number: 000092963825001935

Filing Summary: Mediaco Holding Inc. has filed a Notification of Late Filing for its Quarterly Report on Form 10-Q for the period ended March 31, 2025, due to interruptions in the filing process. These delays stem from complications associated with the acquisition of Estrella Broadcasting, Inc. and its subsidiaries on April 17, 2024. The company anticipates significant changes in its financial metrics, estimating net revenues of approximately $28.0 million, an operating loss of $4.3 million, and a net loss of $8.3 million for the quarter ending March 31, 2025. This is in contrast to the previous year's figures, which reported net revenues of $6.7 million, an operating income of $3.5 million, and a net loss of $3.7 million. The variance is largely attributed to the operational results of the acquired business, which have been incorporated into the current financial statements. The filing will be submitted within the required time frame as per Rule 12b-25(b).

Form Type: 8-K

Filing Date: 2025-05-05

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125017381

Filing Summary: On May 1, 2025, MediaCo Holding Inc. completed the acquisition of Estrella Broadcasting, Inc. and its subsidiaries under the Equity Purchase Agreement dated February 7, 2025. The acquisition involved the purchase of 100% of the equity interests of Estrella and its subsidiaries in exchange for 7,051,538 shares of MediaCo Class A Common Stock, par value $0.01 per share.

Form Type: 10-K/A

Filing Date: 2025-04-30

Corporate Action: Acquisition

Type: Update

Accession Number: 000114036125016689

Filing Summary: On April 15, 2025, MediaCo Holding Inc. filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, and included an amendment on Form 10-K/A due to the anticipated delay in filing their definitive proxy statement. The amendment restates several items including management's discussions on corporate governance, directors, executive officers, and audit-related information. Notably, on April 17, 2024, MediaCo completed an acquisition under an asset purchase agreement with Estrella Broadcasting, acquiring most of Estrella's assets and liabilities, while entering into a shareholders’ agreement with SG Broadcasting and HPS Investment Partners which grants investor rights to appoint board members. The Board comprises a diverse set of directors, contributing a mix of financial expertise and media industry experience. The document outlines board diversity including gender and demographic representation and mentions the operational structure and responsibilities of corporate governance to safeguard the interests of shareholders.

Form Type: 10-K

Filing Date: 2025-04-15

Corporate Action: Acquisition

Type: New

Accession Number: 000178425425000004

Filing Summary: MediaCo Holding Inc. entered into an asset purchase agreement with Estrella Broadcasting, Inc. and SLF LBI Aggregator, LLC, acquiring substantial assets and liabilities associated with Estrella and its subsidiaries. The transaction enhances MediaCo's operational capacity, adding Estrella's network, content, digital, and commercial operations, expanding its reach into significant markets including Los Angeles, Houston, and Miami. This acquisition includes major programming brands and expands MediaCo's broadcasting capabilities with the addition of radio and television stations, generating revenues primarily from advertising and events. MediaCo also categorizes its operations into audio and video segments, focusing on engaging multicultural communities. The document describes various operational strategies and outlines the company's business segments and performance expectations.

Form Type: NT 10-K

Filing Date: 2025-04-01

Corporate Action: Acquisition

Type: Update

Accession Number: 000092963825001414

Filing Summary: Mediaco Holding Inc. has filed a notification of late filing for its Annual Report on Form 10-K for the year ended December 31, 2024. The filing has been delayed due to challenges in finalizing the consolidated financial statements related to the acquisition of Estrella Broadcasting, Inc. and its subsidiaries, which occurred on April 17, 2024. The delays in filing the Form 10-K could not be avoided without unreasonable effort or expense. The report is anticipated to be filed by April 15, 2025. Significant changes in operational results are expected, with estimated net revenues for 2024 at $95.6 million, compared to $32.4 million in 2023, reflecting the impact of the acquired company's operations. The anticipated operating loss and net loss from continuing operations for 2024 are projected to be $28.1 million and $1.1 million, respectively, compared to losses of $6.8 million and $7.4 million in the previous year. Debra DeFelice signs off as the Chief Financial Officer of the company, confirming the information provided is accurate.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125007857

Filing Summary: On March 6, 2025, MediaCo Holding Inc. held a special meeting of stockholders to approve the issuance of shares related to its acquisition of certain assets from Estrella Broadcasting, Inc. Stockholders voted to approve the issuance of up to 28,206,152 shares of Class A Common Stock upon the exercise of a warrant related to this acquisition, and an additional 7,051,538 shares upon the exercise of options related to broadcast assets. The proposal received significant support, with 91,832,630 votes in favor and 54,131,970 votes in favor from Class B shares, while only 79,883 votes were against and minimal abstentions were recorded. The overall proposal was approved, enabling MediaCo to proceed with the acquisition plans.

Form Type: DEF 14A

Filing Date: 2025-02-24

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125005667

Filing Summary: MediaCo Holding Inc. is soliciting proxies for a special meeting on March 6, 2025, where shareholders will consider approving the issuance of shares related to an acquisition of assets from Estrella Broadcasting, Inc. This includes the authorization of up to 28,206,152 shares of Class A Common Stock from the exercise of a warrant and an additional 7,051,538 shares from the exercise of an option held by a subsidiary of MediaCo. The meeting aims to facilitate the exercise of these rights, which are part of a larger transaction where MediaCo acquired significant assets from Estrella, including its media properties and operations. SG Broadcasting, owning the majority of voting shares, is expected to support the proposal, ensuring that the approval is likely, given it controls approximately 96.1% of the voting power. The document outlines detailed voting processes and the importance of shareholder participation in the meeting, which will be held virtually. Additionally, it underscores that only shareholders of record on February 13, 2025, are eligible to vote, emphasizing the necessity of timely proxy submission to capture votes effectively.

Form Type: PRE 14A

Filing Date: 2025-02-12

Corporate Action: Acquisition

Type: New

Accession Number: 000114036125003924

Filing Summary: MediaCo Holding Inc. is soliciting proxies for a special meeting of shareholders to approve the issuance of shares related to its acquisition of assets from Estrella Broadcasting, Inc. The proposal involves the issuance of up to 28,206,152 Class A Common Stock shares upon the exercise of a warrant and 7,051,538 shares upon the exercise of an option right. The meeting will be held virtually on a date in 2025, and shareholders are encouraged to vote in advance. The shareholders will also be informed about their voting rights and the requirement for a quorum to be present during the meeting. The primary shareholder, SG Broadcasting LLC, intends to vote in favor of the proposal, which is expected to pass given their substantial voting power.