SCHEDULE 13D/A: Mediaco Holding Inc. Reports Significant Beneficial Ownership Shift Following Stockholder Approval of Warrant and Put Option Share Issuance

Mediaco Holding Inc. has filed an amended Schedule 13D revealing that a group of reporting persons, including Scott Kapnick and HPS Group, now beneficially own 46.0% of its Class A Common Stock following stockholder approval for the issuance of shares related to a warrant and a put option.

Summary

• This is Amendment No. 1 to the Schedule 13D filed by Scott Kapnick, HPS Group, and SLF LBI Aggregator, LLC, now including Estrella Media, Inc. as a reporting person.
• The reporting persons collectively beneficially own 35,257,690 shares of Mediaco Holding Inc.'s Class A Common Stock, representing 46.0% of the class.
• This beneficial ownership includes 28,206,152 shares issuable upon the exercise of a Class A Common Stock Purchase Warrant issued to SLF LBI Aggregator, LLC on April 17, 2024.
• It also includes 7,051,538 shares issuable upon the exercise of a Put Option held by Estrella Media, Inc., a subsidiary of SLF LBI Aggregator, LLC, which allows it to put equity interests of certain broadcast assets.
• Estrella Media, Inc. separately beneficially owns 7,051,538 shares, representing 14.6% of the Class A Common Stock, solely from its Put Option.
• On March 10, 2025, Mediaco Holding Inc. announced that its stockholders approved the issuance of these shares at a special meeting held on March 6, 2025.
• Following this approval, the warrant became fully exercisable for up to 28,206,152 shares, and the Put Option became exercisable for 7,051,538 shares of Class A Common Stock.
• The beneficial ownership calculation is based on 41,325,165 shares of Class A Common Stock outstanding as of February 24, 2025, plus the shares issuable from the warrant and put option.

Sentiment

Score: 7

Explanation: The sentiment is positive as the company successfully obtained stockholder approval for significant share issuances related to existing agreements, removing prior limitations and clarifying the path forward for these transactions. This indicates progress on strategic financial arrangements.

Positives

• Stockholders approved the issuance of up to 28,206,152 shares upon exercise of the Warrant and 7,051,538 shares upon exercise of the Put Option, removing previous limitations.
• The Warrant is now fully exercisable for its stated amount of shares.
• The Put Option is now fully exercisable for its stated amount of shares, allowing Estrella Media to proceed with the sale of its broadcast assets for Mediaco shares.

Future Outlook

Following stockholder approval, the Class A Common Stock Purchase Warrant is now fully exercisable for up to 28,206,152 shares, and Estrella Media's Put Option is now fully exercisable for 7,051,538 shares of Class A Common Stock. The Put Option period extends until April 17, 2031, with a potential seven-year automatic extension.

Management Comments

• Scott Kapnick, Sole Member of HPS Group GP, LLC and SLF LBI Aggregator, LLC, and Chief Executive Officer of HPS Investment Partners, LLC, certified the information as true, complete, and correct to the best of his knowledge and belief.
• Peter Markham, Chief Executive Officer of Estrella Media, Inc., certified the information as true, complete, and correct to the best of his knowledge and belief.

Industry Context

This filing primarily details a change in beneficial ownership and the status of specific financial instruments (warrant and put option) related to Mediaco Holding Inc., a company involved in media and broadcasting. The transaction involves a significant stake held by investment entities (HPS Group, Aggregator) and a media subsidiary (Estrella Media), indicating strategic financial and operational ties within the media sector.

Corporate Governance

Related Party Transactions

• The Class A Common Stock Purchase Warrant was issued by Mediaco Holding Inc. to SLF LBI Aggregator, LLC.
• The Option Agreement involves Mediaco Holding Inc., Purchaser, Estrella Media, Inc. (a subsidiary of Aggregator), and certain subsidiaries of Estrella Media.
• SLF LBI Aggregator, LLC is managed by HPS Group GP, LLC, and Estrella Media, Inc. is indirectly wholly owned by Aggregator, indicating a related party relationship among the reporting persons and the issuer regarding these transactions.

Stakeholder Impact

• Shareholders: The approval and potential exercise of the Warrant and Put Option will lead to the issuance of a significant number of new Class A Common Stock shares (up to 35,257,690 shares), which could result in dilution for existing shareholders.
• SLF LBI Aggregator, LLC and Estrella Media, Inc.: These entities gain the full exercisability of their respective rights (Warrant and Put Option), allowing them to convert their instruments into a substantial equity stake in Mediaco Holding Inc. or complete the sale of assets for shares.

Next Steps

• The Warrant is now fully exercisable for up to 28,206,152 shares of Class A Common Stock.
• The Put Option is now fully exercisable for 7,051,538 shares of Class A Common Stock, allowing Estrella Media to proceed with the put of its broadcast assets.

Key Dates

Keywords

Mediaco Holding Inc., Schedule 13D/A, Beneficial Ownership, Class A Common Stock, Warrant, Put Option, Share Issuance, Stockholder Approval, HPS Group, SLF LBI Aggregator, Estrella Media, SEC Filing, Corporate Governance, Equity Interests, Broadcast Assets