UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
(Mark One)
☒
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Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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for the Fiscal Year Ended December 31, 2024
☐
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Transition Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
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For the transition period from to
Commission File Number 001-39029
MEDIACO HOLDING INC.
(Exact name of registrant as specified in its charter)
Indiana
(State of incorporation or organization)
84-2427771
(I.R.S. Employer Identification No.)
48 W 25th Street, 3rd Floor
New York,
New York 10011
(Address of principal executive offices)
(212) 447-1000
(Registrant’s Telephone Number, Including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
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Title of each class
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Trading symbol(s)
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Name of each exchange on which registered
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Class A common stock, $0.01 par value
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MDIA
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Nasdaq Capital
Market
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SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all documents and reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated Filer
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☒
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Smaller reporting company
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☒
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| |
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Emerging Growth Company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s
assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the
financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery
analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes ☐ No ☒
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant, as of June 30, 2024, the last business day of the
Registrant’s most recently completed second fiscal quarter, was $13,485,737.
The number of shares outstanding of each of MediaCo Holding Inc.’s classes of common stock, as of April
18, 2025, was:
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41,238,824
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Class A Common Shares, $.01 par value
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5,413,197
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Class B Common Shares, $.01 par value
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—
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Class C Common Shares, $.01 par value
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DOCUMENTS INCORPORATED BY REFERENCE
None in this Amendment No. 1 on Form 10-K/A.
EXPLANATORY NOTE
On April 15, 2025, MediaCo Holding Inc. filed its Annual Report on Form 10-K for the year ended December 31, 2024 (the “Original
Filing”), with the Securities and Exchange Commission (the “Commission”). The Company indicated that it would incorporate Part III of Form 10-K in the Original Filing by reference to the Company’s definitive proxy statement for its 2025 annual
meeting of shareholders. Because the Company does not anticipate filing its definitive proxy statement by April 30, 2025, the Company is filing this Amendment No. 1 (this “Amendment”) on Form 10-K/A, which amends and restates items identified
below with respect to the Original Filing and provides the disclosure required by Part III of Form 10-K.
This Form 10-K/A only amends information in Part III, Item 10 (Directors, Executive Officers and Corporate Governance), Item 11
(Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions, and Director Independence), Item 14 (Principal Accounting
Fees and Services) and Part IV, Item 15 (Exhibits, Financial Statement Schedules). All other items as presented in the Original Filing are unchanged. Except for the foregoing amended and restated information, this Amendment does not amend, update
or change any other information presented in the Original Filing.
In addition, as required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form
10-K/A contains new certifications by our principal executive officer and our principal financial and accounting officer, filed as exhibits hereto.
Unless the context requires otherwise, all references in this report to “MediaCo,” “the Company,” “we,” “our,” “us,” and similar
terms refer to MediaCo Holding Inc. and its consolidated subsidiaries.
MEDIACO HOLDING INC. AND SUBSIDIARIES
AMENDMENT NO. 1 TO FORM 10-K
TABLE OF CONTENTS
PART III
| ITEM 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Executive Officers
Information about executive officers of MediaCo or its affiliates who are not directors or nominees to be directors, is presented in Part I of the
Original Filing under the caption “Information about our Executive Officers.”
Directors
Information about our directors is as follows.
On April 17, 2024, MediaCo consummated the transactions contemplated by that certain asset purchase agreement, dated April 17, 2024 (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
MediaCo, through a wholly-owned subsidiary, MediaCo Operations LLC (“Purchaser”), purchased substantially all of the assets of Estrella and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries, and assumed
substantially all of the liabilities of Estrella and its subsidiaries. In connection with such transactions, MediaCo entered into a shareholders’ agreement with SG Broadcasting (“SG Broadcasting”) and Aggregator (the “Shareholders Agreement”)
that, among other things, provides Aggregator the right to designate up to three individuals for election to our Board of Directors (the “Board”) (each such designee, an “Investor Director Designee”), subject to reduction and termination based on
certain MediaCo stock ownership requirements (including that such designation right falls away upon Aggregator ceasing to beneficially own at least ten percent (10%) of the fully diluted MediaCo common stock for ten consecutive days). Ms. Hernández and Messrs. Cannon and Pertuz were designated by Aggregator pursuant to such rights and elected to the Board effective April 17, 2024.
The Board believes that well-functioning boards consist of a diverse collection of individuals that bring a variety of complementary skills.
Although the Board does not have a formal policy with regard to the consideration of diversity in identifying directors, diversity is one of the factors that the Board may, pursuant to its charter, take into account in identifying director
candidates. Subject to any contractual commitments, the Board generally considers each director eligible for nomination in the broad context of the overall composition of our Board with a view toward constituting a board that, as a body, possesses
the appropriate mix of skills and experience to oversee our business. The Board may actively seek candidates that embody elements of diversity in skills, ability, industry knowledge, experience, gender, race and ethnicity. The experience,
qualifications, attributes, or skills that led the Board to conclude that each of the members of the Board should serve on the Board are generally described below.
Name, Age, Principal Occupation(s) and Business Experience of Our Directors
Terms expiring in 2025:
Colbert Cannon, Age 49 – (Director since April 2024)
Colbert Cannon is a Managing Director at HPS, an investment firm. Prior to joining HPS in 2017, Mr. Cannon was a Partner and Director of Research at
Wingspan Investment Management, a distressed credit investment firm launched in 2013. Prior to Wingspan, Mr. Cannon was a Managing Director at Glenview Capital, where he led the Credit Investment effort from 2009 to 2012. Prior to joining
Glenview, Mr. Cannon was a Principal at Audax Group, a Boston-based Private Equity firm. Mr. Cannon began his career in Mergers and Acquisitions Investment Banking at Goldman Sachs. Mr. Cannon holds an AB in Social Studies from Harvard College.
Mr. Cannon was designated by Aggregator pursuant to the Shareholders Agreement and as such elected to the Board effective April 17, 2024. Mr. Cannon
brings to the Board an extensive background in financial analysis, operational oversight, and has served on the boards of several media companies.
Robert L. Greene, Age 57 – Class B Director (Director since January 2023)
Robert Greene has been the President and Chief Executive Officer of the National Association of Investment Companies, the industry trade association
and largest network of diverse-owned alternative asset class investment firms, since February 2013. He was the Head of Investor Relations of Syndicated Communications Venture Partners, a venture capital firm, from June 2007 to December 2013. Mr.
Greene currently serves on the board of directors of the Boy Scouts of America National Executive Board, the board of directors of Transworld Systems Inc., a privately held, private equity-backed company that provides debt collection services for
Fortune 500 companies on a global basis, and the board of directors of Synergy Infrastructure Holdings, a privately held, private equity-backed company that is a leading provider of compact, heavy and pump equipment rentals. Previously, he also
served on the board of directors and audit committee of Starboard Value Acquisition Corporation, a blank check company, which in July 2021 merged with Cyxtera Technologies, Inc. (Nasdaq: CYXT), a global leader in colocation and interconnection
services.
Mr. Greene’s broad level of investment and board experience provides MediaCo with a diversified view into best practices across the operations,
accounting, systems and fund raising.
Deborah (“Deb”) A. McDermott, Age 70 – Class B Director (Director since November 2019)
Deb McDermott serves as CEO of Standard Media Group LLC, a broadcast and digital media company. She has a 25-plus year career leading broadcast
groups- including COO of Media General, Inc. (“Media General”) and CEO-President of Young Broadcasting (“Young”). As CEO, she spearheaded Young’s successful mergers with Media General and LIN Media. Ultimately, overseeing the combined company’s
more than 70 television stations.
Among her many accomplishments, Ms. McDermott was inducted into the Broadcasting & Cable Hall of Fame in 2013 and the Library of American
Broadcasting Foundation’s Giants of Broadcasting and Electronics Arts award in 2022. She currently serves on the ABC Board of Governors, the Board of Directors for Television Bureau of Advertising, National Association of Broadcasters and the
International Radio and Television Society. She is also a member of C200 and CEO.org. Previously, Ms. McDermott served on the Board of Directors for the Country Music Association and Chair of the National Association of Television Program
Executives (NATPE).
Terms expiring in 2026:
Jacqueline Hernández, Age 59 – (Director since April 2024)
Jacqueline Hernández served as MediaCo’s Interim Chief Executive Officer from April 17, 2024 to October 28, 2024. Ms. Hernández is a media executive
who most recently was Founder and CEO of New Majority Ready, a marketing strategy and content development firm. Prior to starting her own company, she was President of Combate Americas, a leading Hispanic sports franchise. Prior to Combate
Americas, Ms. Hernández was Chief Marketing Officer of NBC Universal Hispanic Enterprises and Content and Chief Operation Officer of NBC Universal’s Telemundo Enterprises. Prior to joining NBC Universal, Ms. Hernández was Publisher of People en
Español and TEEN People. Prior to joining People en Español, she was Vice President Turner International Advertising. Prior to Turner, Ms. Hernández was Director of Marketing of TIME International. Prior to TIME, Ms. Hernández was Director of
Targeted Advertising Sales for the Village Voice. Ms. Hernández began her career in advertising at the Boston Globe. Ms. Hernández currently sits on the board of Victoria’s Secret & Co., and previously served on the board of Estrella Media,
Inc. (“Estrella Media”). She holds a BA from Tufts University and an MBA from Baruch College.
Ms. Hernández was designated by Aggregator pursuant to the Shareholders
Agreement and as such elected to the Board effective April 17, 2024. Ms. Hernández brings business expertise in transforming business models for growth as well as a rich
cultural fluency in understanding and connecting with multicultural consumers.
Mary Beth McAdaragh, Age 61 – Class B Director (Director since November 2019)
Mary Beth McAdaragh has over 30 years of media production, distribution and marketing experience having been involved with the branding and
marketing of some of the most recognizable television franchises in domestic and international syndication. She most recently served as Executive Vice President, Marketing/Affiliate Relations for CBS Media Ventures (a division of ViacomCBS). She
was responsible for the Marketing and Affiliate Relations for the industry’s leading roster of first-run and off-network syndicated product including: Judge Judy, Dr. Phil, Wheel of Fortune, Jeopardy!, Entertainment Tonight, The Drew Barrymore
Show, Rachael Ray and Inside Edition. In 2000, she was named Vice President, Marketing for NBC Enterprises, the then newly formed syndication division of NBC. There she developed domestic and international marketing campaigns for The Weakest Link,
Fear Factor, and Access Hollywood. In 2006, upon the inception of 20th Century Fox’s new broadcast network, MyNetworkTV, McAdaragh produced a six-week, 30 city marketing and promotional tour across the United States to launch the new venture. She
was then named Senior Vice President of Affiliate Relations where she was the key liaison between the Network and their 180+ broadcast station affiliates around the country. Ms. McAdaragh created and executive produced The Surreal Gourmet, a
traveling cooking show which aired for five seasons on Food Network, and she has served as a business development and marketing consultant for both traditional media and new technology ventures.
Ms. McAdaragh graduated from South Dakota State University with a BA in Broadcast Journalism and is a member of the university’s Mass Communications
Department Advisory Council. She is the recipient of numerous creative awards including two Daytime Emmy® Awards and PROMAX Gold Medallions. She is active in many trade and civic organizations and resides in Beverly Hills, California.
Amit Thakrar, Age 37 (Director since August 2023)
Amit Thakrar has over 15 years of experience investing in private equity, public equity and special situations strategies across a broad range of
industries including most recently as a Partner at Standard General LP, an SEC-registered investment advisor, (“Standard General”) beginning in 2019. Between 2010 and 2019, he worked at Davidson Kempner Capital Management, OMERS Private Equity,
and CIBC World Markets. In addition, he has extensive operating experience, including serving as Executive Vice President of Standard Media Group LLC, a diversified national media company.
Mr. Thakrar received his MBA from Columbia Business School and a Bachelor of Commerce (Honors) from Queen’s University. Mr. Thakrar brings to the
Board a strong investment, financial management and operational background in the media space.
Terms expiring in 2027:
Andrew P. Glaze, Age 46 – Class B Director (Director since November 2019)
Andrew Glaze is the founder and has served as the Chief Investment Officer of Shiro Capital, a financial services company, since 2019. Prior to
Shiro Capital, Mr. Glaze served as a Research Analyst at Standard General from 2016 to June 2019. Before joining Standard General, Mr. Glaze was a Managing Director at Claar Advisors, LLC, which he joined in 2014. Mr. Glaze was the founder, and,
from 2009 through 2014, the Chief Investment Officer of Emys Capital, LLC. Prior to May 2009 he was an investment banking associate on the Consumer and Leveraged Finance teams at Merrill Lynch. Mr. Glaze began his career in the United States Army
where he served as an officer for five years in the 1st Cavalry Division. As part of his service, Mr. Glaze deployed to Baghdad, Iraq for one year where he served with distinction as a Captain and Aviation Brigade Fire Support Officer. Mr. Glaze is
a service-disabled veteran. He holds a B.S. from the United States Military Academy at West Point and an MBA from Columbia Business School, where he participated in the highly selective Value Investing Program. Mr. Glaze is a Chartered Financial
Analyst.
Mr. Glaze is an experienced investment professional, with substantial expertise in making and supervising investments at all levels of the capital
structure. His investment banking experience and investment experience allows Mr. Glaze to provide valuable insights to the Board on capital structure and prospective acquisition opportunities.
Brett Pertuz, Age 51 – (Director since April 2024)
Brett Pertuz is a Managing Director at HPS. Prior to joining HPS in 2018, Mr. Pertuz worked in private equity as a Managing Director first with
Bruckmann, Rosser, Sherrill & Co. and later with Altpoint Capital Partners. Mr. Pertuz began his career at Bain & Company in management consulting. Mr. Pertuz holds a BS from the University of Virginia and an MBA from Harvard Business
School.
Mr. Pertuz was designated by Aggregator pursuant to the Shareholders Agreement and as such elected to the Board effective April 17, 2024. Mr. Pertuz
brings to the Board substantial experience in the financial industry and in private equity and finance transactions. He has served on the boards of several private companies in a variety of industries.
Corporate Governance
General
MediaCo aspires to the highest ethical standards for our employees, officers and directors, and remains committed to the interests of our shareholders and other
constituents. We believe we can achieve these objectives only with a plan for corporate governance that clearly defines responsibilities, sets high standards of conduct and promotes compliance with the law. The Board has adopted formal corporate
governance guidelines, as well as policies and procedures designed to foster the appropriate level of corporate governance. Some of these guidelines and procedures are discussed below. For further information, including electronic versions of our
Code of Business Conduct and Ethics, our Corporate Governance Guidelines, our Audit Committee Charter, our Compensation Committee Charter, and our Complaint Procedure for Accounting and Auditing Matters, please visit the Corporate Governance
section of our website (www.MediaCoHolding.com) located under the “Investors” heading.
Board Diversity
Below is the Board Diversity Matrix outlining diversity statistics regarding our Board. In addition to gender and demographic diversity, we also recognize the value of
other diverse attributes that directors may bring to our Board, including veterans of the U.S. Military. We are proud to report that of our eight current directors, one is also a military veteran.
Board Diversity Matrix (as of April 18, 2025)
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Female
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Male
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Total Number of Directors
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3
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5
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Part I: Gender Identity
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Directors
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3
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5
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Part II: Demographic Background
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African American or Black
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—
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2
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Alaskan Native or Native American
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—
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—
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Asian
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—
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1
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Hispanic or Latinx
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1
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—
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Native Hawaiian or Pacific Islander
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—
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—
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White
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2
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2
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Two or More Races or Ethnicities
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—
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—
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LGBTQ+
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—
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—
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Did Not Disclose Demographic Background
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—
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—
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Code of Ethics
MediaCo has adopted a Code of Business Conduct and Ethics to document the ethical principles and conduct we expect from our employees, officers and directors. A copy
of our Code of Business Conduct and Ethics is available in the Corporate Governance section of our website (www.MediaCoHolding.com) located under the “Investors” heading.
Leadership Structure and Risk Oversight
MediaCo’s Corporate Governance Guidelines provide that the chair of the Board (“Board Chair”) is to meet the independence requirements under the applicable The Nasdaq
Stock Market, Inc. (“Nasdaq”) listing standards. Our Board has determined that our Board Chair, Deborah McDermott, is an “independent director” under Nasdaq rules. As Board Chair, Ms. McDermott is responsible for, among other matters: (i) setting
the agenda for and leading executive sessions of the independent directors, unless a lead director is otherwise appointed by the Board Chair; (ii) briefing the Chief Executive Officer (“CEO”) on issues arising in the executive sessions; (iii)
coordinating and developing the agenda for meetings of the Board, in collaboration with the CEO; (iv) convening meetings of the independent directors as necessary or appropriate; and (v) if requested and appropriate, being available for
consultation with major shareholders. The Board believes that this structure provides strong independent leadership and oversight for our Company and our Board.
The Board expects the Company’s management to take primary responsibility for identifying material risks the company faces and communicating them to the Board,
developing and implementing appropriate risk management strategies responsive to those risks with oversight from the Board, and integrating risk management into the Company’s decision-making processes. The Board, through the Audit Committee on a
quarterly basis and as a full Board at least annually, regularly reviews information regarding the company’s credit, liquidity and operational risks, as well as strategies for addressing and managing such risks. In addition, the Compensation
Committee monitors the Company’s compensation programs so that such programs do not encourage excessive risk-taking by Company employees.
Communications with Independent Directors
Any employee, officer, shareholder or other interested party who has an interest in communicating with the Board Chair or any other MediaCo independent directors
regarding any matter may do so by directing communication to Ms. McDermott addressed to Board Chair, c/o Corporate Secretary, MediaCo Holding Inc., 48 W. 25th Street, Floor 3, New York, New York 10010, by e-mail message to Chair@MediaCoHolding.com.
The communication will be delivered to the independent directors as appropriate. For matters related to finance or auditing, a communication should specify that it is directed to the Audit Committee. For matters related to compensation, a
communication should specify that it is directed to the Compensation Committee. Messages for any director or the Board as a whole may be delivered through the Board Chair as well.
Consideration of Candidates for Nomination as Director
The Board will consider and evaluate potential nominees submitted by holders of our Class A Common Stock, par value $0.01 per share (“Class A Shares”) to our corporate
secretary on or before the date for shareholder nominations specified in the “Shareholder Proposals” section of the Company’s proxy statement. These potential nominees will be considered and evaluated using the same criteria as potential nominees
obtained by the Board from other sources, subject to Aggregator’s rights to designate up to three individuals for election to the Board in accordance with the terms of the Shareholders Agreement.
In its assessment of each potential candidate, including those recommended by shareholders, the Board takes into account all factors it considers appropriate, which
may include (a) ensuring that the Board, as a whole, is diverse and consists of individuals with various and relevant career experience, relevant technical skills, industry knowledge and experience, financial expertise (including expertise that
could qualify a director as an “audit committee financial expert,” as that term is defined by the rules of the Commission), local or community ties, (b) minimum individual qualifications, including strength of character, mature judgment,
familiarity with our business and related industries, independence of thought and an ability to work collegially, and (c) contractual and other obligations to nominate individuals recommended by SG Broadcasting. The Board also may consider the
extent to which the candidate would fill a present need on the Board. After conducting an initial evaluation of a candidate, the Board would be expected to interview that candidate if it believes the candidate might be suitable to be a director and
may ask the candidate to meet with certain directors and management. If the Board believes a candidate would be a valuable addition to the Board, it would expect to nominate that candidate as a director.
Certain Committees of the Board
The standing committees of our Board are the Audit Committee and the Compensation Committee. MediaCo is a “controlled company” within the meaning of the Nasdaq listing
standards. As such, we are exempt from Nasdaq’s requirement that director nominees be selected exclusively by independent directors constituting a majority of the independent directors of the Board or that MediaCo have a nominations committee
comprised solely of independent directors. Accordingly, MediaCo does not have a separate standing nomination and corporate governance committee comprised of independent directors. The responsibilities and functions normally associated with such
committee are instead carried out by the full Board.
Audit Committee. The Audit Committee’s primary
responsibility is to engage our independent auditors and otherwise to monitor and oversee the audit process. The Audit Committee also undertakes other related responsibilities as summarized in the Report of the Audit Committee, included in the
Original Filing, and detailed in the Audit Committee Charter, which is available in the Corporate Governance section of our website (www.MediaCoHolding.com) located under the “Investors” heading. The Board has determined that the members of the
Audit Committee, Robert L. Greene (chair), Deborah McDermott, Mary Beth McAdaragh, Brett Pertuz and Amit Thakrar, are independent directors under the Exchange Act and the Nasdaq listing standards. The Board has determined that Mr. Greene is an
“audit committee financial expert” as defined in Item 407(d) of Regulation S-K. In making such determination, the Board took into consideration, among other things, the express provision in Item 407(d) of Regulation S-K that the determination
that a person is an audit committee financial expert shall not impose any greater responsibility or liability on that person than the responsibility and liability imposed on such person as a member of the Audit Committee, nor shall it affect the
duties and obligations of other Audit Committee members or the Board of Directors. The Audit Committee held four meetings during the last fiscal year.
Compensation Committee. The Compensation
Committee reviews our compensation and benefit plans for executive officers to ensure that our corporate objectives are met, establishes compensation arrangements and approves compensation payments to members of our Board and our executive
officers, and generally administers our equity incentive plans. The Compensation Committee’s charter is available in the Corporate Governance section of our website (www.MediaCoHolding.com) located under the “Investors” heading. The members of
the Compensation Committee are Deborah McDermott (chair), Colbert Cannon and Mary Beth McAdaragh, all of whom are independent directors under Nasdaq listing standards. The Compensation Committee held three meetings during the last fiscal year.
Additional Committees. The Company also has a
Diversity, Equity and Inclusion Committee, the sole member of which is Andrew Glaze, who is an independent director under Nasdaq listing standards.
Meeting Attendance
In 2024, our Board held four meetings, either in person or by telephone. Each director attended at least 75% of the aggregate of (1) the total number of meetings of
our Board held while he or she was a director and (2) the total number of meetings held by all committees on which he or she served during the periods that he or she served on the committee.
We believe that communication between our shareholders and the members of our Board is enhanced by the opportunity for personal interaction at our annual meeting of
shareholders. Accordingly, we encourage the members of our Board to attend our annual meeting of shareholders whenever possible.
Compensation of Directors
During 2021, the Compensation Committee authorized annual retainers of $75,000 for each director who is not an officer of Emmis, as well as the following retainers for
certain committee chairs: $50,000 for Board Chair, $50,000 for Audit Committee Chair, $50,000 for Acquisition Committee Chair, $50,000 for Digital Committee Chair, $50,000 for COVID Committee Chair, and $100,000 for Diversity Committee Chair.
However, these amounts remained subject to the previous decision by the directors, made in the summer of 2020, that each of the directors would reduce their annual $75,000 retainers by twenty percent, with Ms. McDermott reducing her retainer by
forty percent. This reduction has remained in effect since that time and remains in effect for 2024, except that for 2024, the amount of the reduction is expected to be paid in Class A Shares upon the approval in the future of a new equity
compensation plan. Ms. Hernández receives no additional compensation for her service on the Board. Additionally, Mr. Cannon and Mr. Pertuz receive no compensation for their
services on the Board.
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Name
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Fees Earned or
Paid in Cash ($)
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Stock Awards ($)
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Option Awards
($)
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All Other
Compensation ($)
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Total ($)
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|
J. Scott Enright
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Andrew P. Glaze
|
|
|
110,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
110,000
|
|
|
Robert L. Greene
|
|
|
110,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
110,000
|
|
|
Mary Beth McAdaragh
|
|
|
60,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
60,000
|
|
|
Deborah A. McDermott
|
|
|
225,632
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
225,632
|
|
|
Jeffrey H. Smulyan
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Patrick M. Walsh
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Amit Thakrar
|
|
|
60,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
$
|
60,000
|
|
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers and any beneficial owner of more than 10% of any class of our equity securities to file
with the Commission initial reports of beneficial ownership and reports of changes in ownership of any of our securities. These reports are made on documents referred to as Forms 3, 4 and 5. Our directors and executive officers must also provide us
with copies of these reports. We have reviewed the copies of the reports that we have received and any written representations that no Form 5 was required from the individuals required to file the reports that we have received, as well as reviewed
Forms 3, 4 and 5 filed with the Commission. Based on this review, we believe that during the year ended December 31, 2024, each of our directors and executive officers and beneficial owners of more than 10% of any class of our equity securities
timely complied with applicable reporting requirements for transactions in our equity securities, except (i) Mr. Brian Kei was late in filing his Form 3 in connection with his service as an executive officer and (ii) Mr. Kudjo Sogadzi was late in
filing his Form 4 in connection with a grant of shares as compensation for service on the Board in August 2023.
Insider Trading Policy
The Company has an Amended and Restated Securities Trading Policy that governs transactions in our securities by our directors, officers, and employees, as well as
temporary employees, independent consultants and contractors, and promote compliance with the laws and rules applicable thereto. The Amended and Restated Securities Trading Policy is filed with this Annual Report on Form 10-K as Exhibit 19.
| ITEM 11. |
EXECUTIVE COMPENSATION
|
During 2024, we experienced a transition of roles on our executive team following the transactions contemplated by the Asset Purchase Agreement. As of the end of
2024, we were managed by three executive officers: Alberto Rodriguez, our Interim Chief Executive Officer, who assumed that role on October 28, 2024; Debra DeFelice, our Chief Financial Officer, who assumed that role on September 26, 2024; and
René Santaella, our Chief Operating Officer, who assumed that role on October 29, 2024. During 2024, we also had two other principial executive officers, who served on an interim basis and are listed in the following table based on applicable
provisions of Regulation S-K: Jacqueline Hernández served as our principal executive officer from April 17, 2024 to October 28, 2024 and Kudjo Sogadzi served as our principal executive officer from October 11, 2023 through April 17, 2024. In
addition, Brian Kei served as our Chief Operating Officer from April 18, 2024 through October 24, 2024, and is also listed in the following table based on applicable provisions of Regulation S-K.
The following table sets forth the compensation awarded to, earned by, or paid to Mr. Rodriguez, Ms. DeFelice, Mr. Santaella, Ms. Hernández and Mr. Sogadzi, as
approved by the Compensation Committee of our Board, which has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Compensation Committee seeks to ensure that the total
compensation paid to the executives is fair, reasonable and competitive.
2024 SUMMARY COMPENSATION TABLE
|
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Stock
Awards ($) -
|
|
Option
Awards ($)
|
|
All Other
Compensation
($) (1)
|
|
Total ($)
|
|
Alberto Rodriguez
|
|
2024
|
|
186,723
|
|
—
|
|
—
|
|
—
|
|
—
|
|
186,723
|
|
Interim Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debra DeFelice
|
|
2024
|
|
226,862
|
|
45,000
|
|
—
|
|
—
|
|
305
|
|
272,167
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
René Santaella
|
|
2024
|
|
408,854
|
|
361,200
|
|
—
|
|
—
|
|
—
|
|
770,054
|
|
Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jacqueline Hernández
|
|
2024
|
|
510,203
|
|
—
|
|
—
|
|
—
|
|
—
|
|
510,203
|
|
Former Interim Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kudjo Sogadzi
|
|
2024
|
|
232,342
|
|
—
|
|
—
|
|
—
|
|
176
|
|
232,518
|
|
Former Principal Executive Officer
|
|
2023
|
|
92,308
|
|
—
|
|
100,001(2)
|
|
—
|
|
176
|
|
192,485
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brian Kei
|
|
2024
|
|
450,694
|
|
709,500
|
|
—
|
|
—
|
|
47,594
|
|
1,207,788
|
|
Former Chief Operating Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
(1) |
These amounts represent:
|
|
• |
for Ms. DeFelice and Mr. Sogadzi, $305 and $176, respectively, for payments of premiums on long-term disability insurance.
|
|
• |
for Mr. Kei, consists of payments made upon his separation from the Company, including for accrued and unused paid time off.
|
| |
(2) |
$100,001 reflects the aggregate grant date fair value of stock awards granted to Mr. Sogadzi in 2023, computed in accordance with ASC Topic 718.
|
OUTSTANDING EQUITY AWARDS AT YEAR-END 2024
| |
|
Option Awards
|
|
|
Stock Awards
|
|
| |
|
Number of
Securities
Underlying
Unexercised
Options (#)
|
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
|
|
|
Option
Exercise
Price ($)
|
|
|
Option
Expiration
Date
|
|
|
Number of
Shares or
Units of
Stock That
Have Not
Vested (#)
|
|
|
Market
Value of
Shares or
Units of
Stock That
Have Note
Vested ($)(1)
|
|
|
Name
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Alberto Rodriguez
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Debra DeFelice
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
René Santaella
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Jacqueline Hernández
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Kudjo Sogadzi
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
87,741
|
|
|
$ |
100,025
|
|
|
Brian Kei
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
| |
(1) |
Calculated using the $1.14 closing price of our Class A Shares on December 31, 2024.
|
Retirement Plan
The Company sponsors a Section 401(k) retirement savings plan that is available to substantially all employees 18 years of age and older who have at least 30 days of
service. Employees may make pre-tax contributions to the plan of up to the annual limit prescribed by the Internal Revenue Service (“IRS”). The Company may make discretionary matching contributions to the plans in the form of cash. Employee
contributions are matched at 100% up to a maximum of 2% of eligible compensation.
Policies and Practices Related to the Grant of Certain Equity Awards
In response to Item 402(x)(1) of Regulation S-K, the Company does not currently grant new awards of stock options, stock appreciation rights, or similar option-like
instruments. Accordingly, the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of material nonpublic information by the Company. In the event the Company determines to grant new
awards of such options, the Board will evaluate the appropriate steps to take in relation to the foregoing.
| ITEM 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
As of April 18, 2025, there were 41,238,824 Class A Shares and 5,413,197 shares of Class B Common Stock, par value $0.01 per share (“Class B Shares”) issued and
outstanding. The Class A Shares are entitled to an aggregate of 41,238,824 votes and the Class B Shares are entitled to an aggregate of 54,131,970 votes. The following table shows, as of April 18, 2025, the number of shares and percentage of our
Class A Shares and Class B Shares held by each person known to us to own beneficially more than five percent of the issued and outstanding Class A Shares or Class B Shares, by our named executive officers and our directors, and by our named
executive officers and directors as a group. Unless otherwise specified, the address of each person listed is: c/o MediaCo Holding Inc., 48 W. 25th Street, Floor 3, New York, NY 10010.
| |
|
Class A Shares
|
|
|
Class B Shares
|
|
|
|
|
|
|
|
|
Five Percent Shareholders,
Directors, Nominees and
Named Executive Officers
|
|
Amount
and Nature
of
Beneficial
Ownership
Class A
Shares (1)
(2)
|
|
|
Percent of
Class
|
|
|
Amount and
Nature of
Beneficial
Ownership
Class B Shares
(1)
|
|
|
Percent of
Class
|
|
|
Total Beneficial
Ownership of
Outstanding MediaCo
Interests (2)
|
|
|
Percent of Total
Voting Power of
Outstanding
MediaCo Interests
|
|
|
Standard General, L.P.
|
|
|
42,945,193
|
(3)
|
|
|
92.05
|
%
|
|
|
5,413,197
|
|
|
|
100.00
|
%
|
|
|
42,945,193
|
|
|
|
96.11
|
%
|
|
Named Executive Officers:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Alberto Rodriquez
|
|
|
—
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
*
|
|
|
Debra DeFelice
|
|
|
71,425
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
71,425
|
|
|
|
*
|
|
|
René Santaella
|
|
|
—
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
*
|
|
|
Jacqueline Hernández
|
|
|
—
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
*
|
|
|
Kudjo Sogadzi
|
|
|
27,364
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
27,364
|
|
|
|
*
|
|
|
Brian Kei
|
|
|
—
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
*
|
|
|
Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Colbert Cannon
|
|
|
—
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
*
|
|
|
Andrew P. Glaze
|
|
|
124,020
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
124,020
|
|
|
|
*
|
|
|
Robert L. Greene
|
|
|
20,849
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
20,849
|
|
|
|
*
|
|
|
Mary Beth McAdaragh
|
|
|
37,789
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
37,789
|
|
|
|
*
|
|
|
Deborah A. McDermott
|
|
|
47,348
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
47,348
|
|
|
|
*
|
|
|
Brett Pertuz
|
|
|
—
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
—
|
|
|
|
*
|
|
|
Amit Thakrar
|
|
|
12,856
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
12,856
|
|
|
|
*
|
|
|
All Executive Officers and Directors as a Group (11 persons)(4)
|
|
|
314,287
|
|
|
|
*
|
|
|
|
—
|
|
|
|
—
|
%
|
|
|
314,287
|
|
|
|
*
|
|
|
Other 5% Shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
HPS Group GP, LLC(5)
|
|
|
35,257,690
|
|
|
|
46.09
|
%
|
|
|
—
|
|
|
|
—
|
%
|
|
|
35,257,690
|
|
|
|
26.99
|
%
|
* Less than 1%.
(1) Unless otherwise indicated, each of the shareholders has sole voting and investment power with respect to the securities shown to be owned by such shareholder. The
inclusion herein of securities listed as beneficially owned does not constitute an admission of beneficial ownership.
(2) As Class B Shares are convertible into Class A Shares at the election of the holder, the beneficial ownership reported herein assumes that the beneficial owner
(and no other shareholder) elected to convert all Class B Shares beneficially owned by such beneficial owner into Class A Shares.
(3) Includes 5,413,197 Class B Shares. All shares beneficially owned by Standard General are held by SG Broadcasting and certain funds. Soohyung Kim is the managing
member and Standard General serves as investment manager for SG Broadcasting and such funds. Mr. Kim is the managing partner and chief investment officer of Standard General and a director of the general partner of Standard General. By virtue of
the foregoing, Standard General and Mr. Kim may be deemed to beneficially own these shares. Each of Mr. Kim and Standard General disclaims beneficial ownership of the shares reported except to the extent of its or his pecuniary interest in such
shares. The principal address of Standard General is 767 Fifth Avenue, 12th Floor, New York, NY 10153.
(4) All Executive Officers and Directors as a Group does not include Kudjo Sogadzi, the Company’s former Interim President, and Brian Kei, the Company’s former Chief
Operating Officer, since they were not serving as executive officers as of December 31, 2024.
(5) Represents (i) 28,206,152 Class A Shares issuable upon the exercise of the Class A Common Stock Purchase Warrant (the “Warrant”) issued by the Company to
Aggregator on April 17, 2024 and (ii) 7,051,538 Class A Shares issuable upon the exercise of a right of Estrella Media, a subsidiary of Aggregator, to put the equity interests of certain subsidiaries holding certain broadcast assets (the “Put
Option”). Scott Kapnick is the sole member of HPS Group GP, LLC, which is the non-member manager of Aggregator. Estrella Media is indirectly wholly owned by Aggregator. By virtue of the foregoing, Scott Kapnick, Aggregator and Estrella Media may
be deemed to beneficially own these shares. The principal address of HPS Group GP, LLC is 40 W 57th Street, 33rd Floor, New York, NY 10019.
| ITEM 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
Independent Directors
Our Board currently consists of eight members. Of these, our Board has determined that seven (Mses. McAdaragh and McDermott, and Messrs. Cannon, Glaze, Greene, Pertuz
and Thakrar) qualify as “independent directors” under the listing standards of Nasdaq. In addition, MediaCo is a “Controlled Company” as defined in the Nasdaq listing standards. The company is, therefore, pursuant to Nasdaq Marketplace Rule
5615(c)(2), exempt from certain aspects of Nasdaq’s listing standards relating to independent directors.
Transactions With Related Persons
Transaction with Estrella
Asset Purchase Agreement
On April 17, 2024, MediaCo and Purchaser, entered into the Asset Purchase Agreement, pursuant to which Purchaser purchased substantially all of the assets of Estrella
and its subsidiaries (other than certain broadcast assets owned by Estrella and its subsidiaries (the “Estrella Broadcast Assets”)) (the “Purchased Assets”), and assumed substantially all of the liabilities (the “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
Class A Shares;
ii. 60,000 shares of a newly designated series of MediaCo’s
preferred stock designated as “Series B Preferred Stock” (the “Series B Preferred Stock”), the terms of which are described below;
iii. A term loan in the principal amount of $30.0 million
under the Second Lien Credit Agreement (as defined below) (the “Second Lien Term Loan”); and
iv. An aggregate cash payment in the amount of approximately
$30.0 million to be used, in part, for the repayment of certain indebtedness of Estrella and payment of certain Estrella transaction expenses.
The shares of Class A Shares issuable upon the exercise of the Warrant and the shares of Class A Shares issuable upon the exercise of the Option Agreement (as defined
below) represented approximately 43% of the outstanding shares of Class A Shares on a fully diluted basis (assuming the full exercise of the Warrant and the Option Agreement).
The Warrant, the shares of Series B Preferred Stock and the Second Lien Term Loan are initially held by an affiliate of HPS.
The Asset Purchase Agreement required MediaCo to prepare and file with the Commission a proxy statement to be sent to MediaCo shareholders relating to a special
meeting of MediaCo shareholders (the “Shareholders Meeting”) to be held to consider approval of the issuance of shares of Class A Shares upon exercise of the Warrant and the issuance of shares of Class A Shares pursuant to the Option Agreement (the
“Proposal”). The Board directed the Proposal be submitted to a vote at the Shareholders Meeting and recommended that MediaCo’s shareholders vote in favor of approval of the Proposal. On March 6, 2025, the shareholders voted to approve the Proposal.
The Asset Purchase Agreement includes representations, warranties and covenants of the parties customary for a transaction of this nature.
Option Agreement
On April 17, 2024, in connection with the Transactions contemplated by the Asset Purchase Agreement (the “Transactions”), MediaCo and Purchaser entered into an Option
Agreement (the “Option Agreement”) with Estrella and certain subsidiaries of Estrella pursuant to which (i) Purchaser was granted the option to purchase 100% of the equity interests of certain subsidiaries of Estrella holding the Estrella Broadcast
Assets (the “Option Subsidiaries Equity”) in exchange for 7,051,538 shares of Class A Shares, and (ii) Estrella was granted the right to put the Option Subsidiaries Equity to Purchaser for the same consideration beginning six months after the date
of the closing of the Transactions (the “Closing Date”).
Voting and Support Agreement
On April 17, 2024, in connection with the Transactions, SG Broadcasting, the holder of shares of Class A Shares and Class B Shares representing a majority of the
voting power of the shares of MediaCo, entered into a Voting and Support Agreement with MediaCo and Estrella (the “Voting and Support Agreement”), pursuant to which SG Broadcasting agreed to, among other things, and subject to the terms and
conditions set forth therein, at any meeting of MediaCo shareholders (including the Shareholders Meeting), or at any adjournment or postponement thereof, vote in favor of the Proposal and against any action or proposal that would reasonably be
expected to prevent or materially delay consummation of the Proposal. The Voting Agreement also includes certain customary restrictions on SG Broadcasting’s ability to transfer its shares of MediaCo stock. The Voting Agreement will automatically
terminate upon the date on which the Proposal is approved.
Warrant
On April 17, 2024, in connection with the Transactions, MediaCo issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A Shares (the
“Warrant Shares”), subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001. Subject to certain limitations, the Warrant also provides that the Warrant holder has the right to participate in
distributions on Class A Shares on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant exceed 19.9% of the aggregate number
of shares of common stock of MediaCo outstanding, or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in accordance with the applicable rules
of Nasdaq, unless and until the Proposal has been approved.
First Lien Term Loan
In order to finance the Transactions, MediaCo and its direct and indirect subsidiaries entered into a maximum $45.0 million first lien term loan credit facility, dated
April 17, 2024 (the “First Lien Credit Agreement”), with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. Under the terms of the First Lien Credit Agreement, MediaCo received an initial term loan of $35.0
million on April 17, 2024 (the “Initial Loan”) and was provided with a subsequent delayed draw facility of up to $10.0 million that may be provided for additional working capital purposes under certain conditions (the “Delayed Draw” and the loans
thereunder, the “Delayed Draw Term Loans”). The Initial Loan and Delayed Draw Term Loans are collectively referred to as the “First Lien Term Loans.” The proceeds of the Initial Loan were used to finance the Transactions, pay off certain existing
indebtedness in connection therewith and pay related fees and transaction costs. The Initial Loan will mature on April 17, 2029, and each Delayed Draw Term Loan will mature on the date that is two years after the drawing of such Delayed Draw Term
Loan. First Lien Term Loans will be subject to monthly amortization payments equal to 0.8333% of the initial principal amount of the First Lien Term Loans, and monthly interest payments at a rate of SOFR + 6.00%. The First Lien Term Loans are
subject to a borrowing base in accordance with the terms of the First Lien Credit Agreement.
Second Lien Term Loan
In addition, MediaCo and its direct and indirect subsidiaries entered into a $30.0 million second lien term loan credit facility, dated April 17, 2024 (the “Second
Lien Credit Agreement”), with HPS as term agent, and the lenders party thereto. Under the terms of the Second Lien Credit Agreement, MediaCo was deemed to receive the Second Lien Term Loan of $30.0 million on April 17, 2024 in exchange for the
Transactions. The Second Lien Term Loan will mature on April 17, 2029 and will be subject to monthly interest payments at a rate of SOFR + 6.00%. The Second Lien Term Loans are subject to a borrowing base in accordance with the terms of the
Second Lien Credit Agreement.
Shareholders Agreement
On April 17, 2024, in connection with the Transactions, MediaCo entered into a shareholders’ agreement with SG Broadcasting and Aggregator (the “Shareholders
Agreement”). The Shareholders Agreement provides Aggregator (i) the right to designate up to three individuals for election to the Board (each such designee, an “Investor Director Designee”), subject to reduction and termination based on certain
MediaCo stock ownership requirements (including that such designation right falls away upon Aggregator ceasing to beneficially own at least ten percent (10%) of the fully diluted MediaCo common stock for ten consecutive days), and (ii) certain
consent rights over material actions taken by MediaCo.
Registration Rights Agreement
On April 17, 2024, in connection with the Transactions, MediaCo entered into a registration rights agreement with SG Broadcasting and Aggregator (the “Registration
Rights Agreement”), pursuant to which MediaCo has granted each of SG Broadcasting and Aggregator customary underwritten shelf takedown and piggyback rights with respect to the registration of shares of Class A Shares with the Commission under the
Securities Act of 1933, as amended (the “Securities Act”). In addition, MediaCo has agreed to prepare and file within three months of the Closing Date a registration statement covering the sale or distribution of shares of Class A Shares held by
SG Broadcasting and Aggregator.
Network Affiliation and Supply Agreements
On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Program Supply Agreement (the “Network Program Supply Agreement”) with certain
subsidiaries of Estrella that operate radio broadcast stations (the “Radio Stations”). Pursuant to the Network Program Supply Agreement, Purchaser has agreed to license certain programs and other material to the Radio Stations for distribution on
the Radio Stations’ broadcast channels.
On April 17, 2024, in connection with the Transactions, Purchaser entered into a Network Affiliation Agreement (the “Network Affiliation Agreement”) with certain
subsidiaries of Estrella that operate television broadcast stations (the “TV Stations”). Pursuant to the Network Affiliation Agreement, Purchaser has agreed to license certain programs and other material to the TV Stations for distribution on the
TV Stations’ broadcast channels.
Relationship and Agreements with Emmis
MediaCo was formed by Emmis Communications Corporation (“Emmis”) in connection with a transaction (the “Emmis Transactions”) with SG Broadcasting that involved, among
other things, Emmis conveying the assets of radio stations WBLS-FM and WQHT-FM (the “New York Radio Stations”) to MediaCo (the “Separation”) and distributing (the “Distribution”) all of MediaCo’s Class A Shares to all of Emmis’ shareholders pro
rata. Emmis and the Company operate separately, each as an independent public company. In connection with the Separation, we and Emmis entered into certain agreements to affect the separation of our business from Emmis and govern our relationship
with Emmis after the Separation. The following is a summary of the terms of the material agreements that we have entered into with Emmis. These summaries set forth the terms of the agreements that we believe are material and are qualified in their
entirety by reference to the full text of such agreements.
Transaction Agreement
On June 28, 2019, we entered into a certain Contribution and Distribution Agreement with Emmis and SG Broadcasting (the “Transaction Agreement”). The Transaction
Agreement sets forth our agreements with Emmis and SG Broadcasting regarding the principal actions to be taken in connection with the Emmis Transactions. The Transaction Agreement identified assets to be transferred, liabilities to be assumed and
contracts to be assigned to the Company as part of the separation, and it provided for when and how these transfers, assumptions and assignments will occur.
Initial Contribution, SG Broadcasting Investment, Purchase Price and Adjustment. At the closing of the Emmis Transactions and pursuant to the terms of the Transaction Agreement, SG Broadcasting made an investment in MediaCo (the “Initial SG Broadcasting Investment”) consisting of $41,500,000 plus
the $6,250,000 for additional working capital purposes. As consideration for the SG Broadcasting Investment, MediaCo issued to SG Broadcasting a convertible promissory note payable by MediaCo in the amount of $6,250,000 (the “Original SG
Broadcasting Promissory Note”) and issued to SG Broadcasting 5,359,753 Class B Shares, which constituted all of the issued and outstanding Class B Shares, representing in the aggregate an approximately 76.28% equity ownership interest and 96.98%
of the outstanding voting interests of MediaCo immediately following the Emmis Transactions. Contemporaneously, Emmis contributed the assets of the NY Radio Stations to MediaCo and MediaCo paid to Emmis the sum of $91,500,000 (the “Purchase
Price”), issued the Emmis Promissory Note, secured the use of $5,000,000 of working capital from Emmis which was required to be repaid within nine months following the closing of the Emmis Transactions (and was so repaid), and issued to Emmis
1,666,667 Class A Shares, which constituted all of the issued and outstanding Class A Shares and represented in the aggregate approximately 23.72% equity ownership interest and 3.02% of the outstanding voting interests of MediaCo immediately
following the Emmis Transactions. In connection with the Distribution, Emmis was issued an additional 16,619 Class A Shares in order to enable 0.1265 Class A Shares to be distributed for each share of Emmis common stock outstanding, and SG
Broadcasting was issued an additional 53,444 Class B Shares to enable SG Broadcasting to retain its proportionate ownership percentage in MediaCo.
Contemporaneously with the close of the Emmis Transactions, to fund the Purchase Price, the Company entered into a five-year senior secured term loan agreement (the
“Senior Credit Facility”) by and among MediaCo Holding Inc., 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. The Senior Credit Facility originally provided for initial borrowings of up to $50,000,000, which net proceeds, along with the proceeds from the Initial SG Broadcasting and the Original SG Broadcasting
Promissory Note, were paid to Emmis as consideration for the NY Radio Stations, as well as one tranche of additional borrowings of $25,000,000. On December 13, 2019, the Company entered into an amendment and restatement of the Senior Credit
Facility (the “Amended and Restated Senior Credit Facility”) to provide for an additional approximately $23,500,000 in incremental term loans, the proceeds of which were used to fund the Company’s obligations in connection with the transactions.
On December 9, 2022, following the consummation of the transactions contemplated by the Purchase Agreement, the Company repaid in full, without penalty, all of its
obligations under the Senior Credit Facility, which was terminated at that time.
Indemnification. The Transaction Agreement provides for
releases with respect to pre closing claims arising from the Emmis Transactions, and with respect to post Distribution claims, except as otherwise provided in the Transaction Agreement, indemnifications principally designed to place financial
responsibility for obligations and liabilities allocated to MediaCo under the Transaction Agreement with MediaCo and financial responsibility for obligations and liabilities allocated to Emmis under the Transaction Agreement with Emmis. Other
than in limited circumstances, Emmis shall only be responsible for certain breaches of representations and warranties if losses exceed one percent (1%) and the maximum recovery is limited to ten percent (10%) of the Purchase Price.
Other Matters Governed by the Contribution and Distribution Agreement. Other matters governed by the Transaction Agreement include, without limitation, access to financial and other information, insurance, confidentiality and access to and provision of records.
Emmis Promissory Note
The Emmis Convertible Promissory Note carries interest at a base rate equal to the interest on any senior credit facility of MediaCo, or if no senior credit facility
is outstanding, of 6.00%, and an additional increase of 1.00% following the second anniversary of the date of issuance and additional increases of 1.00% following each successive anniversary thereafter. The Emmis Promissory Note has a maturity date
of the fifth (5th) anniversary of its execution. Additionally, the Emmis Promissory Note will be payable in interest in kind through maturity, and will be convertible into Class A Shares at the option of Emmis beginning six (6) months after
issuance and at a strike price equal to the thirty (30) day volume weighted average price of the Class A Shares on the date of conversion.
On August 19, 2022, Emmis exercised its right under the Emmis Convertible Promissory Note to convert thirty thousand dollars ($30,000.00) of the outstanding principal
for 11,000 shares of the Company’s Class A Shares. On December 21, 2022, Emmis exercised its right under the Emmis Convertible Promissory Note to convert $0.9 million of the outstanding principal and $0.1 million of accrued but unpaid interest for
0.8 million shares of the Company’s Class A Shares.
The Emmis Convertible Promissory Note matured on November 25, 2024 and was settled in cash.
Shared Services Agreements
At closing of the Emmis Transactions, we entered into two Shared Services Agreements with Emmis. Historically, Emmis has operated radio stations WLIB AM and WEPN FM
(which were retained by Emmis) from many of the same facilities and using many of the same personnel as used in the operation of NY Radio Stations. The Shared Services Agreements became operative as of the completion of the Separation to allow
Emmis to continue to use MediaCo’s facilities, equipment and personnel consistent with past practices. Emmis is to reimburse MediaCo for all incremental out of pocket costs and expenses incurred by MediaCo in connection with this arrangement.
Antenna Site Agreement
At closing of the Emmis Transactions, we entered into an Antenna Site Agreement with WLIB. Historically, WBLS FM has used the antenna site owned by WLIB in Lyndhurst,
New Jersey as an emergency backup site from which to broadcast WBLS FM’s programs in the event its other broadcast antennas are unavailable. The Antenna Site Agreement allows WBLS FM antenna space on the WLIB tower, as well as ground space for WBLS
FM transmission equipment. The Antenna Site Agreement is to last for an initial term of 20 years, with two automatic renewal periods of 10 years each, unless MediaCo provides notice to WLIB of its intention to not renew the lease for an additional
term. MediaCo is to pay to WLIB an annual license fee of ten dollars ($10.00).
Previously Terminated Agreements
At closing of the Emmis Transactions, MediaCo entered into an Employee Leasing Agreement, a Management Agreement and a Local Programming and Marketing Agreement with
Emmis. All of such agreements were terminated by mutual agreement prior to 2022.
Relationship and Agreements with SG Broadcasting
At the closing of the Emmis Transactions and pursuant to the terms of the Transaction Agreement, SG Broadcasting made the Initial SG Broadcasting Investment. As
consideration for the Initial SG Broadcasting Investment, MediaCo issued to SG Broadcasting the Original SG Broadcasting Promissory Note and 5,359,753 Class B Shares, which constituted all of the issued and outstanding Class B Shares, representing
in the aggregate an approximately 76.28% equity ownership interest and 96.98% of the outstanding voting interests of MediaCo immediately following the Emmis Transactions. Following closing of the Emmis Transactions, SG Broadcasting owns all of the
issued and outstanding Class B Shares, representing an approximately 76.28% equity ownership interest and a 96.98% voting interest in MediaCo.
On February 28, 2020, MediaCo amended and restated the Original SG Promissory Note to allow SG Broadcasting to fund up to an additional $4 million (the “Amended and
Restated SG Promissory Note”), and on March 27, 2020, further amended and restated the Amended and Restated SG Promissory Note to allow SG Broadcasting to fund up to an additional $9.75 million (the “Second Amended and Restated SG Promissory
Note”). On September 30, 2020, SG Broadcasting loaned an additional $0.3 million to the Company pursuant to an additional SG Broadcasting Promissory Note (the “Second SG Promissory Note, and together with the Amended and Restated SG Promissory
Note, the “SG Broadcasting Notes”). The SG Broadcasting Notes carry interest at a base rate equal to the interest on any senior credit facility, or if no senior credit facility is outstanding, of 6.00%, and an additional increase of 1.00% following
the second anniversary of the date of issuance and additional increases of 1.00% following each successive anniversary thereafter. The SG Broadcasting Notes will have a maturity date of six (6) months after the fifth (5th) anniversary of execution
of the Original SG Promissory Note. Additionally, the SG Broadcasting Notes will be payable in interest in kind through maturity. Subject to the Share Cap (as defined in Proposal 3), the SG Broadcasting Notes are convertible into Class A Shares at
the option of SG Broadcasting at a strike price equal to the thirty (30) day volume weighted average price of the Class A Shares on the date of conversion. On July 28, 2022, SG Broadcasting exercised its right under the SG Broadcasting Promissory
Notes to fully convert the outstanding principal and accrued but unpaid interest into the Company’s Class A Shares, and the 2019/2020 SG Broadcasting Promissory Notes were terminated at that time, while the May 2021 SG Broadcasting Promissory Note
remains outstanding, but with no amounts outstanding as of December 31, 2022.
On April 17, 2024, SG Broadcasting entered into the Voting and Support Agreement. See “— Transaction with Estrella” for more information.
On October 29, 2024, the Company and Standard Media Group LLC (“SMG”) entered into an Employee Leasing Agreement, effective as of October 1, 2024 (the “Leasing
Agreement”). SMG is a wholly-owned subsidiary of Standard General. Standard General is an affiliate of the controlling shareholder of the Company, SG Broadcasting. Under the Leasing Agreement, the Company obtained the services of several SMG
employees to serve various roles for the Company, including with respect to the legal, digital products, broadcast IT, and news operations function. The Leasing Agreement is an at-cost arrangement, with the Company paying only for a percentage of
the actual cost of employing each leased employee, with no markup or service fees above the Company’s share of the actual fully-loaded cost of each leased employee.
| ITEM 14. |
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
Fees Paid to Independent Registered Public Accountants
The following table sets forth the fees (including cost reimbursements) paid to Ernst & Young LLP (Indianapolis, IN, PCAOB ID 42) for the year ended December 31, 2023 and December 31, 2024, for various categories of professional services they performed as our independent
registered public accountants.
| |
|
Year ended
December 31, 2023
|
|
|
Year ended
December 31, 2024
|
|
|
Audit Fees
|
|
$
|
392,750
|
|
|
$
|
704,250
|
|
|
Audit-Related Fees
|
|
|
118,000
|
|
|
|
947,968
|
|
|
Tax Fees
|
|
|
0
|
|
|
|
16,265
|
|
|
All Other Fees
|
|
|
0
|
|
|
|
0
|
|
|
Total Fees
|
|
$
|
510,750
|
|
|
$
|
1,668,483
|
|
(1) Includes audit related fees incurred and expensed.
(2) In 2024, other audit fees incurred related to the Estrella Acquisition and our at-the-market offering. In 2023, other audit fees incurred related to the annual comfort letter relating to our at-the-market offering, the
divestiture of our outdoor advertising business, and discontinued operations.
Engagement of the Independent Registered Public Accountants and Approval of Services
During the year ended December 31, 2024, prior to engaging the independent registered public accountants to render the above services and pursuant to its charter, the
Audit Committee approved the engagement for each of the services and determined that the provision of such services by the independent registered public accountants was compatible with the maintenance of Ernst & Young LLP’s independence in the
conduct of its auditing services. Under its current charter, it is the policy of the Audit Committee (or in certain instances, the chairman of the Audit Committee) to pre-approve the retention of the independent registered public accountants for
any audit services and for any non-audit services, including tax services. No services were performed during the fiscal year ended December 31, 2024, under the de minimis exception in Rule 2-01(c) (7)(i)(C) of Regulation S-X.
PART IV
| ITEM 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Financial Statements
The financial statements filed as a part of this report are set forth under Item 8.
Financial Statement Schedules
No financial statement schedules are required to be filed with this report.
Exhibits
The following exhibits are filed or incorporated by reference as a part of this report (unless otherwise indicated, (i) each filed document from which
an exhibit has been incorporated has been filed by the Company, and (ii) the file number with respect to each filed document is 1-39029):
| |
|
|
|
|
|
Incorporated by Reference
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
Herewith
|
|
Form
|
|
Period
Ending
|
|
Exhibit
|
|
Filing
Date
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
1.1
|
|
|
|
|
|
8-K
|
|
|
|
1.1
|
|
12/13/2024
|
|
2.1*
|
|
|
|
|
|
8-K
|
|
|
|
2.1
|
|
4/18/2024
|
|
3.1
|
|
|
|
|
|
10-KT
|
|
12/31/2019
|
|
3.1
|
|
3/27/2020
|
|
3.2
|
|
|
|
|
|
8-K
|
|
|
|
3.1
|
|
3/27/2023
|
|
3.3
|
|
|
|
|
|
8-K
|
|
|
|
3.1
|
|
4/18/2024
|
|
3.4
|
|
|
|
|
|
10-K
|
|
12/31/2021
|
|
3.2
|
|
3/24/2022
|
|
4.1
|
|
|
|
|
|
10-KT
|
|
12/31/2019
|
|
4.1
|
|
3/27/2020
|
|
4.2
|
|
|
|
|
|
8-K
|
|
|
|
4.1
|
|
4/18/2024
|
|
10.1*
|
|
|
|
|
|
8-K
|
|
|
|
10.1
|
|
4/18/2024
|
|
10.2†
|
|
|
|
|
|
Definitive Proxy
|
|
|
|
Ex. A
|
|
4/2/2021
|
|
10.3
|
|
|
|
|
|
8-K
|
|
|
|
10.8
|
|
11/27/2019
|
|
10.4†
|
|
|
|
|
|
10-Q
|
|
6/30/2020
|
|
10.2
|
|
8/14/2020
|
| |
|
|
|
|
|
Incorporated by Reference
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
Herewith
|
|
Form
|
|
Period
Ending
|
|
Exhibit
|
|
Filing
Date
|
|
10.5
|
|
|
|
|
|
8-K
|
|
|
|
10.2
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|
4/18/2024
|
|
10.6
|
|
|
|
|
|
8-K
|
|
|
|
10.3
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|
4/18/2024
|
|
10.7
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|
|
|
|
|
8-K
|
|
|
|
10.4
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|
4/18/2024
|
|
10.8
|
|
|
|
|
|
8-K
|
|
|
|
10.5
|
|
4/18/2024
|
|
10.9
|
|
|
|
|
|
10-Q
|
|
6/30/2024
|
|
10.6
|
|
9/18/2024
|
|
10.10
|
|
|
|
|
|
10-Q
|
|
6/30/2024
|
|
10.7
|
|
9/18/2024
|
|
10.11
|
|
|
|
|
|
10-Q
|
|
6/30/2024
|
|
10.8
|
|
9/18/2024
|
|
10.12
|
|
|
|
|
|
8-K
|
|
|
|
10.1
|
|
9/16/2024
|
|
10.13
|
|
|
|
|
|
8-K
|
|
|
|
10.2
|
|
9/16/2024
|
|
10.14†
|
|
|
|
|
|
8-K
|
|
|
|
99.1
|
|
10/7/2024
|
|
10.15†
|
|
|
|
|
|
8-K
|
|
|
|
99.2
|
|
10/7/2024
|
|
10.16
|
|
|
|
|
|
8-K
|
|
|
|
10.1
|
|
10/30/2024
|
|
19
|
|
|
|
|
|
10-K
|
|
12/31/2024
|
|
19
|
|
4/15/2025
|
|
21
|
|
|
|
|
|
10-K
|
|
12/31/2024
|
|
19
|
|
4/15/2025
|
| |
|
|
|
|
|
Incorporated by Reference
|
|
|
|
Exhibit
Number
|
|
Exhibit Description
|
|
Filed
Herewith
|
|
Form
|
|
Period
Ending
|
|
Exhibit
|
|
Filing
Date
|
|
23
|
|
|
|
|
|
10-K
|
|
12/31/2024
|
|
23
|
|
4/15/2025
|
|
31.1
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
10-K
|
|
12/31/2024
|
|
32.1
|
|
4/15/2025
|
|
32.2
|
|
|
|
|
|
10-K
|
|
12/31/2024
|
|
32.2
|
|
4/15/2025
|
|
97†
|
|
|
|
|
|
10-K
|
|
12/31/2023
|
|
97
|
|
4/1/2024
|
|
101.INS
|
|
Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL
document)
|
|
X
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
Inline XBRL Taxonomy Extension Schema Document
|
|
X
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
Inline XBRL Taxonomy Extension Labels Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
Inline XBRL Taxonomy Extension Definition Linkbase Document
|
|
X
|
|
|
|
|
|
|
|
|
|
104
|
|
Cover Page Interactive Data File (embedded within the Inline XBRL document)
|
|
X
|
|
|
|
|
|
|
|
|
| + |
The Registrant will furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.
|
| † |
Constitutes a management contract or compensatory plan or arrangement.
|
| * |
Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted attachment
to the Commission upon request.
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
| |
MEDIACO HOLDING INC.
|
|
| |
|
|
|
|
Date: April 30, 2025
|
By:
|
/s/ Alberto Rodriguez |
|
| |
|
Alberto Rodriguez
|
|
| |
|
Interim Chief Executive Officer and President
(Principal Executive Officer)
|
|
| |
|
|
|
|
Date: April 30, 2025
|
By:
|
/s/ Debra DeFelice |
|
| |
|
Debra DeFelice
|
|
| |
|
Chief Financial Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer)
|
|
21