v3.26.1
LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK
6 Months Ended
Jun. 30, 2026
Debt Disclosure [Abstract]  
LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK
8. LONG-TERM DEBT, WARRANTS, AND SERIES B PREFERRED STOCK
Long-term debt, and Series B Preferred Stock was comprised of the following at June 30, 2026 and December 31, 2025:
June 30, 2026December 31, 2025
First Lien Term Loans$45,000 $45,000 
Second Lien Term Loan31,771 30,446 
Less: Current maturities(74,956)(10,000)
Less: Unamortized original issue discount and deferred financing costs(1,815)(2,162)
Total long-term debt$— $63,284 
Series B Preferred Stock$44,547 $41,320 
First Lien Term Loans
The Company has a first lien term loan credit facility (the “First Lien Credit Agreement”) of $45.0 million with WhiteHawk Capital Partners, LP, as administrative and collateral agent, and various lenders from time-to-time party thereto.
The term loans under the First Lien Credit Agreement bear interest at a rate of SOFR + 6.00%.and require monthly interest payments. The First Lien Credit Agreement consists of an $35.0 million initial term loan (the “Initial Term Loan”) and delayed draw term loans in an aggregate amount up to $10.0 million (the “Delayed Draw Term Loans”). The first of such Delayed Draw Term Loans of $5.0 million was made on May 2, 2024 and the second of such Delayed Draw Term Loans of $5.0 million was made on July 17, 2024. The Initial Term Loan matures on April 17, 2029. During the first quarter of 2026, the Company obtained an amendment that extended the maturity of its First Lien Credit Agreement debt previously due in May 2026 to July 30, 2026 and waived certain covenant requirements. In August 2026, the Company entered into a second amendment to the First Lien Credit Agreement that further extended the maturity dates of both Delayed Draw Term Loans from July 30, 2026 to October 31, 2026.
As of June 30, 2026, the Company was in compliance with all applicable financial covenants, with the exception of the Audio Adjusted EBITDA covenant. On August 14, 2026, the Company received a waiver from the applicable lender with respect to the Company’s failure to satisfy the Audio Adjusted EBITDA covenant for the quarter ended June 30, 2026. The waiver applies only to the covenant period ended June 30, 2026 and does not extend to any subsequent covenant periods. Accordingly, the Company has classified $34.1 million of outstanding long-term debt as current as of June 30, 2026. The Company has also reclassified $1.8 million of unamortized original issue discount and deferred financing costs associated with such debt to current liabilities, as applicable.
Second Lien Term Loan
The Company has a $30.0 million second lien term loan credit facility (the “Second Lien Credit Agreement” or the “2L Term Loan”) with HPS Investment Partners, LLC (“HPS”), as administrative and collateral agent, and various financial institutions from time-to-time party thereto. The Second Lien Credit Agreement was initially recorded at a discount and is accreted to its redemption value over its term, with such accretion recognized in Interest expense, net in the condensed consolidated financial statements.
The 2L Term Loan will mature on April 17, 2029 and is subject to monthly interest payments at a rate of SOFR + 6.00%, of which the 6.00% may be paid-in-kind (“PIK”) at the Company’s election. In 2024, the Company elected to PIK the 6.00% spread monthly.
During the first quarter of 2026, the Company entered into an amendment to its Second Lien Credit Agreement that waived certain covenant requirements. As of June 30, 2026, the Company was in compliance with all applicable financial covenants, with the exception of the Audio Adjusted EBITDA covenant. On August 14, 2026, the Company received a waiver from the applicable lender with respect to the Company’s failure to satisfy the Audio Adjusted EBITDA covenant for the quarter ended June 30, 2026. The waiver applies only to the covenant period ended June 30, 2026 and does not extend to any subsequent covenant periods. Accordingly, the Company has classified $31.0 million of outstanding long-term debt as current as of June 30, 2026.
Series B Preferred Stock
The Company has 60,000 shares of Series B Preferred Stock with an aggregate initial liquidation value of $60.0 million. The Series B Preferred Stock was initially recorded at a discount and is accreted to its redemption value over its term, with such accretion recognized in Interest expense, net in the condensed consolidated financial statements.
The Series B Preferred Stock was issued in April 2024 and accrues dividends at an annual rate of 6.00% of its liquidation value, payable in kind, and is mandatorily redeemable after seven years from issuance in April 2031. The Series B Preferred Stock is not convertible into other equity securities and is classified as a long-term liability.
The Series B Preferred Stock ranks senior to the Company’s common stock and restricts the Company’s ability to make certain distributions to junior or pari passu equity holders.
Warrant Shares
The Company issued a warrant to purchase up to 28,206,152 shares of Class A common stock, at an exercise price per share of $0.00001. The warrant provided the holder with the right to participate in distributions on an as-exercised basis.
Shareholder approval required for full exercise of the warrant was obtained on March 6, 2025. On September 5, 2025 the warrant issued in connection with the Company’s acquisition of certain assets of Estrella and its subsidiaries was exercised in exchange for 28,205,938 shares of MediaCo Class A Common Stock, par value $0.01 per share.
Based on amounts outstanding at June 30, 2026, mandatory principal payments of our debt for the next five years and thereafter, based on the original maturity schedules, are summarized below. The table excludes the First and Second Lien Term Loans, which are classified as current liabilities:
Series B Preferred Stock
Remainder of 2026 (from July 1)$— 
2027— 
2028— 
2029— 
2030— 
Thereafter60,000 
Total$60,000