Amendment: SEC Form SCHEDULE 13D/A filed by Mediaco Holding Inc.
$MDIA
Broadcasting
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
MediaCo Holding Inc. (Name of Issuer) |
Class A Common Stock, par value $0.01 per share (Title of Class of Securities) |
58450D104 (CUSIP Number) |
Scott Kapnick HPS Group GP, LLC, 40 West 57th Street, 33rd Floor New York, NY, 10019 (212) 287-6767 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 58450D104 |
| 1 |
Name of reporting person
Scott Kapnick | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,257,690.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Represents (i) 7,051,538 shares of Class A common stock, par value $0.01 per share ("Class A Common Stock") of MediaCo Holding Inc. (the "Company") issued to SLF LBI Aggregator, LLC ("Aggregator") in connection with the consummation of the Option Transaction (as defined below) and (ii) 28,206,152 shares of issuable upon the exercise of the Class A Common Stock Purchase Warrant (the "Warrant") issued by the Company to Aggregator on April 17, 2024.
Row (13) is based on (i) 41,238,824 shares of Class A Common Stock that were issued and outstanding, as reported in the Company's Amended Annual Report on Form 10-K/A filed with the Securities and Exchange Commission (the "SEC") on April 30, 2025, (ii) 7,051,538 shares of Class A Common Stock issued to Aggregator in connection with Option Transaction and (iii) 28,206,152 shares of Class A Common Stock issuable upon exercise of the Warrant.
SCHEDULE 13D
|
| CUSIP No. | 58450D104 |
| 1 |
Name of reporting person
HPS Group GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,257,690.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Represents (i) 7,051,538 shares of Class A Common Stock issued to Aggregator in connection with the consummation of the Option Transaction and (ii) 28,206,152 shares of Class A Common Stock issuable upon the exercise of the Warrant issued by the Company to Aggregator on April 17, 2024.
Row (13) is based on (i) 41,238,824 shares of Class A Common Stock that were issued and outstanding, as reported in the Company's Amended Annual Report on Form 10-K/A filed with the SEC on April 30, 2025, (ii) 7,051,538 shares of Class A Common Stock issued to Aggregator in connection with Option Transaction and (iii) 28,206,152 shares of Class A Common Stock issuable upon exercise of the Warrant.
SCHEDULE 13D
|
| CUSIP No. | 58450D104 |
| 1 |
Name of reporting person
SLF LBI Aggregator, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
35,257,690.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
46.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Represents (i) 7,051,538 shares of Class A Common Stock issued to Aggregator in connection with the consummation of the Option Transaction and (ii) 28,206,152 shares of Class A Common Stock issuable upon the exercise of the Warrant issued by the Company to Aggregator on April 17, 2024.
Row (13) is based on (i) 41,238,824 shares of Class A Common Stock that were issued and outstanding, as reported in the Company's Amended Annual Report on Form 10-K/A filed with the SEC on April 30, 2025, (ii) 7,051,538 shares of Class A Common Stock issued to Aggregator in connection with Option Transaction and (iii) 28,206,152 shares of Class A Common Stock issuable upon exercise of the Warrant.
SCHEDULE 13D
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| CUSIP No. | 58450D104 |
| 1 |
Name of reporting person
Estrella Media, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
MediaCo Holding Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
48 WEST 25TH STREET, THIRD FLOOR, NEW YORK,
NEW YORK
, 10010. | |
Item 1 Comment:
Scott Kapnick, HPS Group GP, LLC, a Delaware limited liability company ("HPS Group"), and SLF LBI Aggregator, LLC, a Delaware limited liability company ("Aggregator"), (the "Reporting Persons") are hereby filing this Amendment No. 2 (this "Amendment No. 2") to the Schedule 13D filed by the Scott Kapnick, HPS Group and Aggregator on April 24, 2024 (the "Initial Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D, filed by Scott Kapnick, HPS Group, Aggregator and Estrella Media, Inc., a Delaware corporation ("Estrella Media"), on March 12, 2025 ("Amendment No. 1" and together with the Initial Schedule 13D, the "Schedule 13D"), to report (i) the withdrawal of Estrella Media as a Reporting Person and (ii) the consummation of the Option Transaction (as defined below). Capitalized terms used in this Amendment and not otherwise defined in this Amendment have the meanings set forth in the Schedule 13D.
Item 1. Security and Issuer.
Item 1 is restated in its entirety as follows:
This Schedule 13D relates to (i) the Class A Common Stock issued to Aggregator in connection with the consummation of the Option Transaction (as defined and discussed in further detail below) and (ii) the Class A Common Stock Purchase Warrant (the "Warrant") to purchase up to 28,206,152 shares of Class A Common Stock. The address of the principal executive offices of the Company is 48 West 25th Street, Third Floor, New York, New York 10010. | ||
| Item 2. | Identity and Background | |
| (a) | This Amendment No. 2 is being filed jointly by (i) Scott Kapnick, a United States citizen, (ii) HPS Group, a Delaware limited liability company and (iii) Aggregator, a Delaware limited liability company. Estrella Media no longer constitutes a Reporting Person. | |
| (b) | The principal business address of each Scott Kapnick, HPS Group and Aggregator is 40 West 57th Street, 33rd Floor, New York, New York 10019. | |
| (c) | Scott Kapnick is chief executive officer of HPS Investment Partners, LLC, which is a registered investment adviser and is affiliated with HPS Group (collectively with HPS Group, "HPS"). The principal business of HPS and Aggregator is to engage in making investments in companies through various strategies across the capital structuring including privately negotiated senior debt; privately negotiated junior capital solutions in debt, preferred and equity formats; liquid credit including syndicated leveraged loans, collateralized loan obligations and high yield bonds; asset-based finance and real estate. | |
| (d) | During the last five years, none of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | See Item 2(d) above. | |
| (f) | See Item 2(a) above. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Scott Kapnick is the sole member of HPS Group. HPS Group is the non-member manager of Aggregator.
The responses of each Reporting Person to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Class A Common Stock are incorporated herein by reference.
Each of the Reporting Persons disclaims beneficial ownership of the shares of Class A Common Stock, except to the extent of such Reporting Person's pecuniary interest therein. | |
| (b) | See Item 5(a) above. | |
| (c) | Except for the transactions described herein, there have been no other transactions in the securities of the Company effected by any Reporting Person within the last 60 days. | |
| (d) | No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 of the Schedule 13D under the heading "Option Agreement" is hereby is restated in its entirety as follows:
On April 17, 2024, in connection with the Transactions, the Company and Purchaser entered into an Option Agreement (the "Option Agreement") with Estrella Media, a subsidiary of Aggregator, and certain subsidiaries of Aggregator, pursuant to which (i) Purchaser was granted the option to purchase 100% of the equity interests of certain subsidiaries of Estrella Media holding the Estrella Broadcast Assets (the "Option Subsidiaries Equity") in exchange for 7,051,538 shares of Class A Common Stock and (ii) Estrella Media 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 "Option Transaction"). On May 1, 2025, the parties consummated the Option Transaction and, pursuant to Estrella Media's designation right, Aggregator received the 7,051,538 shares of Class A Common Stock. | ||
| Item 7. | Material to be Filed as Exhibits. | |
The information set forth in Item 7 of the Schedule 13D is hereby amended and supplemented by adding the exhibit set forth below.
Exhibit 9: Joint Filing Agreement. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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