Mediaco Holding Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

---

FORM 8-K

---

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2024 (September 10, 2024)

---

Mediaco Holding Inc.

(Exact name of registrant as specified in its charter)

---

Registrant’s telephone number, including area code: 1 (212) 229-9797

(Former Name or Former Address, if Changed Since Last Report)

---

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 provided pursuant to Section 13(a) of the Exchange Act.  ☐

Amendment to Existing First Lien Credit Agreement

On April 17, 2024, MediaCo Holding Inc., an Indiana corporation (“MediaCo”), and its direct and indirect subsidiaries entered into a maximum $45.0 million first lien term loan credit facility (the “Existing First Lien Credit Agreement”; the Existing First Lien Credit Agreement, as amended by the First Amendment (as defined below), the “First Lien Credit Agreement”), with White Hawk Capital Partners, LP, as term agent thereunder (the “Term Agent”), and the lenders party thereto.  Under the terms of the Existing 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 foregoing description of the First Lien Credit Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the First Lien Credit Agreement, which is attached as Exhibit 10.1 to this report and incorporated by reference herein.

Waiver to Existing Second Lien Credit Agreement

On April 17, 2024, MediaCo and its direct and indirect subsidiaries entered into a maximum $30.0 million second lien term loan credit facility (the “Existing Second Lien Credit Agreement”), with HPS Investment Partners, LLC (“HPS”) as term agent, and the lenders party thereto. Under the terms of the Existing Second Lien Credit Agreement, MediaCo received a second lien term loan of $30.0 million.

On September 10, 2024, MediaCo and its direct and indirect subsidiaries obtained a waiver to the Existing Second Lien Credit Agreement (the “Second Lien Waiver”), from HPS and the lenders party thereto, to waive certain restrictions relating to the incurrence of the First Amendment Delayed Draw Facility and certain other restrictions as set forth therein.

The foregoing description of the Second Lien Waiver is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Lien Waiver, which is attached as Exhibit 10.2 to this report and incorporated by reference herein.

The information set forth with respect to the First Lien Term Loan in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

(d) Exhibits:

*      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 SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

---