Standard General L.P. Amends Mediaco Holding Stake

TL;DR

Standard General updated their Mediaco Holding stake filing. Watch this space.

AI Summary

Standard General L.P. has filed an amendment (No. 17) to its Schedule 13D for Mediaco Holding Inc., dated April 22, 2024. The filing indicates a change in beneficial ownership as of April 17, 2024. Standard General L.P. is a Delaware-based entity with a business address in New York, NY.

Why It Matters

This filing signals a potential shift in control or strategy for Mediaco Holding Inc., as a significant shareholder has updated their disclosure.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant stake changes, which can lead to volatility or strategic shifts in the company.

Key Numbers

• 17 — Amendment Number (Indicates this is the 17th update to the filing.)

Key Players & Entities

• Standard General L.P. (company) — Filing entity
• Mediaco Holding Inc. (company) — Subject company
• Joseph Mause (person) — Authorized contact for Standard General L.P.

FAQ

Key Financial Figures

• $0.01 — ock and Class B Common Stock, par value $0.01 per share of the Company ("Class B Comm

Filing Documents

• ff3288018_13da17-mediaco.htm (SC 13D/A) — 79KB
• ff3288018_ex992-mediaco.htm (EX-99.2) — 114KB
• 0000895345-24-000127.txt ( ) — 195KB

Purpose of Transaction

Item 4. Purpose of Transaction

is hereby supplemented as set forth below

Item 4 is hereby supplemented as set forth below: On April 16, 2024, 286,031 shares of Series A Convertible Preferred Stock of the Company ("Series A Preferred Stock") beneficially owned by the Reporting Persons were converted into 20,733,869 shares of the Company's Class A Common Stock (the "Conversion"). On April 17, 2024, the Company and its wholly-owned subsidiary MediaCo Operations LLC, a Delaware limited liability company ("Purchaser"), entered into an asset purchase agreement (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, 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 "Purchased Assets"), and assumed substantially all of the liabilities of Estrella and its subsidiaries. The consideration paid by the Company in the transaction included a warrant (the "Warrant") to purchase up to 28,206,152 shares of the Company's Class A Common Stock. In connection with the transactions contemplated by the Asset Purchase Agreement (the "Transactions"), the Company 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 certain broadcast assets of Estrella and its subsidiaries (the "Option Subsidiaries Equity") in exchange for 7,051,538 shares of Class A Common Stock, 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 Asset Purchase Agreement provides that the Company will hold a special meeting of Company st

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer

is hereby supplemented as set forth below

Item 5 is hereby supplemented as set forth below. (a) and (b) See Items 7-13 of the cover pages and Item 2 above. (c) Other than in connection with the Conversion, the Reporting Persons did not effect any transactions in shares of the Company's Class A Common Stock during the sixty day period prior to the filing of this Schedule 13D. After giving effect to the Conversion, the Reporting Persons beneficially own 37,531,996 shares of the Company's Class A Common Stock and, as previously reported, also beneficially own 5,413,197 shares of the Company's Class B Common Stock, which is convertible into Class A Common Stock on a one-for-one basis. The percentages reported herein are based on a statement in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 that, as of March 21, 2024, there were 20,594,481 shares of the Company's Class A Common Stock outstanding, and takes into account the 20,733,869 shares of the Company's Class A Common Stock issued pursuant to the Conversion. (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby supplemented by incorporating by reference the disclosure set forth in Item 4 of this Amendment regarding each of the Voting Agreement, the Stockholders Agreement, and the Registration Rights Agreement.

Material to be Filed as Exhibits

Item 7. Material to be Filed as Exhibits

is hereby supplemented as set forth below

Item 7 is hereby supplemented as set forth below. Exhibit No. Description 99.1 Voting and Support Agreement, by and among Estrella, the Company, and SG Broadcasting, dated April 17, 2024, incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on April 18, 2024. 99.2 Stockholders Agreement, by and among the Company, Aggregator, and SG Broadcasting, dated April 17, 2024 (Corrected Execution Version). 99.3 Registration Rights Agreement by and among the Company, SG Broadcasting, and Aggregator, dated April 17, 2024, incorporated by reference to Exhibit 10.5 of the Company's Form 8-K filed on April 18, 2024. 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. Dated: April 22, 2024 STANDARD GENERAL L.P. By: /s/ Joseph Mause Name: Joseph Mause Title: Chief Financial Officer SOOHYUNG KIM By: /s/ Soohyung Kim Name: Soohyung Kim

View Full Filing

View this SC 13D/A filing on SEC EDGAR