MediaCo Holding Inc. (NasdaqCM:MDIA) acquired Substantially all of the assets of Estrella Broadcasting, Inc. for Approximately 200 million on April 17, 2024. MediaCo provided the following consideration for the Purchased Assets: i. A warrant to purchase up to 28,206,152 shares of MediaCo?s Class A Common Stock, par value $0.01 per share,exercisable at an exercise price of $0.00001 per share ii. 60,000 shares of a newly designated series of MediaCo?s preferred stock designated as ?Series B Preferred Stock? valued at $60 million iii. A term loan in the principal amount of $30 million under the Second Lien Credit Agreement; and iv. An aggregate cash payment in the amount of approximately $30 million. In order to finance the Transactions, MediaCo and its direct and indirect subsidiaries entered into a maximum $45 million first lien term loan credit facility, dated April 17, 2024, with White Hawk Capital Partners, LP, as term agent thereunder, and the lenders party thereto. In connection with the transaction, three designees of Estrella Broadcasting were added to the Board of Directors of MediaCo. The board of directors of MediaCo Holding Inc. has unanimously determined that this Agreement and the Transactions are fair to, and in the best interests of, company and its stockholders and approved the transaction. Philip Richter and Colum J. Weiden of Frank, Harris, Shriver & Jacobson LLP and and Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to MediaCo in connection with the transaction. RBC Capital Markets, LLC served as exclusive financial advisor to Estrella Broadcasting and Brian Scrivani and Jeffrey Marell of Paul, Weiss, Rifkind, Wharton & Garrison LLP Wiley Rein LLP served as Estrella Broadcasting?s legal counsel. Sidley Austin LLP served as legal counsel to WhiteHawk Capital Partners.

MediaCo Holding Inc. (NasdaqCM:MDIA) completed the acquisition of Substantially all of the assets of Estrella Broadcasting, Inc. on April 17, 2024.