MediaCo Acquires Estrella Media’s Content and Digital Operations - Seite 2

“Today marks the beginning of an exciting journey for MediaCo,” said Kudjo Sogadzi, current President and COO of MediaCo. “As we embark on this next chapter, we see a great opportunity to combine our strengths and capabilities to redefine how we deliver media to our diverse audiences.”

"This is a natural next step in the evolution of Estrella Media’s content operations to better serve our important U.S. Hispanic audience," said Peter Markham, CEO of Estrella Media. "This transaction helps secure a bright and growing future for MediaCo to become the preeminent media company serving the multicultural audiences who drive ad spend ROI and brand growth."

As part of the transaction, Estrella Media will continue to own and operate its local radio and television stations, while MediaCo provides the innovative programming and content to which their audiences have grown accustomed. MediaCo will also work to increase distribution with other broadcast partners, as well as to grow digital streaming, CTV, and AVOD assets.

Transaction Terms

The transaction was effected pursuant to an Asset Purchase Agreement with Estrella Broadcasting, Inc., the owner of Estrella Media, under which a subsidiary of MediaCo purchased substantially all of the assets of Estrella Broadcasting other than its local radio and television stations. As part of the transaction, MediaCo received an option to acquire those stations from Estrella Broadcasting at a future date, subject to receipt of necessary regulatory approval. As consideration in the transaction, Estrella Broadcasting is receiving a warrant to purchase up to a total of 28,206,152 newly issued shares of MediaCo Class A Common Stock, exercisable at an exercise price of $0.00001 per share; $60 million of newly issued shares of MediaCo Series B Preferred Stock that will accrue dividends at a rate of 6.0% per annum; a $30 million second lien term note with a five-year term and an interest rate of SOFR + 6.0% per annum; and approximately $30 million in cash. In connection with the exercise of the local radio and television stations option, Estrella Broadcasting would receive an additional 7,051,538 newly issued shares of MediaCo Class A Common Stock.