MediaCo Acquires Estrella Media’s Content and Digital Operations - Seite 3

WhiteHawk Capital Partners provided a $45 million first lien term loan facility to MediaCo in connection with the transaction, $35 million of which has been drawn at closing. In connection with the transaction, three designees of Estrella Broadcasting were added to the Board of Directors of MediaCo. The transaction was approved by the boards of directors of MediaCo and Estrella Broadcasting.

Prior to the consummation of the transaction, Standard General converted all of the outstanding shares of MediaCo Series A Preferred Stock into a total of 20,733,869 shares of newly issued shares of MediaCo Class A Common Stock in accordance with the terms of the Series A Preferred Stock.

MediaCo is filing with the Securities and Exchange Commission a Current Report on Form 8-K that will provide additional detail regarding the transaction.

Fried, Frank, Harris, Shriver & Jacobson LLP 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 Paul, Weiss, Rifkind, Wharton & Garrison LLP and Wiley Rein LLP served as Estrella Broadcasting’s legal counsel. Sidley Austin LLP served as legal counsel to WhiteHawk Capital Partners.

Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act, as amended, and it is intended that all forward-looking statements concerning MediaCo and Estrella Broadcasting, the transaction and other matters, will be subject to the safe harbor protections created thereby. All statements contained in this communication other than statements of historical facts, including without limitation statements concerning MediaCo’s future performance, business strategy, future operations, and plans and objectives of management and related matters, contained in this communication or any documents referred to herein are forward-looking statements. Words such as “believe,” “may,” “will,” “expect,” “should,” “could,” “would,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “project,” “target,” “is/are likely to,” “forecast,” “future,” “guidance,” “possible,” “predict,” “seek,” “see,” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to, the following the potential impact of consummation of the transaction on relationships with third parties, including clients, employees and competitors; risks that the new businesses will not be integrated successfully or that the combined company will not realize estimated cost savings; risks associated with the exercise of the option to acquire the broadcast assets of Estrella Broadcasting at a future date, failure to realize anticipated benefits of the combined operations; unexpected costs, charges or expenses resulting from the transaction; and potential litigation relating to the transaction. These and other important factors discussed under the caption “Risk Factors” in MediaCo’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 1, 2024, as may be updated from time to time in other filings MediaCo makes with the SEC could cause actual results to differ materially from those indicated by the forward-looking statements made in this communication.