Sec Form 13D Filing - Scott Kapnick filing for MediaCo Holding Inc. (MDIA) - 2025-03-12

Scott Kapnick is chief executive officer of HPS Investment Partners, LLC, which is a registered investment adviser and is affiliated with HPS Group (collectively with HPS Group, "HPS"). The principal business of HPS and Aggregator is to engage in making investments in companies through various strategies across the capital structuring including privately negotiated senior debt; privately negotiated junior capital solutions in debt, preferred and equity formats; liquid credit including syndicated leveraged loans, collateralized loan obligations and high yield bonds; asset-based finance and real estate. The principal business of Estrella Media is holding TV and radiobroadcasting channels.

During the last five years, none of the Reporting Persons have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

See Item 2(d) above.

See Item 2(a) above.

Scott Kapnick is the sole member of HPS Group. HPS Group is the non-member manager of Aggregator. Estrella Media is indirectly wholly owned by Aggregator.The responses of each Reporting Person to Items 7 through 11 of the cover pages of this Schedule 13D relating to beneficial ownership of the shares of Class A Common Stock are incorporated herein by reference.Each of the Reporting Persons disclaims beneficial ownership of the shares of Class A Common Stock, except to the extent of such Reporting Person's pecuniary interest therein.

See Item 5(a) above.

Except for the transactions described herein, there have been no other transactions in the securities of the Company effected by any Reporting Person within the last 60 days.

No person (other than the Reporting Persons) is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein.

Not applicable.

The information set forth in Item 6 of the Schedule 13D under the heading "Warrant" is hereby is restated in its entirety as follows:On April 17, 2024, in connection with the transactions contemplated by the Asset Purchase Agreement (the "Transactions"), the Company issued the Warrant, which provides for the purchase of up to 28,206,152 shares of Class A Common Stock (the "Warrant Shares"), subject to customary adjustments as set forth in the Warrant, at an exercise price per share of $0.00001. Subject to certain limitations, the Warrant also provides that the Warrant holder has the right to participate in distributions on Class A Common Stock on an as-exercised basis. The Warrant further provides that in no event shall the aggregate number of Warrant Shares issuable to the Warrant holder upon exercise of the Warrant exceed 19.9% of the aggregate number of shares of common stock of the Company outstanding, or the voting power of such outstanding shares of common stock, on the business day immediately preceding the issue date for such Warrant Shares, calculated in accordance with the applicable rules of the Nasdaq Capital Market, unless and until the stockholder approval of the Proposal (as defined below).On March 10, 2025, the Company announced the results of the special meeting of stockholders held on March 6, 2025 (the "Special Meeting"). At the Special Meeting, the Company's stockholders voted to approve the issuance of (i) up to 28,206,152 shares of the Company's Class A Common Stock upon the exercise of the Warrant and (ii) 7,051,538 shares of the Company's Class A Common Stock upon the exercise of the Put Option (together, the "Proposal"). Following the approval of the Proposal, the warrant became exercisable for up to 28,206,152 shares of Class A Common Stock subject to customary adjustments as set forth in the Warrant.The information set forth in Item 6 of the Schedule 13D under the heading "Option Agreement" is hereby is restated in its entirety as follows:On April 17, 2024, in connection with the Transactions, the Company and Purchaser entered into an Option Agreement (the "Option Agreement") with Estrella Media, a subsidiary of Aggregator, and certain subsidiaries of Estrella Media pursuant to which (i) Purchaser was granted the option to purchase 100% of the equity interests of certain subsidiaries of Estrella Media holding the Estrella Broadcast Assets (the "Option Subsidiaries Equity") in exchange for 7,051,538 shares of Class A Common Stock and (ii) Estrella Media 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 "Closing Date"). Pursuant to the terms of the Option Agreement, on October 17, 2024, the Put Right became exercisable for a warrant to purchase 7,051,538 shares of Class A Common Stock, unless and until the approval of the Proposal. On February 7, 2025, the Company and Purchaser entered into an equity purchase agreement with Estrella Media and certain of its subsidiaries to effect the sale of the Option Subsidiaries Equity. Following the approval of the Proposal, the Put Right became exercisable for 7,051,538 shares of Class A Common Stock.

The information set forth in Item 7 of the Schedule 13D is hereby amended and supplemented by adding the exhibit set forth below.Exhibit 8: Joint Filing Agreement.