3//SEC Filing
Estrella Media, Inc. 3
Accession 0000950142-25-000798
CIK 0001784254other
Filed
Mar 18, 8:00 PM ET
Accepted
Mar 19, 6:52 PM ET
Size
6.4 KB
Accession
0000950142-25-000798
Insider Transaction Report
Form 3
Estrella Media, Inc.
10% Owner
Holdings
Option
→ Class A Common Stock (7,051,538 underlying)
Footnotes (3)
- [F1]On April 17, 2024, the Issuer and certain subsidiaries entered into an option agreement (the "Option Agreement") with certain subsidiaries of SLF LBI Aggregator, LLC ("Aggregator"), including Estrella Media, Inc. ("Estrella Media"), pursuant to which, Estrella Media has the right to put the equity (the "Put Right") of certain subsidiaries of Aggregator to a subsidiary of the Issuer in exchange for the consideration described herein from and after October 17, 2024 until April 17, 2031 (the "Option Period"). 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, until the Issuer's stockholders approved the issuance of the shares issuable upon the exercise of the Put Option and related transactions (the "Stockholder Proposal"). (cont'd in FN 2)
- [F2](cont'd from FN 1) On March 10, 2025, the Issuer announced the results of the special meeting of stockholders held on March 6, 2025, where the Stockholder Proposal was approved by the Issuer's stockholders. Following the approval of the Stockholder Proposal, the Put Right became exercisable for 7,051,538 shares of Class A Common Stock. The Option Period will be automatically extended for seven years, unless the parties mutually agree otherwise in writing at least 90 days prior to the expiration of the initial Option Period.
- [F3]Estrella Media is indirectly wholly-owned by Aggregator. HPS Group GP, LLC ("HPS Group") is the non-member manager of Aggregator. Scott Kapnick is the sole member of HPS Group. On April 24, 2024, each of Aggregator, HPS Group and Scott Kapnick filed an Initial Statement of Beneficial Ownership with respect to, among other things, the Put Right. This Initial Statement of Beneficial Ownership reflects the addition of Estrella Media as a reporting person with respect to the Put Right.
Documents
Issuer
Mediaco Holding Inc.
CIK 0001784254
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0002061768
Filing Metadata
- Form type
- 3
- Filed
- Mar 18, 8:00 PM ET
- Accepted
- Mar 19, 6:52 PM ET
- Size
- 6.4 KB