Item 1.01 Entry into a Material Definitive Agreement.
Amended and Restated SG Broadcasting Promissory Note
On February 28, 2020, MediaCo Holding Inc. (the "Company") entered into an
amendment and restatement (the "Amended and Restated SG Broadcasting Promissory
Note") of that certain subordinated convertible promissory note, dated as of
November 25, 2019, payable by the Company to SG Broadcasting LLC, a Delaware
limited liability company ("SG Broadcasting"), as described in Item 1.01 of the
Current Report on Form 8-K filed by the Company with the Securities and Exchange
Commission on November 27, 2019. The Amended and Restated SG Broadcasting
Promissory Note, among other things, increases the outstanding principal amount
of the note from $6,250,000 to an aggregate amount of $10,250,000. Pursuant to
the terms of the Amended and Restated SG Broadcasting Promissory Note, SG
Broadcasting contributed to the Company $2,000,000 on February 28, 2020 and
expects to contribute an additional $2,000,000 on or before March 31, 2020.
In addition, the Amended and Restated SG Broadcasting Convertible Promissory
Note contains a limitation on conversion of the outstanding principal and any
accrued but unpaid interest thereunder into shares of the Class A Common Stock,
par value $0.01 per share (the "Class A Stock"), of the Company, such that the
maximum number of shares of Class A Stock to be issued in connection with the
conversion of the Amended and Restated SG Broadcasting Convertible Promissory
Note shall not, without the prior approval of the shareholders of the Company,
(i) exceed a number of shares equal to 19.9% of the outstanding shares of common
stock of the Company immediately prior to February 28, 2020, (ii) exceed a
number of shares that would evidence voting power greater than 19.9% of the
combined voting power of the outstanding voting securities of the Company
immediately prior to February 28, 2020, or (iii) otherwise exceed such number of
shares of capital stock of the Company that would violate applicable listing
rules of the Nasdaq Stock Market ("Nasdaq"), in each of subsections (i) through
(iii), only to the extent required by applicable Nasdaq rules and guidance (the
"Share Cap"). In the event the number of shares of Class A Stock to be issued
upon conversion of the Amended and Restated SG Broadcasting Convertible
Promissory Note exceeds the Share Cap, then the portions of the Amended and
Restated SG Broadcasting Convertible Promissory Note that would result in the
issuance of any excess shares shall cease being convertible, and the Company
shall instead either (x) repay such portions of the Amended and Restated SG
Broadcasting Convertible Promissory Note in cash or (y) obtain shareholder
approval of the issuance of shares of Class A Stock in excess of the Share Cap
prior to the issuance thereof.
As of the date of this Current Report on Form 8-K, SG Broadcasting is the
controlling shareholder of the Company, beneficially owning approximately 76.28%
of the outstanding common stock of the Company, including 100% of the
outstanding Class B Common Stock, par value $0.01 per share (the "Class B
Stock"), of the Company, which percentages of Class A Stock and Class B Stock
collectively represent approximately 96.98% of the combined voting power of the
outstanding voting securities of the Company.
Senior Credit Facility
Contemporaneously with the entry into the Amended and Restated SG Broadcasting
Promissory Note, the Company entered into the first amendment (the "Amendment")
of its amended and restated senior secured term loan agreement (such agreement,
as so amended, the "Amended and Restated Senior Credit Facility"), in order to,
among other things, increase the maximum principal amount of Indebtedness, as
defined in the Amended and Restated Senior Credit Facility, up to an aggregate
principal amount of $10,250,000.
The foregoing descriptions are qualified in their entireties by reference to the
complete terms and conditions of the Amended and Restated SG Broadcasting
Promissory Note, which is filed as Exhibit 10.1 hereto, and the Amendment, which
is filed as Exhibit 10.2 hereto, and which are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided with respect to the Amended and Restated SG
Broadcasting Promissory Note and the Amendment under Item 1.01 of this Current
Report on Form 8-K is incorporated by reference into this Item 2.03.
Item 5.08 Shareholder Director Nominations.
On January 15, 2020, MediaCo Holding Inc. (the "Company") determined that the
Company's 2020 Annual Meeting of Shareholders (the "2020 Annual Meeting") will
be held on Thursday, May 14, 2020. The time and location of the 2020 Annual
Meeting will be as set forth in the Company's definitive proxy statement on
Schedule 14A for the 2020 Annual Meeting (the "2020 Proxy Statement") to be
filed with the Securities and Exchange Commission (the "SEC").
The 2020 Annual Meeting is the Company's first annual meeting as a public
company. Accordingly, the Company is providing information with respect to the
submission of (i) proposals intended to be included in the 2020 Proxy Statement
pursuant to Rule 14a-8 ("Rule 14a-8") promulgated under the Securities Exchange
Act of 1934, as amended, and (ii) proposals submitted outside the processes of
Rule 14a-8 and/or shareholder nominees to the Company's board of directors.
Because the Company did not hold an annual meeting in 2019, pursuant to Rule
14a-8, the deadline for receipt of shareholder proposals intended to be included
in the 2020 Proxy Statement is a reasonable time before the Company begins to
print and send its proxy materials. Shareholder proposals intended to be
submitted pursuant to Rule 14a-8 in connection with the 2020 Annual Meeting
should be received by the Company's Corporate Secretary at the address provided
below on or before March 15, 2020 in order to be considered for inclusion in the
2020 Proxy Statement. Such proposals must comply with the requirements of Rule
14a-8 and the interpretations thereof, and may be omitted from the 2020 Proxy
Statement if not in compliance with applicable requirements.
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Additionally, a shareholder intending to submit a proposal outside the processes
of Rule 14a-8 or to nominate persons for election to serve as a director of the
Company, in each case in connection with the 2020 Annual Meeting, must provide
written notice of such proposal or nomination in accordance with the
requirements set forth in the Company's Amended and Restated By-laws (the
"By-laws"). To be considered timely, any such notice must be received by the
Company's Corporate Secretary on or before March 12, 2020.
Pursuant to the By-laws, shareholders seeking to bring business before the 2020
Annual Meeting or to nominate candidates for election as directors at the 2020
Annual Meeting must deliver such proposals or nominations to the principal
executive offices of the Company, at One MediaCo Plaza, 40 Monument Circle,
Indianapolis, IN 46204, Attention: Corporate Secretary. Any shareholder
proposal or director nomination must also comply with the requirements of
Indiana law, the rules and regulations promulgated by the SEC and the By-laws,
as applicable. The foregoing summary of the advance notice and proxy access
provisions contained in the By-laws does not purport to be complete and is
qualified in its entirety by reference to the complete text of the By-laws,
filed with the SEC as Exhibit 3.2 to Company's Form 10 (File No. 001-39029)
on November 22, 2019. Shareholders are urged to read the complete text of such
advance notice and proxy access provisions.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
See the Exhibit Index below, which is incorporated by reference herein.
Exhibit No. Description
10.1 Amended and Restated Promissory Note, dated as of February 28,
2020, by MediaCo Holding Inc. in favor of SG Broadcasting LLC.
10.2 Amendment No. 1 to Amended and Restated Term Loan Agreement, dated
as of February 28, 2020, by and among MediaCo Holding Inc., the other
parties designated as borrowers thereto, the financial institutions
from time to time party thereto, and GACP Finance Co., LLC, a
Delaware limited liability company, as administrative agent and
collateral agent.
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