This Amendment No. 7 to Schedule 13D (the “Amendment”) relates
to Class A Common Stock (“Class A Common Stock”) of Mediaco Holding
Inc., an Indiana corporation (the “Issuer” or the “Company”).
This Amendment is being filed to amend the Schedule 13D that was
originally filed on January 28, 2020, as amended on February 5,
2020, March 30, 2020, April 24, 2020, May 22, 2020, September 2,
2020 and September 23, 2020 (as amended, the “Schedule 13D”).
Unless otherwise indicated in this Amendment, all capitalized terms
have the meanings indicated to them in the Schedule 13D.
This Amendment is being filed to amend Items 4, 5, 6 and 7 of
the Schedule 13D.
Purpose of Transaction
Item 4 is hereby supplemented as set
On May 19, 2021, SG Broadcasting
LLC, a company wholly owned by funds managed by Standard General,
agreed to lend the Company up to $7,000,000, the first $3,000,000
of which was loaned on such date, with additional commitments to
fund $1,000,000 on or before June 1, 2021 and up to an additional
$3,000,000 until June 30, 2022, all pursuant to the terms of an
Unsecured Convertible Promissory Note (the “2021 Note”).
Under the 2021 Note, interest shall accrue on the principal sums
outstanding at a rate per annum equal to the interest rate on the
Company Senior Debt (as defined in the 2021 Note), or if no Company
Senior Debt is outstanding, 6.00%, plus an increase of 1.00% after
November 25, 2021 and additional increases of 1.00% following each
anniversary of such date until the 2021 Note matures on November
25, 2025. Unpaid interest shall be added to the amount of
principal under the 2021 Note. All or a portion of the
outstanding principal and any accrued but unpaid interest under the
2021 Note may be converted, at the option of the holder upon five
business days’ notice to the Company, into shares of Class A Common
Stock at a conversion price equal to the average volume-weighted
average prices of the Class A Common Stock for the last 30 trading
days prior to the date of determination (the “30-Day VWAP”);
provided that the conversion price shall not be less than $0.50 per
share. Notwithstanding the foregoing, no shares of Class A
Common Stock may be issued in connection with the conversion of the
2021 Note unless such issuance receives the prior approval of the
shareholders of the Company.
The foregoing description of the
terms and conditions of the 2021 Note does not purport to be
complete and is qualified in its entirety by reference to the full
text of the 2021 Note, which is filed as Exhibit 99.1 hereto and
incorporated herein by reference.
Item 5. Interest in
Securities of the Issuer
Items 5 is hereby supplemented as set forth below.
(a) and (b) See Items 7-13 of the cover pages and Item 2
(c) The Reporting Persons did not effect any transactions in
shares of the Issuer’s Class A Common Stock during the sixty day
period prior to the filing of this Schedule 13D, other than by
virtue of acquiring the 2021 Note described in Item 4.
If the issuance of shares of Class A Common Stock upon
conversion of the 2021 Note were approved by the share holders of
the Company, as of May 20, the 2021 Note would be convertible into
922,089 shares of Class A Common Stock under the formula described
As previously disclosed, the Reporting Persons beneficially
own 220,000 shares of Series A Convertible Preferred Stock of the
Company (“Series A Preferred Stock”), each share of which is
convertible into such number of shares of Class A Common Stock as
is determined by dividing: (i) the purchase price of the Series A
Preferred Stock plus any accrued dividends by (ii) 30-Day VWAP,
determined as of the fifth business day after the date on which
notice of conversion is given. As of May 20, 2021, the shares
of Series A Preferred beneficially owned by the Reporting Persons
would have been convertible into 7,754,866 shares of Class A Common
Stock under the formula described above.
In addition, as previously disclosed, the Reporting Persons
hold an unsecured convertible promissory note payable by the
Company, with a principal amount of $20,000,000 (the “Second
Amended and Restated Promissory Note”). The Second Amended
and Restated Promissory Note is convertible, at the option of the
Reporting Persons, into such number of shares of Class A Common
Stock as is determined by dividing all or a portion of the
outstanding principal and any accrued but unpaid interest
thereunder by the 30-Day VWAP as of such date, determined as of the
fifth business day following the date that the Reporting Persons
deliver notice of conversion. As of May 20, 2021, the amount
of principal and accrued interest under the Second Amended and
Restated Promissory Note was approximately $22.4 million and, as of
such date, the Second Amended and Restated Promissory Note was
convertible into 6,880,527 shares of Class A Common Stock under the
formula described above.
The percentages reported herein are based on a statement in
the Company’s Annual Report for the year ended December 31, 2020,
as filed with the Securities and Exchange Commission on March 30,
2021, that, as of March 23, 2021, there were 1,998,051 shares of
the Issuer’s Common Stock outstanding.
(d) Not applicable.
(e) Not applicable.
Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer
The information set forth in
Item 4 is incorporated herein by reference.
Item 7. Materials to Be Filed as Exhibits
Note, incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K, filed by the Company with the Securities
and Exchange Commission on May 21, 2021.