MediaCo Holding, owners of Hip Hop “Hot 97” WQHT and Adult R&B 107.5 WBLS New York, have announced the acquisition of assets from Estrella Media.

MediaCo acquired Estrella Media’s “EstrellaTV” network, four digital streaming TV channels “EstrellaTV”, “Estrella News”, “Cine EstrellaTV”, and “Estrella Games”, and the EstrellaTV app with the deal closing on Wednesday. The deal will also see MediaCo provide programming to Estrella Media’s local radio and television stations, whose broadcast licenses will continue to be held by Estrella

Estrella Media owns twelve radio stations in Dallas, Houston, Los Angeles, and Riverside/San Bernardino:

• Dallas: Regional Mexican “La Raza 93.7” KNOR Krum, Spanish CHR “Luna 98.3” KBOC Bridgeport, and Regional Mexican Oldies “La Ranchera 106.7” KZZA Muenster
• Houston: Regional Mexican “La Raza 98.5” KTJM Port Arthur/101.7 KNTE Bay City, Norteño “El Norte 107.9” KQQK Beaumont, and 850 KEYH Houston
• Los Angeles: Regional Mexican “Que Buena 94.3/105.5” 94.3 KBUA San Fernando, 94.3 KEBN Garden Grove, and 105.5 KBUE Long Beach and Brokered Vietnamese 1480 KVNR Santa Ana
• Riverside/San Bernardino: Regional Mexican “Que Buena 96.1” KRQB San Jacinto

MediaCo has also selected Jacqueline Hernández as its new Interim CEO. Hernandez had been operating New Majority Ready, a multicultural marketing and content strategy company that she founded in 2019, and has held executive roles at Time Magazine, Turner Broadcasting, Combate Americas, and NBC/Universal as well as Publisher of People Magazine en Espanol and Teen People, COO of Telemundo. She also serves or has served as a board member for companies including Estrella Media, RedBox, and Victoria’s Secret.

The company also named previous Interim President/COO as Kudjo Sogadzi as President and former Estrella Media COO/CFO as Chief Operating Officer.

Hernández stated, “This combination of tested media brands and talented teams will fuel growth of content and distribution for the benefit of our multicultural audiences. We believe this combination is the first step in building a unique multicultural media company that will reach diverse U.S. audiences wherever they choose to consume content and create value for marketers working to reach these important audiences.”

MediaCo Chair Deb McDermott added, “This leverages the strengths of two great companies to build something new. We are committed to representing and serving the Hispanic marketplace, as well as continuing to represent and grow the diverse audience that MediaCo already serves. We see a need for media brands to embrace opportunities with all audiences, and Estrella Media is a key part of our growth strategy.”

MediaCO President/COO Kudjo Sogadzi commented, ““Today marks the beginning of an exciting journey for MediaCo. As we embark on this next chapter, we see a great opportunity to combine our strengths and capabilities to redefine how we deliver media to our diverse audiences.”

“This is a natural next step in the evolution of Estrella Media’s content operations to better serve our important U.S. Hispanic audience,” said Peter Markham, CEO of Estrella Media. “This transaction helps secure a bright and growing future for MediaCo to become the preeminent media company serving the multicultural audiences who drive ad spend ROI and brand growth.”

MediaCo also has an option to purchase Estrella Media’s station licenses at a later date pending regulatory approval. The deal is structured with Estrella Media’s parent company Estrella Broadcasting receiving a warrant to purchase up to a total of 28,206,152 newly issued shares of MediaCo Class A Common Stock, exercisable at an exercise price of $0.00001 per share; $60 million of newly issued shares of MediaCo Series B Preferred Stock that will accrue dividends at a rate of 6.0% per annum; a $30 million second lien term note with a five-year term and an interest rate of SOFR + 6.0% per annum; and approximately $30 million in cash.

Should MediaCo exercise its option for the station licenses, Estrella Broadcasting would receive an additional 7,051,538 newly issued shares of MediaCo Class A Common Stock. MediaCo received a $45 million first lien term loan facility from WhiteHawk Capital Partners to pay for the transaction with #35 million being drawn at closing. Estrella also designated three people to MediaCo’s board of directors.

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.

The deal follows MediaCo’s SEC report earlier this month noting that management has concluded that there is substantial doubt about their ability to continue as a going concern within one year after the date that the financial statements were issued. Following that report, MediaCo shares rose from well under a dollar to as high as $6.86 per share before dropping to its opening price of $2.66 today.