Emmis Communications Corporation (NasdaqGS:EMMS) entered into a Contribution and Distribution Agreement to spin off 23.72% stake in Mediaco Holding Inc. on June 28, 2019. Emmis will distribute all of the issued and outstanding Class A Common Stock representing a 23.72% stake in common equity of Mediaco pro rata to its shareholders in a taxable dividend. As of November 1, 2019, each Emmis Communications Corporation shareholder will receive 0.1265 Mediaco Holding Class A shares for every share of Emmis Communications Corporation common stock held by such Emmis Communications Corporation shareholders. At the time of the distribution, MediaCo will hold, directly or indirectly, two radio stations in New York City, WBLS-FM and WQHT-FM, as well as certain other related assets. Upon the distribution, the Emmis Shareholders will own 100% of the MediaCo Class A Shares, which will represent, in the aggregate, an approximately 23.72% equity ownership interest and a 3.02% voting interest in MediaCo. SG Broadcasting LLC, , will own the remaining approximately 76.28% equity ownership interest and a 96.98% voting interest in MediaCo, which will consist of Class B common stock of MediaCo. The Emmis Class A common stock will continue to trade on the Nasdaq Global Select Market under the symbol EMMS. Mediaco will be a public company expected to be listed on NASDAQ and Emmis will remain a separate public company as well. Mediaco Holding intends to list Class A Shares on Nasdaq under the trading symbol "MDIA". November 19, 2019 is the record date of the distribution. For the year ending February 28 2019, the business had revenue of $43.1 million, operating income of $7.9 million, net income of $5.4 million, total assets of $83.1 million and total equity of $77.5 million.

Current Emmis executives Jeffrey H. Smulyan, Chairman and Chief Executive Officer, J. Scott Enright, Executive Vice President, General Counsel and Secretary, Ryan A. Hornaday, Executive Vice President, Chief Financial Officer and Treasurer, and Patrick M. Walsh, President and Chief Operating Officer are expected to serve in the same capacity as officers of MediaCo, except that Jeffrey H. Smulyan will not serve as Chairman of MediaCo. Standard General will appoint a majority of the board of directors of Mediaco and Soohyung Kim, Chief Executive Officer, Managing Partner and Chief Investment Officer of Standard General L.P., will be Chairman of Mediaco. Mediaco Board of Directors will initially consist of four directors appointed by Standard General and three Directors appointed by Emmis. The initial Board of Directors are anticipated to include Jeffrey H. Smulyan, Patrick M. Walsh, J. Scott Enright, Andrew Glaze, Laura Lee, Deborah McDermott, and Stephen Usher. Closing of the transaction is subject to customary closing conditions, as well as the consent of the Federal Communications Commission (the “FCC”) to the transfer of control of the Stations' FCC licenses and the completion by the Securities and Exchange Commission of a review of the Form 10 and declaring the registration statement effective to be filed for the distribution of the Mediaco common stock. Ian D. The distribution of the MediaCo Class A Shares is expected to occur on December 2, 2019 by way of a taxable pro rata special distribution to the Emmis Shareholders of record on the record date of the distribution. As of November 15, 2019, Emmis Communications Corporation will distribute its MediaCo Class A Shares on January 2, 2020. As of November 27, 2019, Emmis Communications Corporation will distribute its MediaCo Class A Shares on January 3, 2020. The distribution of the MediaCo Class A Shares is expected to occur on January 17, 2020 by way of a taxable pro rata special distribution. The Board of Directors of Emmis has determined, upon careful review and consideration, that creating MediaCo is in the best interests of Emmis. Arnold of Taft Stettinius & Hollister LLP acted as legal advisor for Emmis and Mediaco. Justin W. Chairman of Morgan, Lewis & Bockius LLP acted as legal advisor for Mediaco. Moelis & Company acted as financial advisor for Emmis and Mediaco. Ernst & Young LLP acted as accountant for Emmis. American Stock Transfer & Trust Company, LLC acted as transfer agent to Emmis Communications Corporation.

Emmis Communications Corporation (NasdaqGS:EMMS) completed the spin off of 23.72% stake in Mediaco Holding Inc. for $2.9 million on January 7, 2020.