Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired

The audited financial statements of the Acquired Companies as of and for the years ended December 31, 2018 and 2017 and the unaudited financial statements of the Acquired Companies as of and for the nine months ended September 30, 2019 and 2018, which are filed as Exhibits 99.1 and 99.2 hereto and are incorporated by reference herein.

(b) Pro forma financial information.

The unaudited pro forma condensed combined balance sheet as of September 30, 2019, and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2019 and the year ended February 28, 2019 (collectively the "Unaudited Pro Forma Financial Statements"), which are filed as Exhibit 99.2 hereto and are incorporated by reference herein. The Unaudited Pro Forma Financial Statements give effect to the Acquisition and related transactions.

(d) Exhibits

See the Exhibit Index below, which is incorporated by reference herein.







Exhibit No. Description

   99.1       Audited financial statements of FMG Kentucky, LLC and FMG Valdosta,
            LLC as of and for the years ended December 31, 2018 and 2017.
   99.2       Unaudited financial statements of FMG Kentucky, LLC and FMG
            Valdosta, LLC as of and for the nine months ended September 30, 2019
            and 2018.
   99.3       Unaudited pro forma condensed combined balance sheet of MediaCo
            Holding Inc. as of September 30, 2019, and unaudited pro forma
            condensed combined statements of operations of MediaCo Holding Inc.
            for the nine months ended September 30, 2019 and the year ended
            February 28, 2019.

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Note to this Form 8-K: Certain statements included in this report which are not statements of historical fact, including but not limited to those identified with the words "expect," "will" or "look" are intended to be, and are, by this Note, identified as "forward-looking statements," as defined in the Securities and Exchange Act of 1934, as amended. Such statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statement. Such factors include, among others:

• general economic and business conditions;

• fluctuations in the demand for advertising and demand for different types of advertising media;

• our ability to obtain additional capital or to service our outstanding debt;

• competition from new or different media and technologies;

• increased competition in our markets and the broadcasting industry, including our competitors changing the format of a station they operate to more directly compete with a station we operate in the same market;

• our ability to attract and secure programming, on-air talent, writers and photographers;

• inability to obtain (or to obtain timely) necessary approvals for purchase or sale transactions or to complete the transactions for other reasons generally beyond our control;

• increases in the costs of programming, including on-air talent;

• inability to grow through suitable acquisitions or to consummate dispositions;

• new or changing technologies, including those that provide additional competition for our businesses;

• new or changing regulations of the Federal Communications Commission or other governmental agencies;

• war, terrorist acts or political instability; and

• other factors mentioned in documents filed by the Company with the Securities and Exchange Commission.

MediaCo does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

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