INNOVATE Announces Successful Closing of Broadcasting Refinancing and Agrees to Partial Sale of Broadcasting

INNOVATE (NYSE: VATE) announced a refinancing for HC2 Broadcasting and a definitive agreement to sell a controlling stake in Broadcasting to CONX CORP, subject to regulatory approvals.

Rhea-AI Summary

INNOVATE (NYSE: VATE) announced a refinancing for HC2 Broadcasting and a definitive agreement to sell a controlling stake in Broadcasting to CONX CORP, subject to regulatory approvals.

CONX is expected to own about 75% of Broadcasting post-closing, with INNOVATE retaining about 25%, plus options and an equity commitment structure totaling up to $180 million.

Positive

• $105 million New Loan used to satisfy 8.50% and 11.45% notes
• New Loan to be extinguished as merger consideration, no cash repayment
• CONX equity commitment of up to $75 million for Broadcasting post-closing
• INNOVATE retains approximately 25% stake in Broadcasting via HC2 Holdco
• INNOVATE 18‑month option to buy up to 15% additional Broadcasting ownership
• Transaction approved by Boards of both INNOVATE and CONX

Negative

• INNOVATE to sell controlling interest, with CONX expected to own ~75%
• CONX affiliate option to acquire up to 80.1% of Broadcasting equity

Argus Jun 1 session

+4.33% close to close Open Argus

Details

News Market Reaction – VATE

On Jun 1, the day this news came out, VATE closed 4.33% above the previous close.

Data tracked by StockTitan Argus for the Jun 1 session.

Market Context

This announcement detailed a capital-structure-focused transaction for HC2 Broadcasting, including a...

Analysis

This announcement detailed a capital-structure-focused transaction for HC2 Broadcasting, including a $105M refinancing that is expected to be extinguished at merger closing and an equity commitment of up to $75M from CONX. INNOVATE plans to retain about 25% of Broadcasting, plus an option to buy up to an additional 15%. Investors may watch for regulatory approvals, final ownership outcomes, and how proceeds and structure changes interact with previously disclosed leverage and going‑concern risks.

Key Figures

New Loan: $105 million Equity commitment: up to $75 million New Loan maturity: May 29, 2027 +5 more

New Loan

$105 million

Loan agreement between Broadcasting and CONX subsidiary HC2 Merger Sub, LLC

Equity commitment

up to $75 million

Post-closing equity commitment CONX agreed to provide Broadcasting

New Loan maturity

May 29, 2027

Stated maturity date of the New Loan before merger extinguishment

Broadcasting ownership post-close

CONX 75% / INNOVATE 25%

Expected ownership split in Broadcasting after merger closes

Purchase option

up to 15%

INNOVATE’s 18‑month option to buy additional Broadcasting ownership from CONX

CONX Affiliate option

up to 80.1%

Option to acquire up to 80.1% of Broadcasting equity interests

Broadcast TV stations

260 stations

Broadcasting portfolio acquired and built since 2017

Broadcast networks, states

50+ networks in 40+ states

Scope of networks and geographic reach of Broadcasting segment

Historical Context

5 past events · Latest: May 14

5 events

1. May 14

   Q1 2026 earnings

   24h Move

   -8.7%

   Strong revenue and EBITDA growth with narrowed net loss in Q1 2026.

2. Apr 27

   Earnings date set

   24h Move

   +2.6%

   Announcement of timing and call details for upcoming Q1 2026 results.

3. Apr 06

   Subsidiary dividend

   24h Move

   -3.6%

   DBM Global declared a cash dividend with INNOVATE receiving ~$2.7M.

4. Mar 31

   CE Mark approval

   24h Move

   +3.3%

   MediBeacon TGFR system components received EU CE Mark under MDR.

5. Mar 26

   Q4/FY25 earnings

   24h Move

   +0.6%

   Strong Q4 and FY25 revenue growth but continued net losses and high debt.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

refinancing transaction, regulatory approvals, merger agreement, equity commitment, +3 more

7 terms

refinancing transaction financial

"announced today that HC2 Broadcasting Holdings Inc. (“Broadcasting”) closed on a refinancing transaction"

A refinancing transaction is when a company replaces existing debt with new borrowing to change the interest rate, payment schedule, or other loan terms—think of swapping a high-interest credit card balance for a lower-rate loan to reduce monthly costs or extend repayment time. Investors care because refinancing alters a company’s future cash payments, financial risk and flexibility; better terms can free up cash and reduce default risk, while worse terms or added borrowings can increase interest costs and pressure on profits.

regulatory approvals regulatory

"subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals."

Regulatory approvals are official permissions from government agencies that a company needs before launching a new product, service, or business activity. They matter because without this approval, the company might not be allowed to operate legally or sell its products, similar to how a driver needs a license to legally drive a car.

merger agreement regulatory

"INNOVATE has entered into a merger agreement pursuant to which Merger Sub will merge"

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

equity commitment financial

"CONX has agreed to provide Broadcasting with an equity commitment of up to $75 million"

An equity commitment is a firm promise by an investor or group to provide a specific amount of ownership capital for a deal or project, such as a takeover, investment round, or corporate restructuring. It matters to investors because this pledged cash lowers the risk that a transaction will fail and shows confidence from backers—like a friend assuring they'll bring their share of the money for a group purchase—while also affecting how much ownership current shareholders keep.

class a technical

"largest portfolio of Class A and LPTV licenses in the country"

Class A denotes a specific group of a company’s shares that carry a particular set of rights—most commonly different voting power or dividend priority compared with other share classes. Think of it like different seats on a bus where some seats let you steer and others only ride: knowing whether a share is Class A tells investors how much influence they have over company decisions and how returns might be distributed, which affects control and value.

lptv technical

"largest portfolio of Class A and LPTV licenses in the country"

LPTV stands for Low-Power Television, a type of broadcast station that transmits TV signals at lower strength and covers a much smaller area than full-power stations. Think of it like a neighborhood radio station versus a national network: it costs less to run and can serve specific local audiences, but reaches fewer viewers and has different regulatory protections, so its advertising revenue potential and spectrum value are typically lower and more sensitive to local market and regulatory changes.

form 8-k regulatory

"please refer to the Form 8-K that will be filed by INNOVATE with the U.S."

A Form 8-K is a report that companies file with the government to share important news quickly, such as changes in leadership, major business deals, or financial updates. It matters because it helps investors stay informed about significant events that could affect the company's value or stock price.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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NEW YORK, June 01, 2026 (GLOBE NEWSWIRE) -- INNOVATE Corp. (NYSE: VATE) (“INNOVATE” or the “Company”) announced today that HC2 Broadcasting Holdings Inc. (“Broadcasting”) closed on a refinancing transaction and that Broadcasting and HC2 Broadcasting Holdco, LLC (“HC2 Holdco”), subsidiaries of INNOVATE, have entered into a definitive agreement pursuant to which INNOVATE will sell a controlling interest in Broadcasting to CONX CORP. (“CONX”), subject to the satisfaction of customary closing conditions, including the receipt of required regulatory approvals. After the closing of the transaction, it is expected that CONX will own approximately 75% of Broadcasting and INNOVATE will own approximately 25% of Broadcasting through HC2 Holdco.

“We view this transaction as an important step forward in addressing INNOVATE’s capital structure while reinforcing our strategic priorities,” said Paul Voigt, Interim CEO of INNOVATE. “Broadcasting and its subsidiaries have successfully acquired and built 260 TV broadcast television stations since 2017, with considerably more underway.  Today the segment operates the largest portfolio of Class A and LPTV licenses in the country, distributing more than 50 broadcast networks in over 40 states.”

Refinancing Transaction

Broadcasting entered into a $105 million loan agreement (the “New Loan”) with HC2 Merger Sub, LLC, a subsidiary of CONX (“Merger Sub”). The proceeds of the New Loan were used to fully satisfy Broadcasting’s existing 8.50% and 11.45% notes, to fund the repurchase of certain equity interests held by Broadcasting’s noteholders, and to pay related transaction costs. The New Loan and interest accrued thereon are expected to be extinguished as consideration in the Merger and will not require cash repayment upon closing of the merger. The New Loan matures on May 29, 2027, subject to earlier acceleration in accordance with its terms.

Merger Agreement

INNOVATE has entered into a merger agreement pursuant to which Merger Sub will merge with and into Broadcasting, with Broadcasting as the surviving corporation. As a result of the merger, after the closing it is expected that CONX will own approximately 75% of Broadcasting and INNOVATE will own approximately 25% of Broadcasting through HC2 Holdco.

As part of the merger, CONX has agreed to provide Broadcasting with an equity commitment of up to $75 million to be funded after closing of the merger, subject to reduction for post-closing purchase price adjustments, and certain expense and indemnification obligations, and the New Loan and interest accrued thereon will be extinguished upon closing of the merger.

For an 18-month period from and after the closing date, INNOVATE will have the option to purchase up to 15% of Broadcasting’s ownership, on a fully diluted basis, from CONX. The transaction has been approved by the Boards of Directors of each of INNOVATE and CONX.

In connection with the merger agreement, CONX, INNOVATE and an affiliate of CONX (the “CONX Affiliate”) have also entered into a letter agreement pursuant to which CONX and INNOVATE have granted the CONX Affiliate an option, exercisable for a period of two years from the date of the letter agreement, to acquire up to 80.1% of the equity interests of Broadcasting on a fully-diluted basis. If the CONX Affiliate exercises such option, the CONX Affiliate would first acquire all of the equity interests of Broadcasting held by CONX, together with an additional amount of equity interests from INNOVATE necessary to reach the 80.1% threshold, subject to INNOVATE’s right to require the CONX Affiliate to first acquire all of INNOVATE’s remaining equity interests in Broadcasting.

For more information, please refer to the Form 8-K that will be filed by INNOVATE with the U.S. Securities and Exchange Commission (the “SEC”).

About INNOVATE
INNOVATE Corp. is a portfolio of best-in-class assets in three key areas of the new economy. Dedicated to stakeholder capitalism, INNOVATE employs approximately 3,700 people across its subsidiaries. For more information, please visit: http://www.innovatecorp.com.

About Broadcasting
Broadcasting and its subsidiaries strategically acquire and operate over-the-air broadcasting stations across the United States.

About CONX CORP.
CONX is a diversified operating entity seeking opportunities to power the next generation of innovators in communications and connectivity. CONX’s mission is to partner with emerging companies with quality management and strong and differentiated business models with the ability to scale quickly.

Advisors
Cleary Gottlieb Steen & Hamilton LLP is serving as legal advisor to the Company. Dundon Advisers LLC is serving as financial advisor to the Company.

Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed merger of Broadcasting and Merger Sub, including, but not limited to, statements regarding: the proposed merger and the anticipated timing of the closing thereof; the refinancing transaction and the terms thereof; the expected benefits of the transaction to INNOVATE and its stockholders; the equity commitment from CONX and the anticipated use and timing of funding thereof; the expected ownership structure following the merger; INNOVATE’s option to purchase additional ownership; the business, operations and prospects of Broadcasting and its subsidiaries following the merger; the development of ATSC 3.0 and 5G capabilities; and INNOVATE’s strategies with respect to its capital structure. These forward-looking statements generally are identified by the words “believe,” “expect,” “anticipate,” “strategy,” “future,” “opportunity,” “may,” “will,” and similar expressions. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties. You are cautioned that these statements are not guarantees of future performance and that INNOVATE’s actual results may differ materially from those set forth in the forward-looking statements.

Many factors could cause actual results to differ materially from these forward-looking statements, including, but not limited to: (i) the failure to complete the proposed merger on anticipated terms and timing or at all; (ii) the failure to obtain FCC approval or other required regulatory approvals in a timely manner or at all, or the imposition of conditions in connection with such approvals; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement or an acceleration of the New Loan; (iv) the effect of the announcement or pendency of the transaction on INNOVATE’s or Broadcasting’s business; (v) macroeconomic conditions and (vi) the other risks and uncertainties under the heading “Risk Factors” set forth in INNOVATE’s Annual Report on Form 10-K, as supplemented by INNOVATE’s quarterly reports on Form 10-Q, and other filings with the SEC. Such filings are available on INNOVATE’s website or at www.sec.gov. You should not place undue reliance on these forward-looking statements, which are made only as of the date of this press release. INNOVATE undertakes no obligation to publicly update or revise these forward-looking statements to reflect subsequent developments, events, or circumstances, except as may be required under applicable securities laws.

Investor Contact:
Solebury Strategic Communications
Anthony Rozmus

(212) 235-2691
Email: ir@innovatecorp.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What refinancing did INNOVATE (NYSE: VATE) complete for HC2 Broadcasting?

INNOVATE completed a $105 million refinancing for HC2 Broadcasting through a New Loan from a CONX subsidiary. According to INNOVATE, proceeds repaid 8.50% and 11.45% notes, funded certain equity repurchases from noteholders, and covered transaction costs.

How will the CONX transaction change ownership of INNOVATE’s Broadcasting segment (VATE)?

After closing, CONX is expected to own about 75% of Broadcasting, with INNOVATE holding about 25% via HC2 Holdco. According to INNOVATE, this results from a merger of a CONX subsidiary into Broadcasting, leaving Broadcasting as the surviving company.

What is the impact of the New Loan on HC2 Broadcasting’s debt structure?

The $105 million New Loan refinanced Broadcasting’s existing 8.50% and 11.45% notes and related equity interests. According to INNOVATE, the New Loan matures May 29, 2027, but is expected to be extinguished as merger consideration, removing the need for cash repayment at closing.

What equity commitment is CONX providing to INNOVATE’s Broadcasting business?

CONX agreed to provide an equity commitment of up to $75 million to Broadcasting, funded after the merger closes. According to INNOVATE, this amount may be reduced by post-closing purchase price adjustments, expenses and indemnification obligations linked to the transaction.

Does INNOVATE (VATE) keep upside in Broadcasting after selling control to CONX?

INNOVATE expects to retain about 25% of Broadcasting and an 18‑month option to buy up to 15% additional ownership from CONX. According to INNOVATE, this structure preserves potential participation in future Broadcasting value while selling a controlling stake.

What option did a CONX affiliate receive regarding HC2 Broadcasting’s equity?

A CONX affiliate received a two‑year option to acquire up to 80.1% of Broadcasting’s fully-diluted equity interests. According to INNOVATE, the affiliate would first purchase CONX’s stake, then additional shares from INNOVATE, subject to INNOVATE’s right regarding its remaining equity.