UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): January 04, 2022 |
ENTRAVISION COMMUNICATIONS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-15997 | 95-4783236 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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2425 Olympic Boulevard Suite 6000 West | |
Santa Monica, California | | 90404 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 310 447-3870 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
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Class A Common Stock | | EVC | | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On January 4, 2022, Entravision Digital Holdings, LLC (the “Acquiror”), a wholly-owned subsidiary of Entravision Communications Corporation (the “Company”) entered into an amendment, effective as of December 31, 2021 (the "Amendment"), to that Share Purchase Agreement, dated as of August 25, 2021 (the "Acquisition Agreement"), among the Acquiror, the Company, the Target, and the selling parties thereto (the "Sellers"), including certain sellers who are individual persons (the "Individual Sellers"). Under the original Acquisition Agreement, the Acquiror acquired the remaining 49% of the issued and outstanding shares of the Target in return for future earn-out payments to be made to the Sellers.
The Amendment provides, in material part, that the Acquiror pay the Individual Sellers $14,730,000 in the aggregate, on or around the Effective Date. As consideration in part, the Amendment terminates certain rights granted to the Individual Sellers under the Acquisition Agreement, including the right to appoint a member of the board of directors of Target.
The Amendment also provides that Acquiror pays the Individual Sellers the following reduced "Earn-Out Payments", if any, in the aggregate:
• by April 2022, an amount equal to 49% of the 2021 EBITDA of Target, multiplied by 6, and then divided by 3, less the amount paid to the Individual Sellers at Closing;
• by April 2023, in the event 2022 EBITDA of the Target is greater than 2021 EBITDA, an amount equal to the difference between the 2022 EBITDA and 2021 EBITDA, multiplied by 49%, multiplied by 6, divided by 3, and then multiplied by the ownership percentage of the Individual Sellers as of the date of the Acquisition Agreement; and
• by April 2024, a payment equal to $10,000,000 less an amount (up to $10,000,000) equaling 49 percent of any amounts paid by the Target for acquisitions, with such difference multiplied by the ownership percentage of the Individual Sellers as of the date of the Acquisition Agreement, plus, in the event 2023 EBITDA of the Target is greater than 2021 EBITDA, an amount equal to the difference between the 2023 EBITDA and 2021 EBITDA, multiplied by 49%, multiplied by 6, divided by 3, and then multiplied by the ownership percentage of the Individual Sellers as of the date of the Acquisition Agreement.
All other provisions of the Acquisition Agreement, as amended, remain in full force and effect unless expressly amended or modified by the Amendment. The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment No. 1 to Share Purchase Agreement executed on January 4, 2022 by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation, Redmas Ventures, S.L., and the selling shareholders named therein.
104 Cover Page Interactive Date File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | Entravision Communications Corporation |
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Date: | January 7, 2022 | By: | /s/ Walter F. Ulloa |
| | | Walter F. Ulloa
Chairman and Chief Executive Officer |
