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
Date of Report (Date of earliest event reported): May 06, 2024 |
ENTRAVISION COMMUNICATIONS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-15997 | 95-4783236 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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2425 Olympic Boulevard Suite 6000 West |
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Santa Monica, California |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 310 447-3870 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Class A Common Stock |
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| 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 May 6, 2024 (the "Effective Date"), Entravision Communications Corporation (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”), among Adsmurai, S.L. ("Adsmurai"), the Company and the other stockholders of Adsmurai (the “Buyers”). Adsmurai is a Spanish company engaged in the sale and marketing of digital advertising technology platforms.
Pursuant to the Purchase Agreement, as of the Effective Date (i) the Company sold its 51% equity interest in Adsmurai to Buyers, (ii) the Company terminated loans it made to Buyers in the principal amount of €12.3 million and (iii) the parties terminated other previous agreements made between them, including an Options Agreement which contained put redemption features for Buyers and call redemption features for the Company. As consideration, the Company receives €15.0 million (approximately $16.2 million as of the Effective Date) ("Total Consideration"). The Purchase Agreement also contains representations, warranties, covenants, indemnities and releases of the parties thereto.
The Total Consideration is payable to the Company as follows:
The foregoing summary of the Purchase Agreement 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 copies 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 | |
104 | Cover Page Interactive Data 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 hereunto duly authorized.
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| Entravision Communications Corporation |
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Date: | May 7, 2024 | By: | /s/ Michael J. Christenson |
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| Michael J. Christenson, Chief Executive Officer |