Gato Investments LP, managed by InterMedia Advisors, LLC proposed to acquire remaining stake in Hemisphere Media Group, Inc. (NasdaqGM:HMTV) from Boyar Asset Management, Inc., Edenbrook Capital Partners, LLC and others on March 7, 2022. Shares will be acquired at a price of $10 per share in cash. Gato Investments LP, managed by InterMedia Advisors, LLC entered into a definitive agreement to acquire remaining stake in Hemisphere Media Group, Inc. (NasdaqGM:HMTV) from Boyar Asset Management, Inc., Edenbrook Capital Partners, LLC and others on May 6, 2022. Shares will be acquired at a price of $7 per share in cash. Upon completion of the transaction, Hemisphere will become a private company wholly-owned by Gato. Concurrently with the entry into the definitive agreement with Gato, Hemisphere entered into a separate agreement to sell Pantaya to TelevisaUnivision in exchange for cash plus certain Puerto Rican radio assets including WKAQ AM and KQ105 FM currently owned by TelevisaUnivision. Financing is being provided by Wells Fargo, Truist Bank, Truist Securities, Inc., Fifth Third Bank, N.A., Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc. The merger agreement includes a 30-day "go-shop" period expiring June 7, 2022, during which Hemisphere may actively solicit and consider alternative acquisition proposals. Gato shall pay a termination fee of $15.6 million to Hemisphere while Hemisphere shall pay a termination fee of $5.7 million to Gato. The merger is subject to the satisfaction of customary closing conditions, including approval by Hemisphere stockholders, receipt of certain regulatory approvals including from the Federal Communications Commission and the consummation of the TelevisaUnivision transaction. A special committee (the "Special Committee") of the Board of Directors of Hemisphere (the "Board"), comprised solely of independent and disinterested directors and advised by its own independent legal and financial advisors, unanimously recommended that the Board approve the transaction and determined it was in the best interests of Hemisphere and its disinterested shareholders. Acting upon the recommendation of the Special Committee, the members of the Board unanimously approved the transaction and recommends that shareholders vote in favor of the transaction. As of September 8, 2022, the transaction has been approved by the shareholders of Hemisphere Media Group. The merger is expected to close in the third quarter of 2022.

Moelis & Company LLC and PJT Partners LP are serving as financial advisors and fairness opinion providers and Oliver Smith, Jennifer S. Conway and Darren Schweiger of Davis Polk & Wardwell LLP is serving as legal advisor to Hemisphere's Special Committee. Jeffrey D. Marell, Suhan Shim, John Godfrey, Jason Tyler, Patricia Vaz de Almeida, Lawrence Witdorchic, Meghan Fox, Claudine Meredith-Goujon, Robert Holo, Andrew Gordon, Steven Herzog and Peter Fisch of Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to Hemisphere. Searchlight (investor in Gato) is being advised on the transaction by David Allinson, Scott Ollivierre, Matthew Brill, Elizabeth Park, Matthew Dewitz, Adam Kestenbaum, Krisa Benskin, Gary Gengel, David Langer, Mandy Reeves, Peter Todaro, Les Carnegie, Joseph Bargnesi, Anthony Klein, Robert Blamires, Shira Bressler, James Barker, Kendall Johnson, Andrea Schwartzman, Gregory Hannibal and David Beller of Latham & Watkins LLP and Gato is being advised by Covington & Burling LLP. Continental Stock Transfer & Trust Company acted as transfer agent and Innisfree M&A Inc. acted as information agent with a service fee of $30,000 to Hemisphere. Moelis & Company LLC acted as due diligence provider to Hemisphere. Melissa A. DiVincenzo of Morris, Nichols, Arsht & Tunnell LLP acted as legal advisor to Hemisphere Media Group, Inc.

Gato Investments LP, managed by InterMedia Advisors, LLC completed the acquisition of remaining stake in Hemisphere Media Group, Inc. (NasdaqGM:HMTV) from Boyar Asset Management, Inc., Edenbrook Capital Partners, LLC and others on September 13, 2022. Hemisphere's common stock has ceased trading and will be delisted from the Nasdaq stock market. Each director of Hemisphere Media resigned from his or her respective position as a member of the board of directors. Peter Kern became and constitutes the only director of Hemisphere Media. Immediately following the close of the transaction, Eric Zinterhofer and Adam Reiss became and constitute the only officers of the surviving corporation.