Item 7.01 Regulation FD Disclosure
Attached as Exhibit 99.1 hereto is a presentation that will be shared with
investors containing certain information regarding the acquisition by Hemisphere
Media Group, Inc. (the "Company") of the equity interests of Pantaya, LLC
("Pantaya") that the Company did not already own (the "Acquisition"). A copy of
the presentation is also available on the investor relations section of the
Company's website at
https://hemispheremediagroupinc.gcs-web.com/events-presentations. The
information contained on the Company's website is not incorporated by reference
into, and does not form a part of, this Current Report on Form 8-K.
The information included in the presentation attached as Exhibit 99.1 hereto is
furnished solely pursuant to Item 7.01 of this Current Report on Form 8-K.
Consequently, it is not deemed filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section. It may only be incorporated by
reference in another filing under the Securities Act of 1933, as amended, or the
Exchange Act, if such subsequent filing specifically references this Current
Report on Form 8-K.
Item 8.01 Other Events
On March 31, 2021, HMTV DTC, LLC, (the "Buyer"), a wholly-owned indirect
subsidiary of the Company, entered into a securities purchase agreement (the
"Purchase Agreement") with Pantaya and Artisan Home Entertainment Inc. (the
"Seller"), pursuant to which the Buyer acquired all of the issued and
outstanding equity interests of Pantaya that the Company did not already own,
subject to the terms and conditions of the Purchase Agreement. Prior to signing
of the Purchase Agreement, the Company owned 25% of the equity interests of
Pantaya. Also, prior to the Acquisition, the business of Pantelion 2.0, LLC was
contributed to Pantaya by the Seller. Pursuant to the terms and conditions of
the Purchase Agreement, the Buyer purchased the remaining equity interests in
Pantaya that the Company did not own for approximately $124.0 million in cash,
subject to certain customary adjustments, including adjustments for cash and
debt. The Acquisition was funded through a combination of the Company's cash on
hand and borrowings under a $50.0 million incremental term loan under the
Company's credit facility.
On April 1, 2021, the Company issued a press release regarding the Acquisition.
A copy of the Company's press release is attached hereto as Exhibit 99.2.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Description of Exhibit
99.1 Presentation regarding the acquisition of Pantaya, LLC, dated April 1,
2021
99.2 Press release of the Company regarding the acquisition of Pantaya,
LLC, dated April 1, 2021
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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