Item 1.02 Termination of a Material Definitive Agreement.

On the Closing Date, Holdings LLC shall terminate that certain Credit Agreement, dated as of July 30, 2013 (as amended by Amendment No. 1, dated as of July 31, 2014, Amendment No. 2, dated as of February 14, 2017, Amendment No. 3, dated as of March 31, 2021, and as further amended, restated, supplemented or otherwise modified, the "Credit Agreement"), by and among Holdings, LLC, as lead borrower, Intermedia Español, Inc., a Delaware corporation, HMTV, LLC, a Delaware limited liability company, JPMorgan Chase Bank, N.A., as collateral agent and administrative agent and as an issuing bank, the financial institutions party thereto, as lenders, and the other agents, arrangers and bookrunners party thereto and release all security interests granted and guaranties provided thereunder.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.





Closing of the Mergers

On the Closing Date, Parent completed the acquisition of the Company. Pursuant to the Merger Agreement, at the effective time of the Mergers (the "Effective Time"), each share of the Company's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), and Class B Common Stock, par value $0.0001 per share ("Class B Common Stock" and, together with the Class A Common Stock, the "Hemisphere Common Stock"), issued and outstanding immediately prior to the Effective Time, other than certain excluded shares of Hemisphere Common Stock pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into and thereafter represents the right to receive an amount in cash equal to $7.00 per share of Hemisphere Common Stock ("Merger Consideration"), payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement.

In addition, at the Effective Time:

• each outstanding option to purchase shares of Hemisphere Common Stock (the


   "Hemisphere Options"), whether vested or unvested, was, by virtue of the
   Merger, cancelled and converted into the right to receive an amount in cash,
   without interest and less any applicable withholding taxes, equal to the
   product obtained by multiplying (a) the aggregate number of shares of
   Hemisphere Common Stock subject to such Hemisphere Option immediately prior to
   the Effective Time by (b) the excess, if any, of the Merger Consideration over
   the exercise price per share of such Hemisphere Option, provided, that any
   Hemisphere Option with an exercise price per share that was equal to or greater
   than the Merger Consideration was automatically canceled at the Effective Time
   without payment of any consideration;

• each outstanding restricted share of Hemisphere Common Stock (the "Hemisphere


   RS Awards") (other than any Hemisphere RS Awards outstanding as of immediately
   prior to the Effective Time that were granted to one of the Company's
   non-employee directors in the ordinary course of business in connection with
   the Company's 2022 annual shareholder meeting (the "Director Interim Awards"))
   were treated at the Effective Time the same as, and had the same rights and
   were subject to the same conditions as, an outstanding share of Hemisphere
   Common Stock not subject to any restrictions and, accordingly, were converted
   into the right to receive the Merger Consideration at the Effective Time,
   without interest and less any applicable withholding taxes; and

• each Director Interim Award vested at the Effective Time on a prorated basis


   taking into account the portion of the twelve (12) month vesting period that
   had elapsed from the date of grant until the Effective Time and was treated at
   the Effective Time as an outstanding share of Hemisphere Common Stock not
   subject to any restrictions, and the remaining unvested portion of any Director
   Interim Awards was forfeited at the Effective Time.

The foregoing description of the Mergers and the Merger Agreement, and the transactions contemplated thereby, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Merger Agreement which is attached as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on May 10, 2022 and incorporated herein by reference into this Item 2.01.





Closing of the Pantaya Sale

As previously disclosed, on May 9, 2022, Univision Puerto Rico Station Operating Company, a Delaware corporation ("Univision"), Pantaya, LLC, a Delaware limited liability company ("Pantaya"), and HMTV DTC, LLC, a Delaware limited liability . . .

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

In connection with the closing of the Mergers, the Company notified NASDAQ Global Market ("Nasdaq") that the Mergers had been consummated and, as a result, trading of the Company's securities on Nasdaq has been halted prior to the opening of Nasdaq on the Closing Date. The Company requested Nasdaq to file with the SEC a notification of removal from listing and registration on Form 25 with the SEC to effect the delisting of the Company's securities from Nasdaq and the deregistration of the Company's securities under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends to file with the SEC a Form 15 suspending the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introduction and under Item 2.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information set forth in the Introduction of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

In connection with the consummation of the Mergers, as contemplated by the Merger Agreement, each of the Company's directors immediately prior to the Effective Time resigned from his or her respective position as a member of the board of directors of the Company, and, in certain circumstances, as a member of the board of directors (or equivalent governing body) of each subsidiary of the Company, effective immediately following the Effective Time. Immediately following the Effective Time, Peter Kern became and constitutes the only director of the surviving corporation, and shall serve until his successor has been duly elected or appointed and qualified or until his death, resignation or removal in accordance with the organizational documents of the surviving corporation.

Immediately following the Effective Time, Eric Zinterhofer and Adam Reiss became and constitute the only officers of the surviving corporation, and such officers shall serve until their successors have been duly elected or appointed and qualified or until their death, resignation or removal in accordance with the organizational documents of the surviving corporation.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal


           Year.

At the Effective Time, (i) the Company's certificate of incorporation was amended and restated in its entirety and (ii) the Company's bylaws were amended and restated in their entirety, each in accordance with the terms of the Merger Agreement and the DGCL.

Copies of the Amended and Restated Certificate of Incorporation of the Company and the Amended and Restated Bylaws of the Company are filed as Exhibits 3.1 and 3.2 hereto, respectively, and are incorporated herein by reference.




 Item 8.01 Other Events.

On September 13, 2022, the Company issued a press release (the "Press Release") announcing the closing of the Mergers.

A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.   Description of Exhibit
  2.1           Agreement and Plan of Merger, dated as of May 9, 2022, by and among
              HWK Parent, LLC, HWK Merger Sub 1, Inc., HWK Merger Sub 2, LLC,
              Hemisphere Media Group, Inc. and Hemisphere Media Holdings, LLC
              (incorporated herein by reference to Exhibit 2.1 to the Current Report
              on Form 8-K filed by the Company on May 10, 2022).
  2.2           Membership Interest Purchase Agreement, dated as of May 9, 2022, by
              and among Univision Puerto Rico Station Operating Company, HMTV DTC,
              LLC, Pantaya, LLC and Hemisphere Media Holdings, LLC (incorporated
              herein by reference to Exhibit 2.3 to the Current Report on Form 8-K
              filed by the Company on May 10, 2022).
  3.1           Amended and Restated Certificate of Incorporation of Hemisphere
              Media Group, Inc.
  3.2           Amended and Restated Bylaws of Hemisphere Media Group, Inc.
  99.1          Press Release, dated September 13, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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