Item 7.01. Regulation FD Disclosure

As previously disclosed, Hemisphere Media Group, Inc., a Delaware corporation (the "Company"), Hemisphere Media Holdings, LLC, a Delaware limited liability company and wholly owned indirect subsidiary of the Company ("Holdings LLC"), HWK Parent, LLC, a Delaware limited liability company ("Parent"), HWK Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub 1"), and HWK Merger Sub 2, LLC, a Delaware limited liability company and wholly owned subsidiary of Merger Sub 1 ("Merger Sub 2"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, subject to the satisfaction or waiver of certain conditions and on the terms set forth therein, (i) Merger Sub 1 will merge with and into the Company, with the Company as the surviving corporation (the "Company Merger") and (ii) substantially simultaneously with the Merger, Merger Sub 2 will merge with and into Holdings LLC, with Holdings LLC as the surviving company (together with the Company Merger, the "Mergers"). Parent is a subsidiary of Gato Investments LP, a portfolio investment of Searchlight Capital Partners, L.P.

The consideration paid in the Mergers is expected to be financed, among other things, with certain cash on hand of the Company and proceeds received from debt financing commitments, including a new term loan and a new revolving credit facility. In connection with the proposed financing, the Company expects to make a presentation to lenders and prospective lenders. Certain information disclosed in this presentation has not been previously publicly reported. A copy of the lender presentation is attached as Exhibit 99.1 to this report and incorporated herein by reference.

The information referenced under Item 7.01 of this Current Report on Form 8-K is being "furnished" under "Item 7.01. Regulation FD Disclosure" and, as such, shall not be deemed to be "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filings under the Securities Act or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

Exhibit No. Description



99.1            June 2022 presentation of  Hemisphere Media Group, Inc.
104           Cover Page Interactive Data File (embedded within the Inline XBRL document)

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