Item 2.02. Results of Operations and Financial Condition.
On July 28, 2022, Hemisphere Media Group, Inc. (the "Company") issued a press
release presenting certain preliminary information regarding the financial
condition and results of operations of the Company for the periods ended June
30, 2022. A copy of the press release is attached as Exhibit 99.1 to this report
and is incorporated by reference into this item.
This information is being provided to facilitate the financing of the
transactions contemplated by the previously disclosed Agreement and Plan of
Merger (the "Merger Agreement"), dated as of May 9, 2022, among 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, 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 information referenced under Item 2.02 of this Current Report on Form 8-K is
being "furnished" under "Item 2.02. Results of Operations and Financial
Condition" 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 7.01. Regulation FD Disclosure.
The Company expects to make a presentation to lenders and prospective lenders in
connection with the financing of the Company Merger. Certain information
disclosed in this presentation has not been previously publicly reported. A copy
of the lender presentation is attached as Exhibit 99.2 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.
Additional Information and Where to Find It
This report is not intended to and does not constitute an offer to sell or the
solicitation of an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or approval in any
jurisdiction, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. In connection with the
proposed transaction between the Company and a subsidiary of Gato Investments
LP, the Company has filed relevant materials with the SEC, including the Proxy
Statement, and the parties have jointly filed the Schedule 13e-3. This report is
not a substitute for the Proxy Statement or any other document that the Company
may file with the SEC or send to its stockholders in connection with the
proposed transaction. THE COMPANY URGES YOU TO READ THE PROXY STATEMENT, THE
SCHEDULE 13E-3 AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC
CAREFULLY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS.
Investors will be able to obtain a free copy of the Proxy Statement, the
Schedule 13e-3 and other related documents (when available) filed by the Company
with the SEC at the website maintained by the SEC at www.sec.gov. Investors also
will be able to obtain a free copy of the Proxy Statement, the Schedule 13e-3
and other documents (when available) filed by the Company with the SEC by
accessing the Investors section of the Company's website
at https://hemispheretv.com/home/default.aspx
Participants in the Solicitation
The Company and certain of its directors, executive officers and employees may
be considered to be participants in the solicitation of proxies from the
Company's stockholders in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be deemed
participants in the solicitation of the stockholders of the Company in
connection with the proposed transaction, including a description of their
respective direct or indirect interests, by security holdings or otherwise, has
been included in the Proxy Statement. You may also find additional information
about
the Company's directors and executive officers in the Company's definitive proxy
statement for its 2022 annual meeting of stockholders, which was filed with the
SEC on April 1, 2022, or in its Annual Report on Form 10-K for the year ended
December 31, 2021, which was filed with the SEC on March 16, 2022, and in other
documents filed by the Company with the SEC. You can obtain free copies of these
documents from the Company using the contact information above.
Cautionary Statement Regarding Forward-Looking Statements
This report includes forward-looking statements within the meaning of the "safe
harbor" provisions of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including
statements about the potential benefits of the proposed acquisition, anticipated
growth rates, the Company's plans, objectives, expectations, and the anticipated
timing of the closing of the proposed transaction. When used in this report, the
words "believes," "estimates," "plans," "expects," "should," "could," "outlook,"
"potential," "forecast," "target" and "anticipates" and similar expressions as
they relate to the Company or its management are intended to identify
forward-looking statements. Forward-looking statements are based on a number of
assumptions about future events and are subject to various risks, uncertainties
and other factors that may cause actual results to differ materially from the
views, beliefs, projections and estimates expressed in such statements. These
risks, uncertainties and other factors include, but are not limited to, those
discussed under "Risk Factors" in the Company's Annual Report on Form 10-K for
the fiscal year ended December 31, 2021, filed with the SEC on March 16, 2022,
and the following: (1) the timing, receipt and terms and conditions of any
required governmental or regulatory approvals of the proposed transaction that
could reduce the anticipated benefits of or cause the parties to abandon the
proposed transaction? (2) risks related to the satisfaction of the conditions to
closing (including the failure to obtain necessary regulatory approvals or the
necessary approvals of the Company's stockholders) in the anticipated timeframe
or at all? (3) the risk that any announcements relating to the proposed
transaction could have adverse effects on the market price of the Company's
common stock? (4) disruption from the proposed transaction making it more
difficult to maintain business and operational relationships, including
retaining and hiring key personnel and maintaining relationships with the
Company's customers, vendors and others with whom it does business? (5) the
occurrence of any event, change or other circumstances that could give rise to
the termination of the proposed transaction agreement entered into in connection
with the proposed transaction? (6) risks related to disruption of management's
attention from the Company's ongoing business operations due to the proposed
transaction? (7) significant transaction costs? (8) the risk of litigation
and/or regulatory actions related to the proposed transaction or unfavorable
results from currently pending litigation and proceedings or litigation and
proceedings that could arise in the future? (9) other business effects,
including the effects of industry, market, economic, political or regulatory
conditions? (10) the ability to meet expectations regarding the timing and
completion of the proposed transaction? (11) information technology system
failures, data security breaches, data privacy compliance, network disruptions,
and cybersecurity, malware or ransomware attacks? and (12) changes resulting
from the COVID-19 pandemic, which could exacerbate any of the risks described
above. Readers are cautioned not to place undue reliance on forward-looking
statements made by or on behalf of the Company. Each such statement speaks only
as of the day it was made. The Company undertakes no obligation to update or to
revise any forward-looking statements. The factors described above cannot be
controlled by the Company.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release of Hemisphere Media Group, Inc., dated July 28, 2022
99.2 July 2022 presentation of Hemisphere Media Group, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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