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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/07/19 Entravision Communications Corp 10-K 12/31/18 113:20M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.17M
3: EX-10.37 Material Contract HTML 39K
4: EX-10.40 Material Contract HTML 71K
2: EX-10.9 Material Contract HTML 67K
5: EX-21.1 Subsidiaries List HTML 33K
6: EX-23.1 Consent of Experts or Counsel HTML 33K
7: EX-23.2 Consent of Experts or Counsel HTML 32K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 38K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
10: EX-32 Certification -- §906 - SOA'02 HTML 34K
17: R1 Document and Entity Information HTML 73K
18: R2 Consolidated Balance Sheets HTML 120K
19: R3 Consolidated Balance Sheets (Parenthetical) HTML 72K
20: R4 Consolidated Statements of Operations HTML 135K
21: R5 Consolidated Statements of Operations HTML 46K
(Parenthetical)
22: R6 Consolidated Statements of Comprehensive Income HTML 51K
23: R7 Consolidated Statements of Stockholders' Equity HTML 105K
24: R8 Consolidated Statements of Cash Flows HTML 159K
25: R9 Nature of Business HTML 37K
26: R10 Summary of Significant Accounting Policies HTML 219K
27: R11 Correction of Immaterial Misstatements in Prior HTML 228K
Period Financial Statements
28: R12 Significant Transactions HTML 35K
29: R13 Acquisitions HTML 180K
30: R14 Revenues HTML 114K
31: R15 Goodwill and Other Intangible Assets HTML 227K
32: R16 Property and Equipment HTML 92K
33: R17 Accounts Payable and Accrued Expenses HTML 84K
34: R18 Long-Term Debt HTML 104K
35: R19 Derivative Instruments HTML 36K
36: R20 Fair Value Measurements HTML 89K
37: R21 Income Taxes HTML 225K
38: R22 Commitments and Contingencies HTML 53K
39: R23 Stockholders' Equity HTML 41K
40: R24 Equity Incentive Plans HTML 176K
41: R25 Related-Party Transactions HTML 82K
42: R26 Accumulated Other Comprehensive Income (Loss) HTML 145K
43: R27 Litigation HTML 34K
44: R28 Segment Data HTML 401K
45: R29 Quarterly Results of Operations HTML 110K
46: R30 Subsequent Events HTML 36K
47: R31 Schedule II - Consolidated Valuation and HTML 102K
Qualifying Accounts
48: R32 Summary of Significant Accounting Policies HTML 308K
(Policies)
49: R33 Summary of Significant Accounting Policies HTML 137K
(Tables)
50: R34 Correction of Immaterial Misstatements in Prior HTML 227K
Period Financial Statements (Tables)
51: R35 Acquisitions (Tables) HTML 173K
52: R36 Revenues (Tables) HTML 100K
53: R37 Goodwill and Other Intangible Assets (Tables) HTML 215K
54: R38 Property and Equipment (Tables) HTML 90K
55: R39 Accounts Payable and Accrued Expenses (Tables) HTML 84K
56: R40 Long-Term Debt (Tables) HTML 75K
57: R41 Fair Value Measurements (Tables) HTML 84K
58: R42 Income Taxes (Tables) HTML 223K
59: R43 Commitments and Contingencies (Tables) HTML 49K
60: R44 Equity Incentive Plans (Tables) HTML 167K
61: R45 Related-Party Transactions (Tables) HTML 72K
62: R46 Accumulated Other Comprehensive Income (Loss) HTML 145K
(Tables)
63: R47 Segment Data (Tables) HTML 397K
64: R48 Quarterly Results of Operations (Tables) HTML 110K
65: R49 Nature of Business - Additional Information HTML 45K
(Detail)
66: R50 Summary of Significant Accounting Policies - HTML 133K
Additional Information (Detail)
67: R51 Summary of Significant Accounting Policies - HTML 73K
Reconciliation of Basic and Diluted Income (Loss)
Per Share (Detail)
68: R52 Correction of Immaterial Misstatements in Prior HTML 193K
Period Financial Statements - Summary of Impact,
by Financial Statement (Detail)
69: R53 Significant Transactions - Additional Information HTML 41K
(Detail)
70: R54 Acquisitions - Additional Information (Detail) HTML 110K
71: R55 Acquisitions - Summary of Purchase Price HTML 71K
Allocation (Detail)
72: R56 Acquisitions - Schedule of Unaudited Pro Forma HTML 65K
Information (Detail)
73: R57 Acquisitions - Summary of Intangible Assets HTML 51K
Subject to Amortization Acquired (Detail)
74: R58 Revenues - Summary of Revenues Disaggregated by HTML 53K
Major Source (Detail)
75: R59 Revenues - Summary of Disaggregation of Broadcast HTML 50K
Advertising Revenue by Sales Channel (Detail)
76: R60 Revenues - Summary of Deferred Revenue (Detail) HTML 38K
77: R61 Goodwill and Other Intangible Assets - Carrying HTML 49K
Amount of Goodwill (Detail)
78: R62 Goodwill and Other Intangible Assets - Composition HTML 60K
of Company's Acquired Intangible Assets and
Associated Accumulated Amortization (Detail)
79: R63 Goodwill and Other Intangible Assets - Additional HTML 61K
Information (Detail)
80: R64 Goodwill and Other Intangible Assets - Estimated HTML 43K
Amortization Expense (Detail)
81: R65 Property and Equipment - Property and Equipment HTML 70K
(Detail)
82: R66 Property and Equipment - Additional Information HTML 44K
(Detail)
83: R67 Accounts Payable and Accrued Expenses - Accounts HTML 66K
Payable and Accrued Expenses (Detail)
84: R68 Long-Term Debt - Long-Term Debt (Detail) HTML 46K
85: R69 Long-Term Debt - Scheduled Maturities of Long-Term HTML 53K
Debt (Detail)
86: R70 Long-Term Debt - 2013 Credit Facility - Additional HTML 45K
Information (Detail)
87: R71 Long-Term Debt - 2017 Credit Facility - Additional HTML 77K
Information (Detail)
88: R72 Derivative Instruments - Additional Information HTML 44K
(Detail)
89: R73 Fair Value Measurements - Fair Value of Assets and HTML 52K
Liabilities Measured on Recurring Basis (Detail)
90: R74 Fair Value Measurements - Additional Information HTML 54K
(Detail)
91: R75 Income Taxes - Provision (Benefit) for Income HTML 61K
Taxes (Detail)
92: R76 Income Taxes - Additional Information (Detail) HTML 73K
93: R77 Income Taxes - Schedule of Effective Income Tax HTML 61K
Rate (Detail)
94: R78 Income Taxes - Components of Deferred Tax Assets HTML 74K
and Liabilities (Detail)
95: R79 Income Taxes - Unrecognized Tax Benefits (Detail) HTML 36K
96: R80 Commitments and Contingencies - Additional HTML 53K
Information (Detail)
97: R81 Commitments and Contingencies - Future Minimum HTML 52K
Lease Payments under These Non-cancelable
Operating Leases (Detail)
98: R82 Stockholders' Equity - Additional Information HTML 60K
(Detail)
99: R83 Equity Incentive Plans - Additional Information HTML 94K
(Detail)
100: R84 Equity Incentive Plans - Summary of Stock Option HTML 80K
Activity (Detail)
101: R85 Equity Incentive Plans - Summary of Nonvested HTML 55K
Restricted Stock and Restricted Stock Units
Activity (Detail)
102: R86 Related-Party Transactions - Additional HTML 53K
Information (Detail)
103: R87 Related-Party Transactions - Summary of HTML 59K
Related-Party Balances with Univision and Other
Related Parties (Detail)
104: R88 Accumulated Other Comprehensive Income (Loss) - HTML 64K
Summary of Components of AOCI (Detail) (Detail)
105: R89 Segment Data - Additional Information (Detail) HTML 52K
106: R90 Segment Data - Separate Financial Data for Each of HTML 145K
Company's Operating Segment (Detail)
107: R91 Quarterly Results of Operations - Summary of HTML 54K
Quarterly Results of Operations (Detail)
108: R92 Quarterly Results of Operations - Summary of HTML 35K
Quarterly Results of Operations (Parenthetical)
(Detail)
109: R93 Subsequent Events - Additional Information HTML 37K
(Detail)
110: R94 Schedule II - Consolidated Valuation and HTML 45K
Qualifying Accounts (Detail)
112: XML IDEA XML File -- Filing Summary XML 206K
111: EXCEL IDEA Workbook of Financial Reports XLSX 139K
11: EX-101.INS XBRL Instance -- evc-20181231 XML 5.61M
13: EX-101.CAL XBRL Calculations -- evc-20181231_cal XML 248K
14: EX-101.DEF XBRL Definitions -- evc-20181231_def XML 982K
15: EX-101.LAB XBRL Labels -- evc-20181231_lab XML 1.80M
16: EX-101.PRE XBRL Presentations -- evc-20181231_pre XML 1.49M
12: EX-101.SCH XBRL Schema -- evc-20181231 XSD 268K
113: ZIP XBRL Zipped Folder -- 0001564590-19-016139-xbrl Zip 300K
Exhibit 10.40
FIRST AMENDMENT AND LIMITED WAIVER
This First Amendment and Limited Waiver (this “First Amendment”), dated as of April 30, 2019, to the Credit Agreement, dated as of November 30, 2017 (as amended, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement”), is made by and among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), the Lenders party hereto and Bank of America, N.A., as Administrative Agent (the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement.
W I T N E S S E T H:
WHEREAS, as of the date hereof the Borrower has not provided to the Administrative Agent the financial statements and other information of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2018 (the “2018 Audited Financial Statements”) required to be delivered pursuant to Section 6.01(a) of the Credit Agreement;
WHEREAS, failure to deliver the 2018 Audited Financial Statements as provided pursuant to Section 6.01(a) of the Credit Agreement constitutes a failure to perform or observe the covenant provided in Section 6.01(a) of the Credit Agreement (the “Financial Statement Default,” and any Default or Event of Default under (x) Section 8.01(b) due to the failure to perform or observe a term, covenant or agreement contained in Section 6.03(a) or (y) Section 8.01(c) due to a failure to perform or observe a term, covenant or agreement contained in Section 6.01(a), in each case, arising out of the Financial Statement Default, being, collectively, the “Specified Default”);
WHEREAS, the Borrower has requested that the Required Lenders waive the Specified Default arising from such breach of the terms of Section 6.01(a) of the Credit Agreement;
WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Borrower and the Required Lenders may amend or waive any provision of the Credit Agreement or any other Loan Document pursuant to an agreement in writing; and
WHEREAS, pursuant to Section 10.01 of the Credit Agreement, the Borrower and each of the undersigned Lenders, together constituting the Required Lenders, are willing to amend the Credit Agreement and waive the Specified Default with respect to the 2018 Audited Financial Statements on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
1.Limited Waiver. Subject to the terms and conditions set forth herein, the Lenders signatory hereto hereby waive the Specified Default; provided that each of the parties hereto agrees that, notwithstanding anything to the contrary in the Credit Agreement, a failure by the Borrower to deliver the 2018 Audited Financial Statements to the Administrative Agent on or prior to May 31, 2019 shall constitute an immediate Event of Default.
The limited waiver set forth in this Section 1 (the “Default Waiver”) is limited to the extent expressly set forth above and no other terms, covenants or provisions of the Credit Agreement or any other Loan Document shall in any way be affected hereby. The Default Waiver is granted only with respect to the Specified Default relating to the 2018 Audited Financial Statements, and shall not apply to any financial statements for any other fiscal year or period, any other breach of the terms of the Credit
Agreement, or any actual or prospective default or breach of any other provision of the Credit Agreement or any other Loan Document. The Default Waiver shall not in any manner create a course of dealing or otherwise impair the future ability of the Administrative Agent or the Lenders to declare a Default or Event of Default under or otherwise enforce the terms of the Credit Agreement or any other Loan Document with respect to any matter other than the Specified Default specifically and expressly waived in, and subject to the terms of, the Default Waiver.
2.Amendments to the Credit Agreement. The Credit Agreement is, effective as of the Effective Date (as defined below), hereby amended as follows:
(a)Section 6.01(a) of the Credit Agreement is hereby amended by adding the following parenthetical immediately following the phrase “90 days”:
“(or on or prior to May 31, 2019 with respect to the fiscal year ended December 31, 2018)”.
3.Conditions Precedent. This First Amendment shall become effective on the date when the following conditions are met (the “Effective Date”):
(i)the Administrative Agent shall have received a counterpart signature page of this First Amendment duly executed by each of the Borrower, the Administrative Agent and Lenders constituting the Required Lenders;
(ii)the Borrower shall have paid to the Administrative Agent, for the account of each Lender that has delivered a counterpart to this First Amendment, a consent fee equal to 0.10% of the aggregate principal amount of the outstanding Loans held by such Lender;
(iii)the Administrative Agent shall have received such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of each Loan Party, the authorization of execution, delivery and performance of this First Amendment, the performance of the Credit Agreement and each other applicable Loan Document and any other legal matters relating to the Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel; and
(iv)the Borrower shall have paid all amounts due and payable pursuant to this First Amendment, including, to the extent invoiced, reimbursement or payment of documented and reasonable out-of-pocket expenses in connection with this First Amendment and related matters (including the reasonable and documented fees and expenses of Cahill Gordon & Reindel LLP, counsel to the Administrative Agent), any other out-of-pocket expenses of the Administrative Agent required to be paid or reimbursed pursuant to the Credit Agreement and any expense payable to the Administrative Agent or its affiliates as separately agreed.
5.Representations and Warranties. Each Loan Party represents and warrants to the Administrative Agent and the Lenders as of the Effective Date:
(i)the representations and warranties of each Loan Party contained in Article V of the Credit Agreement and in each other Loan Document (and acknowledging that this First Amendment is a Loan Document) are true and correct in all material respects as of the date hereof (except to the extent that such representations and warranties specifically refer to an earlier date, in which case they were true and correct as of such earlier date); provided that, to the extent that such representations and warranties are qualified by materiality, material adverse effect or similar language, they are true and correct in all respects; and
(ii)other than the Specified Default, no Default or Event of Default exists or will result from this First Amendment.
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6.Costs and Expenses. The Borrower agrees to pay (i) all reasonable and documented out-of-pocket costs and expenses of the Administrative Agent (including the reasonable and documented fees and expenses of Cahill Gordon & Reindel LLP, counsel to the Administrative Agent) in connection with the preparation, execution, delivery and administration of this First Amendment, the other instruments and documents to be delivered hereunder and related matters with respect to the Loan Documents and transactions contemplated hereby.
7.Counterparts. This First Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
8.Governing Law; Waiver of Right of Trial by Jury. Sections 10.14 and 10.15 of the Credit Agreement are incorporated herein by reference, mutatis mutandis.
9.Effect of First Amendment and Limited Waiver. Except as expressly set forth herein, (i) this First Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders, the Administrative Agent or any other Agent, in each case under the Credit Agreement or any other Loan Document, and (ii) shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of either such agreement or any other Loan Document. Each and every term, condition, obligation, covenant and agreement contained in the Credit Agreement as amended hereby, or any other Loan Document, is hereby ratified and re-affirmed in all respects and shall continue in full force and effect. This First Amendment shall constitute a Loan Document for all purposes and from and after the Effective Date, all references to the Credit Agreement in any Loan Document and all references in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, shall, unless expressly provided otherwise, refer to the Credit Agreement after giving effect to this First Amendment. Each of the Loan Parties hereby consents to this First Amendment and confirms and reaffirms (i) that all obligations of such Loan Party under the Loan Documents to which such Loan Party is a party shall continue to apply to the Credit Agreement as amended hereby, (ii) its guaranty of the Obligations, (iii) its prior pledges and grants of security interests and Liens on the Collateral to secure the Obligations pursuant to the Collateral Documents and (iv) such Guarantees, prior pledges and grants of security interests and liens on the Collateral to secure the Obligations, as applicable, shall continue to be in full force and effect and shall continue to inure to the benefit of the Collateral Agent, the Lenders and the other Secured Parties. This Agreement shall not constitute a novation of the Credit Agreement or any other Loan Document.
10.First Amendment and Limited Waiver Lead Arranger. Merrill Lynch, Pierce, Fenner & Smith Incorporated is acting as lead arranger in connection with the First Amendment and shall be entitled to all rights, indemnities, privileges and immunities applicable to the “Arrangers” under the Loan Documents in connection herewith.
[Signature pages follow]
-3-
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first above written.
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ENTRAVISION COMMUNICATIONS CORPORATION |
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Chief Financial Officer |
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GUARANTORS: |
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ENTRAVISION COMMUNICATIONS CORPORATION |
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Title: |
Chief Financial Officer |
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ARIZONA RADIO, INC. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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ASPEN FM, INC. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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CHANNEL FIFTY SEVEN, INC. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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DIAMOND RADIO, INC. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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ENTRAVISION COMMUNICATIONS COMPANY, L.L.C. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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ENTRAVISION HOLDINGS, LLC |
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Name: |
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Title: |
Chief Financial Officer |
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[Signature Page to First Amendment and Limited Waiver]
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ENTRAVISION, L.L.C. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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ENTRAVISION-EL PASO, L.L.C. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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ENTRAVISION SAN DIEGO, INC. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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ENTRAVISION-TEXAS G.P., LLC |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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ENTRAVISION-TEXAS L.P., INC. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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ENTRAVISION-TEXAS LIMITED PARTNERSHIP |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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EVC COCINA HOLDINGS, LLC |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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LATIN COMMUNICATIONS GROUP INC. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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LCG, LLC |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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[Signature Page to First Amendment and Limited Waiver]
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LOS CEREZOS TELEVISION COMPANY |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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LOTUS/ENTRAVISION REPS LLC |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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PULPO MEDIA, INC. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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THE COMMUNITY BROADCASTING COMPANY OF SAN DIEGO, INCORPORATED |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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VISTA TELEVISION, INC. |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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Z-SPANISH MEDIA CORPORATION |
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By: |
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Name: |
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Title: |
Chief Financial Officer |
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HEADWAY DIGITAL HOLDINGS, LLC |
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Name: |
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Title: |
Chief Financial Officer |
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[Signature Page to First Amendment and Limited Waiver]
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BANK OF AMERICA, N.A., as Administrative Agent |
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/s/ Kevin L. Ahart |
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Vice President |
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[Signature Page to First Amendment and Limited Waiver]
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 5/31/19 | 3, 4, 8-K | |||
| Filed as of: | 5/7/19 | 8-K, DEF 14A | ||
| Filed on: | 5/6/19 | 8-K | ||
| 4/30/19 | 8-K | |||
| For Period end: | 12/31/18 | 4, NT 10-K | ||
| 11/30/17 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/16/23 Entravision Communications Corp. 10-K 12/31/22 120:27M Donnelley … Solutions/FA 3/16/22 Entravision Communications Corp. 10-K 12/31/21 109:23M Donnelley … Solutions/FA 4/12/21 Entravision Communications Corp. 10-K 12/31/20 108:20M ActiveDisclosure/FA |