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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/16/22 Entravision Communications Corp. 10-K 12/31/21 109:23M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 2.34M 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 43K 3: EX-10.39 Material Contract HTML 34K 4: EX-21.1 Subsidiaries List HTML 37K 5: EX-23.1 Consent of Expert or Counsel HTML 30K 6: EX-31.1 Certification -- §302 - SOA'02 HTML 36K 7: EX-31.2 Certification -- §302 - SOA'02 HTML 36K 8: EX-32 Certification -- §906 - SOA'02 HTML 33K 14: R1 Document and Entity Information HTML 108K 15: R2 Consolidated Balance Sheets HTML 149K 16: R3 Consolidated Balance Sheets (Parenthetical) HTML 66K 17: R4 Consolidated Statements of Operations HTML 128K 18: R5 Consolidated Statements of Operations HTML 43K (Parenthetical) 19: R6 Consolidated Statements of Comprehensive Income HTML 64K (Loss) 20: R7 Consolidated Statements of Stockholders' Equity HTML 99K 21: R8 Consolidated Statements of Cash Flows HTML 140K 22: R9 Nature of Business HTML 53K 23: R10 Summary of Significant Accounting Policies HTML 237K 24: R11 Acquisitions HTML 324K 25: R12 Revenues HTML 170K 26: R13 Goodwill and Other Intangible Assets HTML 231K 27: R14 Property and Equipment HTML 94K 28: R15 Leases HTML 131K 29: R16 Accounts Payable and Accrued Expenses HTML 86K 30: R17 Long-Term Debt HTML 106K 31: R18 Fair Value Measurements HTML 200K 32: R19 Income Taxes HTML 327K 33: R20 Commitments and Contingencies HTML 36K 34: R21 Stockholders' Equity HTML 53K 35: R22 Equity Incentive Plans HTML 174K 36: R23 Related-Party Transactions HTML 123K 37: R24 Accumulated Other Comprehensive Income (Loss) HTML 110K 38: R25 Litigation HTML 32K 39: R26 Segment Data HTML 380K 40: R27 Subsequent Events HTML 36K 41: R28 Schedule II - Consolidated Valuation and HTML 72K Qualifying Accounts 42: R29 Summary of Significant Accounting Policies HTML 308K (Policies) 43: R30 Summary of Significant Accounting Policies HTML 148K (Tables) 44: R31 Acquisitions (Tables) HTML 275K 45: R32 Revenues (Tables) HTML 154K 46: R33 Goodwill and Other Intangible Assets (Tables) HTML 207K 47: R34 Property and Equipment (Tables) HTML 88K 48: R35 Leases (Tables) HTML 115K 49: R36 Accounts Payable and Accrued Expenses (Tables) HTML 86K 50: R37 Long-Term Debt (Tables) HTML 74K 51: R38 Fair Value Measurements (Tables) HTML 193K 52: R39 Income Taxes (Tables) HTML 316K 53: R40 Equity Incentive Plans (Tables) HTML 157K 54: R41 Related-Party Transactions (Tables) HTML 108K 55: R42 Accumulated Other Comprehensive Income (Loss) HTML 109K (Tables) 56: R43 Segment Data (Tables) HTML 361K 57: R44 Nature of Business - Additional Information HTML 52K (Detail) 58: R45 Summary of Significant Accounting Policies - HTML 120K Additional Information (Detail) 59: R46 Summary of Significant Accounting Policies - HTML 39K Summary of Cash and Cash Equivalents and Restricted Cash (Details) 60: R47 Summary of Significant Accounting Policies - HTML 69K Reconciliation of Basic and Diluted Income (Loss) Per Share (Detail) 61: R48 Acquisitions - Additional Information (Detail) HTML 163K 62: R49 Acquisitions - Summary of Purchase Price HTML 66K Allocation (Detail) 63: R50 Acquisitions - Summary of Intangible Assets HTML 61K Subject to Amortization Acquired (Detail) 64: R51 Acquisitions - Reconciliation of Changes in HTML 44K Redeemable Noncontrolling Interests (Detail) 65: R52 Acquisitions - Schedule of Unaudited Pro Forma HTML 61K Information (Detail) 66: R53 Revenues - Summary of Revenues Disaggregated by HTML 46K Major Source (Detail) 67: R54 Revenues - Summary of Disaggregation of Broadcast HTML 44K Advertising Revenue by Sales Channel (Detail) 68: R55 Revenues - Summary of Disaggregation of Revenue by HTML 44K Geographical Region Based on Location of Sales Office (Details) 69: R56 Revenues - Summary of Deferred Revenue (Detail) HTML 36K 70: R57 Goodwill and Other Intangible Assets - Carrying HTML 49K Amount of Goodwill (Detail) 71: R58 Goodwill and Other Intangible Assets - Composition HTML 57K of Company's Acquired Intangible Assets and Associated Accumulated Amortization (Detail) 72: R59 Goodwill and Other Intangible Assets - Additional HTML 69K Information (Detail) 73: R60 Goodwill and Other Intangible Assets - Estimated HTML 46K Amortization Expense (Detail) 74: R61 Property and Equipment - Property and Equipment HTML 66K (Detail) 75: R62 Property and Equipment - Additional Information HTML 39K (Detail) 76: R63 Leases - Additional Information (Detail) HTML 68K 77: R64 Leases - Summary of Expected Future Payments HTML 53K Related to Lease Liabilities (Detail) 78: R65 Leases - Summary of Lease Payments and HTML 35K Supplemental Non-Cash Disclosures (Detail) 79: R66 Leases - Summary of Components of Lease Expense HTML 39K (Detail) 80: R67 Accounts Payable and Accrued Expenses - Accounts HTML 63K Payable and Accrued Expenses (Detail) 81: R68 Long-Term Debt - Long-Term Debt (Detail) HTML 45K 82: R69 Long-Term Debt - Scheduled Maturities of Long-Term HTML 42K Debt (Detail) 83: R70 Long-Term Debt - 2017 Credit Facility - Additional HTML 76K Information (Detail) 84: R71 Fair Value Measurements - Fair Value of Assets and HTML 63K Liabilities Measured on Recurring and Nonrecurring Basis (Detail) 85: R72 Fair Value Measurements - Summary of Changes in HTML 38K Contingent Consideration (Details) 86: R73 Fair Value Measurements (Additional Information) HTML 40K (Details) 87: R74 Income Taxes - Schedule of Components of Income HTML 40K (Loss) before Provision for Income Taxes (Detail) 88: R75 Income Taxes - Provision (Benefit) for Income HTML 56K Taxes (Detail) 89: R76 Income Taxes - Additional Information (Detail) HTML 69K 90: R77 Income Taxes - Schedule of Effective Income Tax HTML 70K Rate (Detail) 91: R78 Income Taxes - Components of Deferred Tax Assets HTML 71K and Liabilities (Detail) 92: R79 Income Taxes - Unrecognized Tax Benefits (Detail) HTML 41K 93: R80 Commitments and Contingencies - Additional HTML 40K Information (Detail) 94: R81 Stockholders' Equity - Additional Information HTML 56K (Detail) 95: R82 Equity Incentive Plans - Additional Information HTML 81K (Detail) 96: R83 Equity Incentive Plans - Summary of Stock Option HTML 63K Activity (Detail) 97: R84 Equity Incentive Plans - Summary of Nonvested HTML 51K Restricted Stock and Restricted Stock Units Activity (Detail) 98: R85 Related-Party Transactions - Additional HTML 50K Information (Detail) 99: R86 Related-Party Transactions - Summary of HTML 55K Related-Party Balances with Univision and Other Related Parties (Detail) 100: R87 Accumulated Other Comprehensive Income (Loss) - HTML 56K Summary of Components of AOCI (Detail) 101: R88 Segment Data - Additional Information (Detail) HTML 45K 102: R89 Segment Data - Separate Financial Data for Each of HTML 121K Company's Operating Segment (Detail) 103: R90 Subsequent Events - Additional Information HTML 44K (Detail) 104: R91 Schedule II - Consolidated Valuation and HTML 40K Qualifying Accounts (Detail) 107: XML IDEA XML File -- Filing Summary XML 202K 105: XML XBRL Instance -- evc-20211231_htm XML 6.21M 106: EXCEL IDEA Workbook of Financial Reports XLSX 161K 10: EX-101.CAL XBRL Calculations -- evc-20211231_cal XML 281K 12: EX-101.DEF XBRL Definitions -- evc-20211231_def XML 1.05M 13: EX-101.LAB XBRL Labels -- evc-20211231_lab XML 2.04M 11: EX-101.PRE XBRL Presentations -- evc-20211231_pre XML 1.54M 9: EX-101.SCH XBRL Schema -- evc-20211231 XSD 271K 108: JSON XBRL Instance as JSON Data -- MetaLinks 593± 911K 109: ZIP XBRL Zipped Folder -- 0000950170-22-003821-xbrl Zip 587K
EX-4.1 |
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
The following description of the capital stock of Entravision Communications Corporation (the “Company”) does not purport to be complete and is subject to detailed provisions of, and is qualified in its entirety by reference to, Entravision’s second amended and restated certificate of incorporation. The second amended and restated certificate of incorporation is an exhibit to this Annual Report on Form 10-K of which this exhibit is a part.
Entravision’s capital stock consists of:
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340,000,000 authorized shares of common stock, $0.0001 par value per share, which consists of |
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260,000,000 shares of Class A common stock, |
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40,000,000 shares of Class B common stock, |
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40,000,000 shares of Class U common stock; and |
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50,000,000 shares of preferred stock, par value $0.0001 per share, 5,865,102 shares of which have been designated as Series A preferred stock and 369,266 shares of which have been designated as Series U preferred stock. |
Common Stock
General. The holders of the Company’s Class A common stock, Class B common stock and Class U common stock have the same rights except with respect to voting, convertibility and transfer. The Class A common stock is traded on The New York Stock Exchange under the trading symbol “EVC”. The Class B common stock and Class U common stock are neither registered with the Securities and Exchange Commission nor are they publicly listed. Walter Ulloa, the Company’s Chairman and Chief Executive Officer, and Paul Zevnik, a director of the Company, are the holders of all of the issued and outstanding Class B common stock. Univision Communications Inc., or Univision, is the holder of all of the issued and outstanding Class C common stock.
Dividends. Subject to the right of the holders of any class of the Company’s preferred stock, holders of shares of the Company’s common stock are entitled to receive dividends that may be declared by Entravision’s board of directors out of legally available funds. No dividend may be declared or paid in cash or property on any share of any class of Entravision’s common stock unless simultaneously the same dividend is declared or paid on each share of that and every other class of its common stock; except with respect to the payment of stock dividends, in which case holders of a specific class of its common stock are entitled to receive only additional shares of that class. The Company may not reclassify, subdivide or combine shares of any class of its common stock without, at the same time, proportionally reclassifying, subdividing or combining shares of the other classes.
Voting Rights. Holders of the Company’s Class A common stock are entitled to one vote per share on all matters to be voted on by stockholders, while holders of Entravision’s Class B common stock are entitled to ten votes per share. Generally, all matters to be voted on by stockholders must be approved by a majority of the votes entitled to be cast by all holders of Entravision’s Class A common stock and Class B common stock present in person or represented by proxy, voting together as a single class, subject to any voting rights granted to holders of any class of its preferred stock.
Holders of the Class U common stock are not entitled to voting rights. However, such holders will still have the right to approve any merger, consolidation or other business combination involving the Company, any dissolution of the Company, any assignment of the Company’s Federal Communications Commission, or FCC, licenses for any of its affiliated television stations, any amendment of the Company’s charter or bylaws to adversely affect the rights of the holders of Class U common stock, and any issuance of any additional shares of Class U common stock. These special voting rights will terminate upon Univision selling below approximately 70% of its ownership level of Entravision’s Class U common stock.
Messrs. Ulloa and Zevnik, as the holders of all of Entravision’s issued and outstanding Class B common stock, have entered into a voting agreement in which each of such individuals has agreed to vote all shares held by him (i) in favor of the election of each of them as directors, (ii) in favor of the election of any other nominee for election as director as directed by Mr. Ulloa, and (iii) any time a matter other than election or removal of directors is submitted to the stockholders of the company, as directed by Mr. Ulloa.
Liquidation Rights. The holders of each class of Entravision’s common stock share equally on a per share basis upon liquidation or dissolution of all of Entravision’s assets available for distribution to common stockholders.
Conversion and Transfer. Shares of the Company’s Class B common stock are convertible into shares of the Company’s Class A common stock on a share-for-share basis at the option of the holder at any time, or automatically:
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upon the transfer of such shares to a person or entity which is not a permitted transferee; |
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upon the death of such holder; |
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when such holder is no longer actively involved in the business of the Company; or |
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if such holder owns less than 30% of his, her or its initial ownership level. |
In general, permitted transferees include Messrs. Ulloa and Zevnik, and any of their respective spouses, legal descendants, adopted children, minor children supported by such holder and controlled entities. In addition, each share of Entravision’s Class B common stock will automatically convert into Class A common stock on a share-for-share basis upon the death of Mr. Ulloa or when Mr. Ulloa ceases to be actively involved in the business of the Company.
Shares of Entravision’s Class U common stock are convertible into shares of Entravision’s Class A common stock on a share-for-share basis automatically upon the transfer of such shares to a person or entity which is not an affiliate of the holder.
Other Rights. The holders of Entravision’s common stock have no preemptive or other subscription rights, and there are no redemption or sinking fund provisions with respect to these shares.
Foreign Ownership
The Company’s certificate of incorporation restricts the ownership of the Company’s capital stock in accordance with the Communications Act of 1934 and the rules of the FCC that may prohibit direct ownership of more than 20% of the Company’s outstanding capital stock, or beneficial ownership of more than 25% of the Company’s capital stock through others, by or for the account of aliens, foreign governments or non-U.S. corporations or corporations otherwise subject to control by those persons or entities. The Company’s certificate of incorporation also prohibits any transfer of the Company’s capital stock which would cause the Company to violate this prohibition. In addition, the Company’s certificate of incorporation authorizes the Company’s board of directors to adopt other provisions that it deems necessary to enforce these prohibitions.