|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/16/22 Entravision Communications Corp. 8-K:1,9 9/13/22 11:279K Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 55K 2: EX-10.1 Material Contract HTML 103K 6: R1 Document And Entity Information HTML 47K 9: XML IDEA XML File -- Filing Summary XML 12K 7: XML XBRL Instance -- evc-20220913_htm XML 16K 8: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.LAB XBRL Labels -- evc-20220913_lab XML 42K 3: EX-101.PRE XBRL Presentations -- evc-20220913_pre XML 32K 4: EX-101.SCH XBRL Schema -- evc-20220913 XSD 11K 10: JSON XBRL Instance as JSON Data -- MetaLinks 11± 18K 11: ZIP XBRL Zipped Folder -- 0000950170-22-018610-xbrl Zip 24K
| 8-K |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM i 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): i September 13, 2022 |
ENTRAVISION COMMUNICATIONS CORPORATION
(Exact name of Registrant as Specified in Its Charter)
i Delaware |
i 95-4783236 |
|||
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
i 2425 Olympic Boulevard i Suite 6000 West |
|
|||
i Santa Monica, i California |
|
i 90404 |
||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: i 310 i 447-3870 |
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
i Class A Common Stock |
|
i EVC |
|
i The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company i ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 13, 2022, Entravision Digital Holdings, LLC (the “Acquiror”), a wholly-owned subsidiary of Entravision Communications Corporation (the “Company”) entered into a letter agreement (the "Letter Agreement") with Sorin Properties, S.L. ("Sorin") and the Company, effective as of September 13, 2022 (the "Effective Date") regarding that Share Purchase Agreement, dated as of August 25, 2021 (as amended, the "Acquisition Agreement"), among the Acquiror, the Company, Redmas Ventures, S.L. (the "Target"), and the selling parties thereto (the "Sellers"), including Sorin. Under the original Acquisition Agreement, the Acquiror acquired the remaining 49% of the issued and outstanding shares of the Target in return for future earn-out payments to be made to the Sellers.
The Letter Agreement provides, in material part, that the Acquiror pay Sorin $21,734,358 in the aggregate, on or around the Effective Date. As consideration in part, the Letter Agreement terminates certain rights granted to Sorin under the Acquisition Agreement, including the right to appoint a member of the board of directors of the Target and other governance rights. The Letter Agreement also terminates the right for Sorin to receive any future earn-out payments other than the following payments, subject to adjustment as set forth in the Letter Agreement:
• by April 2023, an amount equal to: (i) 49% of the 2022 EBITDA of Target, multiplied by 4, multiplied by Sorin's ownership percentage of the Sellers' portion of the Target as of the date of the Acquisition Agreement (75.04%), less $21,734,358 (which total amount shall not be less than $0); plus (ii) an amount equal to $3,752,000; and
• by April 2024, (i) in the event 2023 EBITDA of the Target is equal to or less than 2022 EBITDA, an amount equal to $3,752,000, or (ii) in the event 2023 EBITDA of the Target is greater than 2022 EBITDA, an amount equal to (a) the difference between the 2023 EBITDA and 2022 EBITDA, multiplied by 49%, multiplied by 2, multiplied by Sorin's ownership percentage of the Sellers' portion of the Target as of the date of the Acquisition Agreement (75.04%) (which total amount shall not be less than $0); plus (b) an amount equal to $3,752,000.
All other provisions of the Acquisition Agreement remain in full force and effect unless expressly amended or modified by the Letter Agreement. The foregoing summary of the Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of such agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
104 Cover Page Interactive Date File (embedded within the Inline XBRL document).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
Entravision Communications Corporation |
|
|
|
|
Date: |
By: |
/s/ Walter F. Ulloa |
|
|
|
|
Walter F. Ulloa, Chairman and Chief Executive Officer |
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/16/22 | |||
| For Period end: | 9/13/22 | |||
| 8/25/21 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/24 Entravision Communications Corp. 10-K 12/31/23 115:19M Donnelley … Solutions/FA 3/16/23 Entravision Communications Corp. 10-K 12/31/22 120:27M Donnelley … Solutions/FA |