UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 3 or 15(d) of the Securities Exchange Act of 1934
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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
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 July 1, 2021, Entravision Digital Holdings, LLC (the “Acquiror”), a wholly-owned subsidiary of Entravision Communications Corporation (the “Company”), completed its previously announced acquisition (the “Acquisition”) of MediaDonuts Pte. Ltd. (the “Target”), a company engaged in the sale and marketing of digital advertising in Southeast Asia, pursuant to a Securities Purchase Agreement (the “Acquisition Agreement”) entered into on June 4, 2021 among the Acquiror, the Company, the Target, and the selling shareholders of the Target (the “Sellers”).
Upon the terms and subject to the conditions set forth in the Acquisition Agreement, the Acquiror acquired 100% of the issued and outstanding shares of the Target for a total purchase price of approximately $15.1 million in cash, which amount was adjusted at closing to approximately $17.1 million (and may be further adjusted post-closing) pursuant to the terms of the Acquisition Agreement due to customary purchase price adjustments for cash, indebtedness and working capital. The Acquisition Agreement also contains representations, warranties, covenants, and indemnities of the parties thereto.
In connection with the closing of the Acquisition, on July 1, 2021 the Acquiror, the Company and the Sellers entered into an Earn-Out Agreement (the “Earn-Out Agreement”). Subject to the terms of the Earn-Out Agreement, the Sellers have the right to the following “Earn-Out Payments”:
• in April 2023, in the event the Target achieves certain EBITDA targets in calendar years 2021 and 2022, the Acquiror pays the Sellers an amount up to approximately $7.4 million; and
• in April 2025, in the event the Target achieves certain year-over-year EBITDA growth targets in calendar years 2023 and 2024, the Acquiror pays the Sellers an amount based on a pre-determined multiple of EBITDA for each of those years.
Additionally, subject to the terms of the Earn-Out Agreement, the Sellers may elect to accelerate their Earn-Out Payments upon the occurrence of certain events, including the dismissal of Pieter-Jan de Kroon as chief executive of the Target without cause (as defined in his employment agreement), the sale of the Target, or the acquisition by the Company of an entity that markets or sells digital advertising on certain third party publisher digital platforms that are suppliers of the Target as of the closing of the Acquisition in markets where the Target operates as of the closing of the Acquisition.
The foregoing description of the Acquisition Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to the full text of the Acquisition Agreement that was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2021, and is incorporated herein by reference. The foregoing summary of the Earn-Out 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 are attached hereto as Exhibit 10.1, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 6, 2021, the Company issued a press release relating to the Acquisition. A copy of the press release is furnished as Exhibit 99.1 to this report and incorporated herein by reference.
The information provided in Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any future registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 |
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99.1 |
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104 |
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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.
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ENTRAVISION COMMUNICATIONS CORPORATION |
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Date: |
July 6, 2021 |
By: |
/s/ Walter F. Ulloa |
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Walter F. Ulloa |
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