UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
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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 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.
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Entravision Communications Corporation |
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Date: |
September 16, 2022 |
By: |
/s/ Walter F. Ulloa |
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Walter F. Ulloa, Chairman and Chief Executive Officer |
Exhibit 10.1
September 13, 2022
Sorin Properties, S.L.
Calle Alfonso XII, 26, bajo,
Madrid, 28014, Spain
Re: Accelerated Payments
Ladies and Gentlemen:
This Letter Agreement (this “Letter Agreement”) is being entered into by and between Entravision Digital Holdings, LLC, a Delaware limited liability company (the “Buyer”), Sorin Properties, S.L., a company incorporated under the Laws of the Netherlands Antilles (“Sorin Properties”) and Entravision Communications Corporation, a Delaware corporation (the “Guarantor”). This Letter Agreement is entered into with reference to (a) that certain Share Purchase Agreement (the “2021 Purchase Agreement”), dated as of August 25, 2021, by and among Buyer, Mr. Carlos Córdoba, Mr. Germán Herebia, Mr. Rodrigo Marcos, Mr. Lucas Morea (each, an “Individual Seller” and collectively, the “Individual Sellers”), Sorin Properties (together with the Individual Sellers, the “Sellers”) and Guarantor and (b) that certain Amendment No. 1 to Share Purchase Agreement, dated as of December 31, 2021, by and among the Buyer, the Individual Sellers, Sorin Properties and Guarantor (“Amendment No. 1”). The 2021 Purchase Agreement and Amendment No. 1 shall collectively be referred to as the “Purchase Agreement”. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Purchase Agreement.
Prior to entering into the 2021 Purchase Agreement, Buyer, the Individual Sellers and Sorin Properties had entered into that certain Share Purchase Agreement, dated as of October 13, 2020 (the “2020 SPA”), pursuant to which Buyer acquired 51% of all issued and outstanding shares of capital stock in Redmas Ventures, S.L., a company validly incorporated and existing under the Laws of Spain (the “Company”). Pursuant to the terms of the 2021 Purchase Agreement, the Buyer acquired the remaining 49% of the issued and outstanding shares of the Company in return for (i) an obligation on the part of the Buyer to make certain future Earn-Out Payments and Dividend Payments; and (ii) certain rights with respect to the operation of the Company.
In connection with the separation of the Individual Sellers from the Group Companies, the Buyer, Individual Sellers, Sorin and Guarantor entered into Amendment No. 1 pursuant to which (a) the Individual Sellers were provided with an accelerated Earn-Out Payment and (b) certain rights granted to the Individual Sellers were terminated.
The Buyer, the Guarantor and Sorin Properties (collectively referred to herein as “Parties”, and each of them individually as a “Party”) have reached an agreement on the separation of Sorin Properties from the Group Companies and are entering into this letter agreement in order to evidence and reflect the terms of such separation.
Now, Therefore, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
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i. Past Practice. For the purposes of this Letter Agreement, 2022 EBITDA and 2023 EBITDA shall be calculated in accordance with past accounting practices and prior EBITDA calculations pursuant to the Purchase Agreement.
ii. Termination of Business Units in 2022. Without limiting anything herein, in the event any of the Group Companies terminates a business unit prior to December 31, 2022 (e.g., Audio.Ad, Justmob, Adex, etc.) (a “Business Unit”) then the expense of severance compensation paid or to be paid to employees whose employment was terminated by a Group Company in connection with the termination of such Business Unit, as well as any other expenses that may arise in connection with the termination of such Business Unit (e.g. legal expenses, professional services fees, etc.), will be excluded from the calculation of Expenses in connection with the calculation of 2022 EBITDA or, to the extent such expenses are actually paid in 2023, 2023 EBITDA.
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iii. Acquisition of a New Business in 2022 or 2023. Without limiting anything herein, in the event that a Group Company, directly or indirectly: (a) commences operations in a country in which the Business does not operate as of August 31, 2022, or (b) starts a new business, or otherwise acquires the stock or assets of a company or business after August 31, 2022 (in either case, a “New Business”), then Net Revenue and Expenses directly related to such New Business will be excluded from the calculation of, as applicable, 2022 EBITDA or 2023 EBITDA.
iv. Divestiture of a Business Unit in 2022 or 2023. Without limiting anything herein, in the event of a sale of: (i) the Company, (ii) substantially all of the assets of the Company, (iii) a Group Company, or (iv) a Business Unit prior to December 31, 2023 (a “Divested Business”), then the calculation of 2022 EBITDA or 2023 EBITDA, as applicable, will include the Divested Business EBITDA. The term “Divested Business EBITDA” means (i) the EBITDA of the Divested Business for the most recently completed twelve months immediately prior to the closing of the sale of the Divested Business (the “Divested Business Closing”), divided by (ii) 365, multiplied by (iii) one of the following, as applicable: (A) in the case of 2022 EBITDA, the number of days from the Divested Business Closing until December 31, 2022 and (B) in the case of 2023 EBITDA, the number of days (not to exceed 365) from the Divested Business Closing until December 31, 2023.
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Each of the Guarantor, the Buyer and the Group Companies hereby waives, acquits, forever discharges and releases, effective as of the date hereof, on behalf of itself and each of its respective past, present and future Affiliates, all of the stockholders, partners and members of each such Affiliate, and each of their respective successors and assigns (collectively, the “Buyer Releasing Parties”), to the fullest extent permitted by law, any and all actions, causes of action, damages, judgments, liabilities, and rights against Sorin and any of its stockholders, partners, equityholders, directors, members, managers, officers, agents, employees, consultants, counsel, accountants and other representatives, and any of their respective Affiliates, whether absolute or contingent, liquidated or unliquidated, known or unknown, determined, determinable or otherwise, that Guarantor, the Buyer, the Group Companies or any of the Buyer Releasing Parties has ever had or may now or hereafter have relating to Sorin or its respective businesses with respect to any matter, cause or event occurring contemporaneously with or prior to the date hereof, whether in law or in equity, in contract, in tort or otherwise, in any capacity (a “Claim”); provided, the foregoing shall not apply to any Claim relating to or in connection with: (a) the Sellers’ indemnification obligations under the Purchase Agreement or the 2020 SPA (i.e., with respect to Fundamental Representations), (b) the Non-Competition Agreement entered into October 13, 2020 by and between the Guarantor, the Buyer and Sorin Properties, or (c) any rights or claims of the Guarantor or Buyer set forth in this Letter Agreement.
For clarification purposes, nothing on this Article 8 shall affect to the payment obligations of the Buyer set forth in this Letter Agreement or any other rights or claims of Sorin Properties set forth in this Letter Agreement.
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[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have caused this Letter Agreement to be executed and delivered in three (3) counterparts and to one effect, as of the day and year first above written.
BUYER:
ENTRAVISION DIGITAL HOLDINGS, LLC
By: /s/ Christopher T. Young
Name: Christopher T. Young
Title: Chief Financial Officer of Entravision Communications Corporation, its sole member
SORIN PROPERTIES:
Sorin Properties, S.L. Unipersonal
By: /s/ Ariel Prat
Name: Ariel Prat
Title: Administrator
GUARANTOR:
Entravision Communications Corporation
By: /s/ Christopher T. Young
Name: Christopher T. Young
Title: Chief Financial Officer
Document And Entity Information |
Sep. 13, 2022 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Sep. 13, 2022 |
Entity Registrant Name | ENTRAVISION COMMUNICATIONS CORP |
Entity Central Index Key | 0001109116 |
Entity Emerging Growth Company | false |
Securities Act File Number | 001-15997 |
Entity Incorporation, State or Country Code | DE |
Entity Tax Identification Number | 95-4783236 |
Entity Address, Address Line One | 2425 Olympic Boulevard |
Entity Address, Address Line Two | Suite 6000 West |
Entity Address, City or Town | Santa Monica |
Entity Address, State or Province | CA |
Entity Address, Postal Zip Code | 90404 |
City Area Code | 310 |
Local Phone Number | 447-3870 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Class A Common Stock |
Trading Symbol | EVC |
Security Exchange Name | NYSE |
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