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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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.
Restated Credit Facilities
On March 17, 2023 (the “Closing Date”), Entravision Communications Corporation (the “Company”) entered into an amendment and restatement of its credit facilities (the “Restated Credit Facilities”) pursuant to an Amendment and Restatement Agreement (the “Restated Credit Agreement”), by and among the Company, Bank of America, N.A., as Administrative Agent (the “Agent”), and the other financial institutions party thereto as Lenders (collectively, the “Lenders” and individually each a “Lender”).
The Restated Credit Facilities described in the Restated Credit Agreement consists of a $200,000,000 senior secured Term A Facility, which was drawn in full on the Closing Date, and a $75,000,000 Revolving Credit Facility. In addition, the Restated Credit Agreement provides that the Company may increase the aggregate principal amount of the Restated Credit Facilities by an additional amount equal to $100,000,000 plus the amount that would result in the Company’s first lien net leverage ratio (as such term is used in the Restated Credit Agreement) not exceeding 2.25 to 1.0, subject to the Company satisfying certain conditions.
Borrowings under the Restated Credit Facilities were used on the Closing Date (a) to repay in full all of the outstanding obligations of the Company and its subsidiaries under the credit agreement dated as of November 30, 2017, among the Company, the Agent, and the lenders and the other parties thereto, (b) to pay fees and expenses in connection the Restated Credit Facilities, and (c) for general corporate purposes of the Company.
The Restated Credit Facilities are guaranteed on a senior secured basis by certain of the Company’s existing and future wholly-owned domestic subsidiaries, and secured on a first priority basis by the Company’s and those subsidiaries’ assets.
The Company’s borrowings under the Restated Credit Facilities will bear interest on the outstanding principal amount thereof from the date when made at a rate per annum equal to either: (i) the Term SOFR (as defined in the Restated Credit Agreement) plus a margin between 2.50% and 3.00%, depending on the Total Net Leverage Ratio or (ii) the Base Rate (as defined in the Restated Credit Agreement) plus a margin between 1.50% and 2.00%, depending on the Total Net Leverage Ratio. The Restated Credit Facilities mature on March 17, 2028 (the “Maturity Date”).
The amounts outstanding under the Restated Credit Facilities may be prepaid at the option of the Company without premium or penalty, provided that certain limitations are observed, and subject to customary breakage fees in connection with the prepayment of a Term SOFR loan. The principal amount of the Term A Facility shall be paid in installments on the dates and in the respective amounts set forth in the Restated Credit Agreement, with the final balance due on the Maturity Date.
Subject to certain exceptions, the Restated Credit Agreement contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things:
The Restated Credit Agreement also provides for certain customary events of default.
The foregoing summary of, and the description of the revisions to, the Restated Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Restated Credit Agreement, a copy of which is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth under Item 1.01 above relating to the Restated Credit Facilities is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 16, 2023, in connection with the new Securities and Exchange Commission rules and changes to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), regarding universal proxy cards, certain recent changes to the Delaware General Corporation Law (the “DGCL”), and a periodic review of corporate governance matters, the Board of Directors (the “Board”) of the Company adopted the Sixth Amended and Restated Bylaws of the Company (the “Amended and Restated Bylaws”), effective immediately.
The Amended and Restated Bylaws, among other things:
The foregoing summary of, and the description of the revisions to, the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, a copy of which is filed hereto as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 8.01 Other Events.
On March 20, 2023, the Company issued a press release announcing its entry into the Restated Credit Facilities. A copy of that press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
3.1 Sixth Amended and Restated Bylaws of Entravision Communications Corporation.
99.1 Press Release issued by Entravision Communications Corporation on March 20, 2023.
104 Cover Page Interactive Data 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 hereunto duly authorized.
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Entravision Communications Corporation |
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Date: |
March 20, 2023 |
By: |
/s/ Christopher T. Young |
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Christopher T. Young |