0001011438-20-000214.txt : 20201203 0001011438-20-000214.hdr.sgml : 20201203 20201203170851 ACCESSION NUMBER: 0001011438-20-000214 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201203 DATE AS OF CHANGE: 20201203 GROUP MEMBERS: AG PARTNERS, L.P. GROUP MEMBERS: JAMG LLC GROUP MEMBERS: MICHAEL L. GORDON SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENTRAVISION COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001109116 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 954783236 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59459 FILM NUMBER: 201367638 BUSINESS ADDRESS: STREET 1: 2425 OLYMPIC BLVD STREET 2: STE 6000 WEST CITY: SANTA MONICA STATE: CA ZIP: 90404 BUSINESS PHONE: 3104473870 MAIL ADDRESS: STREET 1: 2425 OLYMPIC BLVD STREET 2: STE 6000 WEST CITY: SANTA MONICA STATE: CA ZIP: 90404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ANGELO GORDON & CO., L.P. CENTRAL INDEX KEY: 0000860662 IRS NUMBER: 133478879 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 BUSINESS PHONE: 212.692.2010 MAIL ADDRESS: STREET 1: 245 PARK AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10167 FORMER COMPANY: FORMER CONFORMED NAME: ANGELO GORDON & CO LP/NY DATE OF NAME CHANGE: 19990402 SC 13D/A 1 form_sc13da-entravision.htm

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 ______________________________________

SCHEDULE 13D
(Rule 13d-101)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)*
  ______________________________________
Entravision Communications Corporation
(Name of Issuer)
Class A Common Stock, $0.0001 par value
(Title of Class of Securities)
29382R107
(CUSIP NUMBER)
Christopher D. Moore
Angelo, Gordon & Co, L.P.
245 Park Avenue, 26th Floor
New York, NY 10167
Tel. No.: (212) 692-2009

COPIES TO:

Jason Daniel
Akin Gump Strauss Hauer & Feld LLP
2300 N. Field Street
Suite 1800
Dallas, TX 75201
(214) 969-4209
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 1, 2020
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box  ◻
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
 
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.



 
CUSIP No. 29383R107
 
13D
 
 
 
             
  1 
 
NAME OF REPORTING PERSONS
 
Angelo, Gordon & Co., L.P.
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ◻        (b)  [] 
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS*
 
AF
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
4,825,216
  
  8
  
SHARED VOTING POWER
 
0
  
  9
  
SOLE DISPOSITIVE POWER
 
4,825,216
  
10
  
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,825,216
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.05%*
14
 
TYPE OF REPORTING PERSON*
 
IA, PN
 
  * Based on 59,905,386 shares of Common Stock of the Issuer outstanding as of November 2, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 6, 2020.



CUSIP No. 29383R107
 
13D
 
 
 
             
  1 
 
NAME OF REPORTING PERSONS
 
AG Partners, L.P.
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ◻        (b)  [] 
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS*
 
AF
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
4,825,216
  
  8
  
SHARED VOTING POWER
 
0
  
  9
  
SOLE DISPOSITIVE POWER
 
4,825,216
  
10
  
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,825,216
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.05%*
14
 
TYPE OF REPORTING PERSON*
 
PN

  * Based on 59,905,386 shares of Common Stock of the Issuer outstanding as of November 2, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 6, 2020.




CUSIP No. 29383R107
 
13D
 
 
 
             
  1 
 
NAME OF REPORTING PERSONS
 
JAMG LLC
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ◻        (b)  [] 
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS*
 
AF
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
4,825,216
  
  8
  
SHARED VOTING POWER
 
0
  
  9
  
SOLE DISPOSITIVE POWER
 
4,825,216
  
10
  
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,825,216
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.05%*
14
 
TYPE OF REPORTING PERSON*
 
OO

  * Based on 59,905,386 shares of Common Stock of the Issuer outstanding as of November 2, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 6, 2020.



 
CUSIP No. 29383R107
 
13D
 
 
 
             
  1 
 
NAME OF REPORTING PERSONS
 
Michael L. Gordon
  2
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)  ◻        (b)  [] 
 
  3
 
SEC USE ONLY
 
  4
 
SOURCE OF FUNDS*
 
AF
  5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
 
  6
 
CITIZENSHIP OR PLACE OF ORGANIZATION
 
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
 
  
  7 
  
SOLE VOTING POWER
 
4,825,216
  
  8
  
SHARED VOTING POWER
 
0
  
  9
  
SOLE DISPOSITIVE POWER
 
4,825,216
  
10
  
SHARED DISPOSITIVE POWER
 
0
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
4,825,216
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
 
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
8.05%*
14
 
TYPE OF REPORTING PERSON*
 
IN, HC
 
  * Based on 59,905,386 shares of Common Stock of the Issuer outstanding as of November 2, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 6, 2020.
 
       
 


AMENDMENT NO. 5 TO SCHEDULE 13D
 
This Amendment No. 5 to Schedule 13D amends and supplements the Schedule 13D filed by (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), (ii) AG Partners, L.P., a Delaware limited partnership (“AG Partners), (iii) JAMG LLC, a Delaware limited liability company (“JAMG”) and (iv) Michael L. Gordon (collectively with Angelo Gordon, AG Partners and JAMG, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) on September 9, 2019, as amended by the Amendment No. 1 to Schedule 13D (the “Amendment No. 1”), filed May 12, 2020 and Amendment No. 2 to Schedule 13D (the “Amendment No. 2”), filed May 15, 2020, Amendment No. 3 to Schedule 13D (the “Amendment No. 3”), filed October 5, 2020 and Amendment No. 4 to Schedule 13D (the “Amendment No. 4”), filed October 16, 2020 (the “Schedule 13D”).

This Amendment No. 5 amends and supplements the Schedule 13D as specifically set forth herein.
All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 5.
Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated to read as follows:
(a) - (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herein by reference.  Such information is based on 59,905,386 shares of Common Stock outstanding as of November 2, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 6, 2020.
Angelo Gordon, in its capacity as investment manager to the Accounts, has sole power to vote 4,825,216 shares of Common Stock and the power to dispose of 4,825,216 shares of Common Stock held in the Accounts. As the sole general partner of Angelo Gordon, AG Partners may be deemed to have the sole power to vote 4,825,216 shares of Common Stock and the power to dispose of 4,825,216 shares of Common Stock held in the Accounts. As the general partner of AG Partners, JAMG may be deemed to have the sole power to vote 4,825,216 shares of Common Stock and the power to dispose of 4,825,216 shares of Common Stock held in the Accounts.  As the managing member of JAMG and the chief executive officer of Angelo Gordon, Michael L. Gordon may be deemed to have sole power to vote 4,825,216 shares of Common Stock and the power to dispose of 4,825,216 shares of Common Stock held in the Accounts.
(c) Transactions in the shares of Common Stock by the Reporting Persons in the past sixty days are listed in Annex A attached hereto, which is incorporated herein by reference.
(d) Not Applicable.
(e) Not Applicable.

Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is supplemented as follows:
The Accounts have established a position in cash-settled equity swaps which in the aggregate represent economic exposure comparable to a notional interest in 2,552,023 shares of Common Stock (representing economic exposure comparable to approximately 4.26% of the outstanding shares of Common Stock). Under the terms of the swaps, (i) the Accounts will be obligated to pay to the counterparty any negative price performance of the specified notional number of shares of Common Stock subject to the swaps as of the expiration date of such swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay the Accounts any positive price performance of the specified notional number of shares of Common Stock subject to the swaps as of the expiration date of the swaps. All balances will be settled in cash. The Reporting Persons’ counterparty is Credit Suisse. The Reporting Persons may enter into additional swaps for additional securities of the Issuer depending on market conditions. The swaps do not give the Reporting Persons or the Accounts direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares of Common Stock that may be referenced in the swap contracts or shares of Common Stock or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.
 


Signature
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: December 3, 2020
ANGELO, GORDON & CO., L.P.
   
 
By:       AG Partners, L.P
 
Its General Partner
   
 
By:       JAMG LLC
 
Its General Partner
   
 
By:       MICHAEL L. GORDON
 
Its Managing Member
   
 
By:        /s/ Kirk Wickman
 
Kirk Wickman
 
Attorney-in-Fact



 
AG PARTNERS, L.P
   
 
By:       JAMG LLC
 
Its General Partner
   
 
By:       MICHAEL L. GORDON
 
Its Managing Member
   
 
By:        /s/ Kirk Wickman
 
Kirk Wickman
 
Attorney-in-Fact



 
JAMG LLC
   
 
By:       MICHAEL L. GORDON
 
Its Managing Member
   
 
By:        /s/ Kirk Wickman
 
Kirk Wickman
 
Attorney-in-Fact




MICHAEL L. GORDON
   
 
By:        /s/ Kirk Wickman
 
Kirk Wickman
 
Attorney-in-Fact
   


 


Annex A
The following table sets forth all transactions by the Reporting Persons (on behalf of the Accounts) with respect to shares of Common Stock effected over the past sixty days, inclusive of any transactions effected through 9:00 a.m., New York City time, on December 3, 2020. Except as otherwise noted below, all such transactions were purchases of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.
 
                 
Trade Date
  
Amount Purchased/(Sold)
 
 
Price
 
10/20/2020
   
(10,920)
     
2.05
  (1)
10/29/2020
   
(35,000)
     
1.81
  (2)
11/03/2020
   
(48,003)
     
1.86
  (3)
11/05/2020
   
(39,336)
     
2.00
  (4)
11/09/2020
   
(50,000)
     
2.24
  (5)
11/10/2020
   
(37,457)
     
2.36
  (6)
11/11/2020
   
(44,230)
     
2.45
  (7)
11/18/2020
   
(38,382)
     
2.93
  (8)
11/24/2020
   
(158,840)
     
2.95
  (9)
11/25/2020
   
(4,900)
     
2.94
  (10)
11/30/2020
   
(16,500)
     
3.01
  (11)
12/01/2020
   
(172,424)
     
2.95
  (12)
12/02/2020
   
(430,285)
     
2.98
  (13)
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 
                 

(1) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.95 to $2.06, inclusive. The reporting persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), (5), (6), (7), (8), (9), (10), (11), (12) and (13).
(2) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.71 to $1.88, inclusive.
(3) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.80 to $1.88, inclusive.
(4) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.90 to $2.01, inclusive.


(5) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.01 to $2.29, inclusive.
(6) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.12 to $2.38, inclusive.
(7) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.35 to $2.46, inclusive.
(8) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.88 to $2.96, inclusive.
(9) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.87 to $2.97, inclusive.
(10) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.83 to $2.95, inclusive.
(11) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.85 to $3.03, inclusive.
(12) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.84 to 2.98, inclusive.
(13) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.90 to $3.05, inclusive.