8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 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): July 19, 2010

ENTRAVISION COMMUNICATIONS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-15997	95-4783236
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2425 Olympic Boulevard, Suite 6000 West

Santa Monica, California 90404

(Address of principal executive offices) (Zip Code)

(310) 447-3870

(Registrant’s telephone number, including area code)

N/A

(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 (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On July 19, 2010, Entravision Communications Corporation (the “Company”) issued a press release announcing preliminary estimates of certain financial results for the three-month period ended June 30, 2010. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

The disclosure regarding the Company’s issuance of a press release announcing preliminary estimates of certain financial results for the three-month period ended June 30, 2010 in Item 2.02 above is incorporated herein by reference.

The information included herein, including the press release furnished herewith as Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any filing pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On July 19, 2010, the Company announced that it intends to offer $385 million aggregate principal amount of senior secured first lien notes due 2017 (the “Notes”) in a private offering, subject to market and other customary conditions. The Company intends to use the net proceeds from the offering to, among other things, repay in full outstanding indebtedness under its existing syndicated bank credit facility and for general corporate purposes. The Company also announced that it intends to enter into a new revolving credit facility of up to $50 million concurrently with the closing of the offering of the Notes. A copy of the related press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K.

The press release attached hereto as Exhibit 99.2 shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the Notes, nor shall there be any sale of the Notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. The Notes have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements of the Securities Act and applicable state securities laws. The Notes will be offered inside the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to persons outside the United States in reliance on Regulation S under the Securities Act.

Item 9.01. Financial Statements and Exhibits.

Exhibits
99.1	Press Release issued by Entravision Communications Corporation on July 19, 2010, announcing preliminary estimates of certain financial data for the three-month period ended June 30, 2010.
99.2	Press Release issued by Entravision Communications Corporation on July 19, 2010, announcing intention to offer senior secured first lien notes due 2017 and to enter into a new revolving credit facility.

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.

	ENTRAVISION COMMUNICATIONS CORPORATION
Date: July 19, 2010	By:	/S/    WALTER F. ULLOA
	Name:	Walter F. Ulloa
	Title:	Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

PRESS RELEASE

ENTRAVISION COMMUNICATIONS CORPORATION

ANNOUNCES PRELIMINARY ESTIMATES OF

SECOND QUARTER RESULTS

SANTA MONICA, CALIFORNIA – July 19, 2010 – Entravision Communications Corporation (NYSE: EVC) (the “Company”) announced today certain preliminary financial results for the three-month period ended June 30, 2010.

Preliminary Estimates of Second Quarter 2010 Financial Data

The Company has announced preliminary estimates of certain financial results for the three-month period ended June 30, 2010, as set forth below. These preliminary estimates constitute “forward-looking statements.” Please see below regarding statements that are forward-looking.

The following table sets forth a range of preliminary estimates for the Company’s net revenue, operating expenses and corporate expenses for the three-month period ended June 30, 2010 (unaudited; dollars in thousands):

	Three-Month Period Ended June 30,
	2010 Estimated  Range		2009		% Change  per Estimated Range
Net revenue	$	53,300 to $53,500	$	48,696	9	%	10	%
Operating expenses (1)	$	31,000 to $31,200	$	29,646	5	%	5	%
Corporate expenses (2)		$3,400 to $3,500		$3,378	1	%	4	%

(1) Operating expenses include direct operating, selling, general and administrative expenses. Included in operating expenses are $0.2 million and $0.4 million of non-cash stock-based compensation for the three-month periods ended June 30, 2010 and 2009, respectively. Included in operating expenses are $0.3 million and $0.6 million of non-cash syndication amortization for the three-month periods ended June 30, 2010 and 2009, respectively. The Company made $0.7 million of syndication payments for each of the three-month periods ended June 30, 2010 and 2009. Operating expenses do not include corporate expenses, depreciation and amortization, impairment charge, gain (loss) on sale of assets and gain (loss) on debt extinguishment.

(2) Corporate expenses include $0.3 million and $0.4 million of non-cash stock-based compensation for the three-month periods ended June 30, 2010 and 2009, respectively.

About Entravision

Entravision Communications Corporation is a diversified Spanish-language media company utilizing a combination of television and radio operations to reach Hispanic consumers across the United States, as well as the border markets of Mexico. Entravision is the largest affiliate group of both the top-ranked Univision television network and Univision’s TeleFutura network, with television stations in 20 of the nation’s top 50 Hispanic markets. The Company also operates one of the nation’s largest groups of primarily Spanish-language radio stations, consisting of 48 owned and operated radio stations. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.

Forward-Looking Statements

This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors. The forward-looking statements contained in this press release include statements related to the Company’s preliminary estimates of certain financial data for the three-month period ended June 30, 2010. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations. Factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements include, among others, those factors listed under: (i) the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2010, as filed with the Securities and Exchange Commission (“SEC”) on May 7, 2010; and (ii) the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the SEC on March 31, 2010. The Company disclaims any duty to update any forward-looking statements made by the Company, including, without limitation, any estimates regarding revenues or other operating results, whether as a result of the receipt of new information, future events or otherwise.

# # #

For more information, please contact:

Christopher T. Young	Mike Smargiassi/Joe LoBello
Chief Financial Officer	Brainerd Communicators, Inc.
Entravision Communications Corporation	212-986-6667
310-447-3870

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EX-99.2

Exhibit 99.2

PRESS RELEASE

ENTRAVISION COMMUNICATIONS CORPORATION ANNOUNCES

OFFERING OF SENIOR SECURED FIRST LIEN NOTES DUE 2017

SANTA MONICA, CALIFORNIA – July 19, 2010 – Entravision Communications Corporation (NYSE: EVC) (the “Company”) announced today that it intends to offer $385 million aggregate principal amount of senior secured first lien notes due 2017 (the “Notes”) and to enter into a new revolving credit facility of up to $50 million.

The Note Offering and New Revolving Credit Facility

The Notes will be offered in a private offering, subject to market and other customary conditions. The offering is expected to close on or about July 27, 2010, subject to customary closing conditions. The Company intends to use the net proceeds from the offering to, among other things, repay in full outstanding indebtedness under its existing syndicated bank credit facility and for general corporate purposes. Concurrently with the closing of the offering, the Company also intends to enter into a new revolving credit facility of up to $50 million.

The Company and all of its existing and future wholly-owned domestic subsidiaries will guarantee the Notes and the new revolving credit facility on a senior secured basis. The Notes and the new revolving credit facility will be secured on a first priority basis by the Company’s and the guarantors’ assets, subject to certain exceptions, certain permitted liens and the provisions of an intercreditor agreement relating to distributions of proceeds.

This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities described herein, nor shall there by any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state. The securities to be offered have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws. The securities will be offered inside the United States only to qualified institutional buyers in reliance on Rule 144A under the Securities Act and to persons outside the United States in reliance on Regulation S under the Securities Act. This notice is being issued pursuant to Rule 135c under the Securities Act.

About Entravision

Entravision Communications Corporation is a diversified Spanish-language media company utilizing a combination of television and radio operations to reach Hispanic consumers across the United States, as well as the border markets of Mexico. Entravision is the largest affiliate group of both the top-ranked Univision television network and Univision’s TeleFutura network, with television stations in 20 of the nation’s top 50 Hispanic markets. The Company also operates one of the nation’s largest groups of primarily Spanish-language radio stations, consisting of 48 owned and operated radio stations. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.

Forward-Looking Statements

This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors. The forward-looking statements contained in this press release include statements related to the offering of the Notes, including the contemplated size of such offering and any possible completion of such offering. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations. Factors that may cause the Company’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements include, among others, those factors listed under: (i) the caption “Risk Factors” in the Company’s Quarterly Report on Form 10-Q for the three-month period ended March 31, 2010, as filed with the Securities and Exchange Commission (“SEC”) on May 7, 2010; and (ii) the caption “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the SEC on March 31, 2010. The Company disclaims any duty to update any forward-looking statements made by the Company, whether as a result of the receipt of new information, future events or otherwise.

# # #

For more information, please contact:

Christopher T. Young	Mike Smargiassi/Joe LoBello
Chief Financial Officer	Brainerd Communicators, Inc.
Entravision Communications Corporation	212-986-6667
310-447-3870

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