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): November 29, 2012

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 8.01 Other Events.

On November 30, 2012, Entravision Communications Corporation (the “Company”) announced that, pursuant to the authorization of the Company’s Board of Directors, on November 29, 2012, the Company gave notice to Wells Fargo Bank, N.A., the Trustee under the Indenture, dated July 27, 2010 (the “Indenture”), governing the Company’s 8.750% Senior Secured First Lien Notes (the “Notes”) due 2017, of its intention to redeem a portion of the remaining Notes outstanding on December 31, 2012 (the “Redemption Date”), in an aggregate principal amount of $40 million, pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes will be 103% of the principal amount plus all accrued and unpaid interest and Additional Interest (if applicable pursuant to the terms of the Indenture) thereon to the Redemption Date.

Following this redemption, approximately $324 million in principal amount of the Notes will remain outstanding.

A copy of the press release announcing the redemption is attached as Exhibit 99.1 to this Form 8-K.

The press release attached hereto as Exhibit 99.1 shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the Notes described therein.

Forward-Looking Statements

This report contains statements that we believe to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than historical facts, including, without limitation, statements regarding the redemption of certain Notes on December 31, 2012, are forward-looking statements. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in, or implied by, such statements. These risks and uncertainties include, but are not limited to, impacts of the global recession and tight credit markets; and other risks described under the caption “Risk Factors” in our Annual Report on Form 10-K for the period ended December 31, 2011. The Company assumes no obligation, and disclaims any duty, to update the forward-looking statements in this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

99.1 Press release issued by Entravision Communications Corporation on November 30, 2012.

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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: November 30, 2012	By:	/s/ Walter F. Ulloa
		Walter F. Ulloa
		Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press release issued by Entravision Communications Corporation on November 30, 2012.

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EX-99.1

Exhibit 99.1

Entravision Communications Corporation Announces

Partial Redemption of its 8.750% Senior Secured Notes and $0.12 per Share Special Cash Dividend to Shareholders

SANTA MONICA, CA – November 30, 2012 – Entravision Communications Corporation (NYSE: EVC) today announced that, pursuant to the authorization of the Company’s Board of Directors, on November 29, 2012, the Company gave notice to Wells Fargo Bank, N.A., the Trustee under the Indenture, dated July 27, 2010 (the “Indenture”), governing the Company’s 8.750% Senior Secured First Lien Notes (the “Notes”) due 2017, of its intention to redeem a portion of the remaining Notes outstanding on December 31, 2012 (the “Redemption Date”), in an aggregate principal amount of $40 million, pursuant to the optional redemption provisions in the Indenture. The redemption price for the redeemed Notes will be 103% of the principal amount plus all accrued and unpaid interest and Additional Interest (if applicable pursuant to the terms of the Indenture) thereon to the Redemption Date. The company currently anticipates funding the redemption by using a combination of $20 million in cash on hand and $20 million in proceeds from a senior bank facility.

Following this redemption, approximately $324 million in principal amount of the Notes will remain outstanding. Additional information concerning the terms and conditions of the redemption will be fully described in the notice distributed to registered holders of the Notes as required pursuant to the terms of the Indenture.

The company also announced its Board of Directors has declared a special one-time cash dividend of $0.12 per share to shareholders of the company’s Class A, Class B and Class U common stock. The dividend will be payable on December 28, 2012 to shareholders of record as of the close of business on December 12, 2012, and the common stock will trade ex-dividend on December 10, 2012. The total amount of cash to be disbursed for the special dividend is expected to be approximately $10.3 million.

“Today’s announcements demonstrate our confidence in the health of our business and its ability to deliver solid cash flows, as well as our commitment to rewarding our shareholders,” said Walter F. Ulloa, Chairman and Chief Executive Office of Entravision. “We continue to review the strategic use of our capital and are pleased to further reduce our outstanding debt and return capital to shareholders through this special dividend.”

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the Company’s securities described herein.

About Entravision Communications Corporation

Entravision Communications Corporation is a diversified Spanish-language media company utilizing a combination of television, radio and digital 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 19 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 49 owned and operated radio stations. Additionally, Entravision has a variety of cross-platform digital content and sales offerings designed to capitalize on the company’s leadership position within the Hispanic broadcasting community. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.

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Contact:

Mike Smargiassi / Kathleen Hopkins

Brainerd Communicators, Inc.

smarg@braincomm.com / khopkins@braincomm.com

212-986-6667