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):  August 1, 2017

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))

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 1.01Entry into a Definitive Material Agreement.

Entravision Communications Corporation (the “Company”) entered into the First Amendment dated as of August 1, 2017 (the “Amendment”) to the Credit Agreement dated as of May 31, 2013 (the “2013 Credit Agreement” and, collectively with the Amendment, the “Amended Credit Agreement”) by and among the Company, certain other persons party thereto that are designated as a “Credit Party” (as defined in the 2013 Credit Agreement), the several financial institutions from time to time party to the 2013 Credit Agreement (collectively, the “Lenders” and individually each a “Lender”), Antares Capital LP (as assignee of General Electric Capital Corporation, “Antares”), as Agent for the Lenders, and the other parties thereto.

Pursuant to the Amendment, among other things, the Company is allowed to make certain restricted payments in an amount not to exceed $40,000,000, plus, for each anniversary of the effective date of the Amendment, an additional $20,000,000.

The Amendment also makes certain technical and conforming changes to the terms of the 2013 Credit Agreement. All other provisions of the 2013 Credit Agreement remain in full force and effect unless expressly amended or modified pursuant to the Amendment.

Item 2.02   Results of Operations and Financial Condition.

On August 2, 2017, the Company issued a press release announcing its results of operations for the three-month period ended June 30, 2017.  A copy of that press release is furnished herewith as Exhibit 99.1.

The information provided pursuant to Item 2.02 in this Current Report on Form 8-K, including the exhibit thereto, is being furnished under Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any future registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01   Financial Statements and Exhibits.

(d) Exhibits

10.1 First Amendment, dated as of August 1, 2017, to the Credit Agreement dated as of May 31, 2013 by and among Entravision Communications Corporation, the other persons designated as Credit Parties, the other financial institutions party thereto as Lenders, Antares Holdings LP, as Agent for the Lenders, and the other parties thereto.

99.1 Press release issued by Entravision Communications Corporation on August 2, 2017 announcing its results of operations for the three-month period ended June 30, 2017.

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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:  August 2, 2017	By:	/s/ Christopher T. Young
		Christopher T. Young
		Executive Vice President, Treasurer and Chief Financial Officer

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EXHIBIT INDEX

Exhibit  Number	Description of Exhibit
10.1*	First Amendment, dated as of August 1, 2017, to the Credit Agreement dated as of May 31, 2013 by and among Entravision Communications Corporation, the other persons designated as Credit Parties, the other financial institutions party thereto as Lenders, Antares Holdings LP, as Agent for the Lenders, and the other parties thereto.
99.1	Press release issued by Entravision Communications Corporation on August 2, 2017 announcing its results of operations for the three-month period ended June 30, 2017.

- 4 -

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

This First Amendment (this “Amendment”) to Credit Agreement is entered into as of August 1, 2017 (the “First Amendment Effective Date”), by and among Entravision Communications Corporation, a Delaware corporation (the “Borrower”), the other Persons party hereto as “Credit Parties”, and the Lenders party hereto.

RECITALS

WHEREAS, reference is made to that certain Credit Agreement, dated as of May 31, 2013 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; capitalized terms used but not defined herein have the meanings given to such terms in the Credit Agreement), among the Borrower, the other Persons party thereto as Credit Parties, the several financial institutions from time to time party thereto (the “Lenders”), and Antares Capital LP (as assignee of General Electric Capital Corporation), as Agent for the Lenders (in such capacity, the “Agent”);

WHEREAS, the Borrower wishes to amend the Credit Agreement as set forth herein;

WHEREAS, the Required Lenders have agreed to amend the Credit Agreement upon the terms and subject to the conditions set forth herein.

NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, the parties hereto hereby agree as follows:

Section 1.Article and Section References.  Unless otherwise expressly stated herein, all Article and Section references herein shall refer to Articles and Sections of the Credit Agreement.

Section 2.Amendment to Section 5.11.  Section 5.11 is hereby amended by amending and restating Section 5.11(i) in its entirety as follows:

“(i)the Borrower may make Restricted Payments from and after the First Amendment Effective Date, so long as (i) immediately after giving effect thereto, the aggregate amount of such Restricted Payments made in reliance on this clause (i) does not exceed an amount equal to (A) $40,000,000 plus, (B) for each anniversary of the First Amendment Effective Date that has occurred an additional $20,000,000, so long as in the case of Restricted Payments made in reliance on this clause (B) the Total Net Leverage Ratio would be no greater than 5.50:1.00 immediately after giving effect thereto, and (ii) such Restricted Payments are not financed by the incurrence of any Indebtedness.”

Section 3.Amendment to Section 11.1.  Section 11.1 is hereby amended by adding the following new defined terms in alphabetical order:

“First Amendment” means the First Amendment to Credit Agreement, dated as of August 1, 2017, among the Borrower, the other Credit Parties party thereto and the Lenders party thereto.

“First Amendment Effective Date” has the meaning given to such term in the First Amendment.

Section 4.Amendment to Exhibit 4.2(b).  Exhibit C to Exhibit 4.2(b) to the Credit Agreement is hereby amended by amending and restating the ninth row of the deductions from Consolidated Adjusted EBITDA therein as follows:

Restricted Payments permitted under Section 5.11 of the Credit Agreement made during such period with internally generated cash

Section 5.Acknowledgements.  The Borrower, through its wholly-owned subsidiary, participated in the broadcast incentive auction conducted by the FCC pursuant to Section 6403 of the Middle Class Tax Relief and Job Creation Act (Pub. L. No. 11296, § 6403, 126 Stat. 156, 225-230 (2012) and the rules and regulations adopted by the FCC to effectuate such law, pursuant to which the Station Licenses of four television stations owned and operated by Borrower and/or its wholly-owned subsidiary will be modified to change the output channel assignment and bandwidth frequency and the FCC has agreed to pay to the Borrower, through its wholly-owned subsidiary, approximately $264 million (the “Auction Participation” and, such payment, the “Auction Payment”).  Each of the Lenders party to this Amendment, by its signature hereto, acknowledges and agrees that (a) the Auction Participation (i) does not constitute a Disposition and is not subject to Section 5.2 of the Credit Agreement and (ii) no mandatory prepayment is required under Section 1.8(d) of the Credit Agreement in connection therewith and (b) all or a portion of the Auction Payment may be received and held by an intermediary for the Borrower and/or its wholly-owned subsidiary for the purpose of conducting one or more like-kind exchanges pursuant to Section 1031 of the Code (any such amounts, the “Section 1031 Funds”), and notwithstanding anything to the contrary in the Loan Documents, including, without limitation, Section 4.11 of the Credit Agreement and Sections 4.10 and 4.11 of the Security Agreement, until the date that is 185 days after the receipt by the intermediary of such Section 1031 Funds, the Borrower and its subsidiaries shall not be required to grant a Lien or security interest in favor of the Secured Parties, or deliver a Control Agreement with respect to, such Section 1031 Funds (or the related deposit, securities or other account in which they are held) for so long as such Section 1031 Funds are held by such an intermediary for such purpose; provided that, for the avoidance of doubt, this clause (b) shall not apply to any Section 1031 Funds that have been delivered to the Borrower or its subsidiaries or the proceeds or products of the Section 1031 Funds or any Property purchased with any Section 1031 Funds or the proceeds or products thereof.

Section 6.Conditions Precedent.  The effectiveness of this Amendment is subject to the satisfaction of each of the following conditions precedent:

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(a)The Agent shall have received all of the following, each of which shall be in form and substance satisfactory to the Agent:

(i)Amendment.  This Amendment, duly executed and delivered by each Credit Party and the Required Lenders (or by the Agent on behalf of the Required Lenders);

(ii)Agent Fees and Expenses.  (i) The fees and other amounts payable to the Agent under the Engagement Letter, dated as of July 21, 2017 and (ii) to the extent invoiced, the fees, expenses and other amounts payable on or prior to the First Amendment Effective Date referred to in Section 9.5 of the Credit Agreement and in the section titled “Costs and Expenses of the Agent” below, including, but not limited to, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including the reasonable fees and disbursements of Latham & Watkins LLP, special counsel to the Agent) required to be reimbursed or paid by the Borrower hereunder or under any other Loan Document; and

(iii)Consent Fee.  For the account of each Lender who shall have delivered its signature page hereto, or shall have instructed the Agent on or prior to 12:00 p.m. (New York time) on July 31, 2017 to execute this Amendment on its behalf, a non-refundable and fully-earned fee equal to 0.10% of the aggregate principal amount of such Lender’s Revolving Loan Commitments and Term Loans on and as of such date.

(b)Representations and Warranties.  After giving effect to this Amendment, the representations and warranties contained herein and in the other Loan Documents shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the First Amendment Effective Date to the same extent as though made on and as of that date, except to the extent such representations and warranties specifically relate to an earlier date, in which event such representations and warranties shall have been true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such earlier date.

(c)Completion of Proceedings.  All partnership, corporate and other proceedings taken or to be taken in connection with the transactions contemplated hereby and all documents incidental hereto shall be reasonably satisfactory in form and substance to the Agent and its counsel, and the Agent and such counsel shall have received all such counterpart originals or certified copies of such documents as the Agent may reasonably request.

(d)No Default.  On the First Amendment Effective Date, no Default or Event of Default shall have occurred and be continuing after giving effect to this Amendment.

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Section 7.Representations and Warranties; Reaffirmation of Grant.  Each Credit Party hereby represents and warrants to the Agent and the Lenders that, as of the First Amendment Effective Date after giving effect to this Amendment, (a) all representations and warranties of the Credit Parties set forth in the Credit Agreement and in any other Loan Document are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the First Amendment Effective Date to the same extent as though made on and as of such date, except to the extent such representations and warranties specifically relate to an earlier date, in which event such representations and warranties were true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of such earlier date, (b) no Default or Event of Default has occurred and is continuing, (c) the Credit Agreement (as amended by this Amendment) and all other Loan Documents are and remain legal, valid and binding obligations of each of the Credit Parties which is a party thereto, enforceable against each such Credit Party in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting enforcement of creditors’ rights generally or by equitable principles relating to enforceability and (d) each of the Collateral Documents to which such Credit Party is a party and all of the Collateral described therein secure and shall continue to secure the payment of all Obligations as set forth in such respective Collateral Documents.  Each Credit Party that is a party to the Security Agreement or any of the Collateral Documents hereby reaffirms its grant of a security interest in the Collateral to the Collateral Trustee for the ratable benefit of the Secured Parties, as collateral security for the prompt and complete payment and performance when due of the Obligations.

Section 8.Survival of Representations and Warranties.  All representations and warranties made in this Amendment or any other Loan Document shall survive the execution and delivery of this Amendment, and no investigation by the Agent or the Lenders shall affect the representations and warranties or the right of the Agent and the Lenders to rely upon them.  If any representation or warranty made in this Amendment is false in any material respect as of the date made or deemed made, then such shall constitute an Event of Default under the Credit Agreement, as amended hereby.

Section 9.Reference to Agreement.  Each of the Loan Documents, including the Credit Agreement, as amended hereby, and any and all other agreements, documents or instruments now or hereafter executed and/or delivered pursuant to the terms hereof or pursuant to the terms of the Credit Agreement as amended hereby, are hereby amended so that any reference in such Loan Documents to the Credit Agreement, whether direct or indirect, shall mean a reference to the Credit Agreement as amended hereby.  This Amendment shall constitute a Loan Document under the Credit Agreement.

Section 10.Costs and Expenses of the Agents.  The Borrower shall pay on demand all reasonable and documented costs and expenses of the Agent (including the reasonable fees and disbursements of counsel to the Agent) incurred in connection with the preparation, execution and delivery of this Amendment.  

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Section 11.Governing Law.  The law of the State of New York shall govern all matters arising out of, in connection with or relating to this Amendment, including, without limitation, its validity, interpretation, construction, performance and enforcement (including, without limitation, any claims sounding in contract or tort law arising out of the subject matter hereof and any determinations with respect to post-judgment interest).

Section 12.Waiver of Jury Trial.  THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AMENDMENT AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY.  THIS WAIVER APPLIES TO ANY ACTION, SUIT OR PROCEEDING WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE.

Section 13.Execution.  This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.  Signature pages may be detached from multiple separate counterparts and attached to a single counterpart.  Delivery of an executed signature page of this Amendment by facsimile transmission or Electronic Transmission shall be as effective as delivery of an originally executed counterpart hereof.

Section 14.Limited Effect.  This Amendment relates only to the specific matters expressly covered herein, shall not be considered to be a waiver of any rights, claims or remedies that the Agent or any Lender may have under the Credit Agreement or under any other Loan Document (except as expressly set forth herein) or under applicable law, and shall not be considered to create a course of dealing or to otherwise obligate in any respect the Agent or any Lender to execute similar or other amendments or grant any waivers under the same or similar or other circumstances in the future.

Section 15.Ratification by Credit Parties.  Each of the Credit Parties (other than the Borrower) acknowledges that its consent to this Amendment is not required, but each of the undersigned nevertheless does hereby agree and consent to this Amendment and to the documents and agreements referred to herein.  Each of the Credit Parties (other than the Borrower) agrees and acknowledges that (i) notwithstanding the effectiveness of this Amendment, such Credit Party’s Guaranty shall remain in full force and effect without modification thereto and (ii) nothing herein shall in any way limit any of the terms or provisions of such Credit Party’s Guaranty or any other Loan Document executed by such Credit Party (as the same may be amended from time to time), all of which are hereby ratified, confirmed and affirmed in all respects.  Each of the Credit Parties (other than the Borrower) hereby agrees and acknowledges that no other agreement, instrument, consent or document shall be required to give effect to this section.  Each of the Credit Parties (other than the Borrower) hereby further acknowledges that the Borrower, the Agent and any Lender may from time to time enter into any further amendments, modifications, terminations and/or waivers of any provisions of the Loan Documents without notice to or consent from such Credit Party

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and without affecting the validity or enforceability of such Credit Party’s Guaranty or giving rise to any reduction, limitation, impairment, discharge or termination of such Credit Party’s Guaranty.

Section 16.Certain Waivers.  Each of the Credit Parties hereby agrees that neither the Agent nor any Lender shall be liable under a claim of, and hereby waives any claim against the Agent and the Lenders based on, lender liability (including, but not limited to, liability for breach of the implied covenant of good faith and fair dealing, fraud, negligence, conversion, misrepresentation, duress, control and interference, infliction of emotional distress and defamation and breach of fiduciary duties) as a result of the amendments contained in this Amendment and any discussions or actions taken or not taken by the Agent or the Lenders on or before the First Amendment Effective Date or the discussions conducted in connection therewith, or any course of action taken by the Agent or any Lender in response thereto or arising therefrom; provided, that the foregoing waiver shall not include the waiver of any claims which are based on the gross negligence or willful misconduct of the Agent or any Lender or any of their respective Related Persons (each as determined in a final, non-appealable judgment by a court of competent jurisdiction).  This section shall survive the execution and delivery of this Amendment and the other Loan Documents and the termination of the Credit Agreement, as amended hereby.

[signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

ENTRAVISION COMMUNICATIONS CORPORATION

By: /s/ Christopher T. Young

Name: Christopher T. Young

Title: Executive Vice President, Treasurer

and Chief Financial Officer

Entravision 1^st Amendment Signature Page

ENTRAVISION, L.L.C., a Delaware limited liability company   ENTRAVISION EL-PASO, L.L.C., a Delaware limited liability company   ENTRAVISION-TEXAS G.P., LLC, a Delaware limited liability company   ENTRAVISION-TEXAS L.P., INC., a Delaware corporation   ARIZONA RADIO, INC., a Delaware corporation   Z-SPANISH MEDIA CORPORATION, a Delaware corporation   LOS CEREZOS TELEVISION COMPANY, a Delaware corporation   LATIN COMMUNICATIONS GROUP INC., a Delaware corporation   DIAMOND RADIO, INC., a California corporation   TODOBEBE, LLC, a Delaware limited liability company   ENTRAVISION SAN DIEGO, INC., a California corporation ENTRAVISION HOLDINGS, LLC, a California limited liability company   THE COMMUNITY BROADCASTING COMPANY OF SAN DIEGO, INCORPORATED, a California corporation   CHANNEL FIFTY SEVEN, INC., a California corporation   VISTA TELEVISION, INC., a California corporation   ASPEN FM, INC., a Colorado corporation   ENTRAVISION-TEXAS LIMITED PARTNERSHIP, a Texas limited partnership   ENTRAVISION COMMUNICATIONS COMPANY, L.L.C., a Delaware limited liability company   LOTUS/ENTRAVISION REPS, LLC, a Delaware limited liability company   LCG, LLC, a Delaware limited liability company   PULPO MEDIA, INC., a Delaware corporation  

By: /s/ Christopher T. Young

Name: Christopher T. Young

Title: Executive Vice President, Treasurer

and Chief Financial Officer

Entravision 1^st Amendment Signature Page

ANTARES HOLDINGS LP

By: Antares Holdings GP, Inc., its general partner

By: /s/ Brad Mashinter

Name: Brad Mashinter

Its: Duly Authorized Signatory

Entravision 1^st Amendment Signature Page

The following Lenders executed the foregoing agreement in counterpart copy.  The individual conformed counterpart signature pages will be provided upon request.

• AGF Floating Rate Income Fund

• American Honda Master Retirement Trust

• Ameriprise Certificate Company

• Arch Investment Holdings III Ltd.

• Elevation CLO 2014-2, Ltd.

• Elevation CLO 2015-4, Ltd.

• ATRIUM IX

• ATRIUM VIII

• Atrium X

• ATRIUM XI

• MAPLES TRUSTEE SERVICES (CAYMAN) LIMITED, solely in its capacity as trustee of BARINGS SENIOR LOAN TRUST

• BABSON CLO LTD, 2014-III

• BARINGS SEGREGATED LOANS 3 S.A R.L

• Birchwood Park CLO, Ltd.

• Black Diamond CLO 2017-1 Ltd.

• Bridgeport CLO II Ltd.

• Brighthouse Funds Trust I - Brighthouse/Eaton Vance Floating Rate Portfolio

• Bronco Trading, LLC

• CANARAS SUMMIT CLO LTD.

• Catskill Park CLO, Ltd.

• CBAM 2017-1 Ltd

• RockvilleFundingLLC

• Cent CDO 12 Limited

• Cent CDO 14 Limited

• Cent CLO 16, L.P.

• Cent CLO 17 Limited

• CIFC Funding 2012-II, Ltd.

• CIFC Funding 2012-III, Ltd.

• CIFC Funding 2013-I, Ltd.

• CIFC Funding 2013-II, Ltd.

• Citibank, N.A.

• The City of New York Group Trust

• Dollar Senior Loan Fund, LTD.

• CREDIT SUISSE NOVA (LUX)

• CREDIT SUISSE NOVA (LUX) acting on behalf of Credit Suisse Nova (Lux) Fixed Maturity US Loan Fund 2021

• Crestline Denali CLO XIV, LTD.

• Crown Point CLO II Ltd.

• Crown Point CLO III, Ltd.

• Davidson River Trading, LLC

• DaVinci Reinsurance Ltd.

• Delaware Life Insurance Company

Entravision 1^st Amendment Signature Page

• DENALI CAPITAL CLO X, LTD.

• DENALI CAPITAL CLO XI, LTD.

• Denali Capital CLO XII, Ltd.

• Dryden XXV Senior Loan Fund

• Dryden XXVI Senior Loan Fund

• Dryden 30 Senior Loan Fund

• Dryden 31 Senior Loan Fund

• Dryden 33 Senior Loan Fund

• Dryden 37 Senior Loan Fund

• Dryden 38 Senior Loan Fund

• Eaton Vance Bank Loan Fund A Series Trust of Multi Manager Global Investment Trust

• Eaton Vance Bank Loan Fund Series II A Series Trust of Multi Manager Global Investment Trust

• Eaton Vance CDO X PLC

• Eaton Vance Floating Rate Portfolio

• Eaton Vance Floating-Rate Income Plus Fund

• Eaton Vance Institutional Senior Loan Fund

• Eaton Vance Limited Duration Income Fund

• Eaton Vance Loan Fund Series III A Series Trust of Multi Manager Global Investment Trust

• Eaton Vance US Loan Fund 2016 a Series Trust of Global Cayman Investment Trust

• Eaton Vance VT Floating-Rate Income Fund

• Emerson Park CLO Ltd.

• ERIE INDEMNITY COMPANY

• ERIE INSURANCE EXCHANGE

• EverestFundingLLC

• Federated Bank Loan Core Fund

• Finn Square CLO, Ltd.

• Fire and Police Pension Fund, San Antonio

• Galaxy XIV CLO, Ltd.

• Galaxy XIX CLO, Ltd.

• Galaxy XV CLO, Ltd.

• Galaxy XVII CLO, Ltd.

• Galaxy XVIII CLO, Ltd.

• Gallatin CLO IV 2012-1, Ltd.

• Gallatin CLO V 2013-1, Ltd.

• GSO Sakura Loan Fund 2015, a Series Trust of Multi Manager Global Investment Trust

• Hamlet II, Ltd.

• The Hartford Floating Rate Fund

• The Hartford Unconstrained Bond Fund

• HYFI LOAN FUND

• Invesco Zodiac Funds - Invesco Global Senior Loan Select Fund

• JFIN CLO 2013 LTD.

• JFIN CLO 2014-II LTD.

Entravision 1^st Amendment Signature Page

• Remuda Capital Management, LTD

• JPMorgan Flexible Credit Long Short Fund

• GIM Specialist Investment Funds – GIM Multi Sector Credit Fund

• Commingled Pension Trust Fund (Floating Rate Income) of JPMorgan Chase Bank, N.A.

• KP FIXED INCOME FUND

• Lancashire Insurance Company Limited

• LCM XII Limited Partnership

• LCM XIII Limited Partnership

• LCM XIV Limited Partnership

• LCM XIX Limited Partnership

• LCM XV Limited Partnership

• LCM XVI Limited Partnership

• LCM XVII Limited Partnership

• LCM XVIII Limited Partnership

• LCM XX Limited Partnership

• LCM XXI Limited Partnership

• LCM XXIII Ltd.

• LCM XXIV Ltd.

• MADISON PARK FUNDING IV, LTD.

• Madison Park Funding XIII, Ltd.

• Madison Park Funding XV, Ltd.

• Madison Park Funding XVIII, Ltd.

• MIHI LLC

• Nomad CLO, Ltd.

• Octagon Investment Partners XIV, Ltd.

• Octagon Investment Partners XV, Ltd.

• Octagon Investment Partners XVI, Ltd.

• Octagon Investment Partners XVII, Ltd.

• Octagon Investment Partners XVIII, Ltd.

• Pacific Select Fund Floating Rate Loan Portfolio

• PBI Stable Loan Fund a series trust of MYL Investment Trust

• Pinnacle Park CLO, Ltd

• Pinnacol Assurance

• PK-SSL Investment Fund Limited Partnership

• RiverSource Life Insurance Company

• ROSE HILL SENIOR LOAN FUND, a series trust of Credit Suisse Horizon Trust

• ROYAL BANK OF CANADA

• Seneca Park CLO, Ltd.

• Senior Debt Portfolio

• Stichting Blue Sky Active Fixed Income US Leveraged Loan Fund

• Taconic Park CLO Ltd.

• Thacher Park CLO, Ltd

• The Hartford Strategic Income Fund

• Tryon Park CLO Ltd.

• VALIDUS REINSURANCE LTD

Entravision 1^st Amendment Signature Page

• Venture X CLO, Limited

• VENTURE XII CLO, Limited

• VENTURE XIII CLO, Limited

• VENTURE XIV CLO, Limited

• VENTURE XV CLO, Limited

• Venture XXVIII CLO, Limited

• Wasatch CLO Ltd

• Wellington Trust Company, National Association Multiple Collective Investment Funds Trust II, Core Bond Plus/High Yield Bond Portfolio

• Wellington Trust Company, National Association

• Multiple Common Trust Funds Trust, Core Bond Plus/High Yield Bond Portfolio

• Wellington Trust Company, National Association Multiple Common Trust Funds Trust- Opportunistic Fixed Income Allocation Portfolio

• Wells Fargo Bank, National Association

• Westcott Park CLO, Ltd.

• Western World Insurance Company

• Workers Compensation Fund

Entravision 1^st Amendment Signature Page

EX-99.1

Entravision Communications

Page 1 of 11

Exhibit 99.1

ENTRAVISION COMMUNICATIONS CORPORATION REPORTS

SECOND QUARTER 2017 RESULTS

- Announces Increase in Quarterly Cash Dividend to $0.05 Per Share –

- Announces $15 Million Share Repurchase Program –

- Receives $263.6 Million from the FCC Auction for Broadcast Spectrum –

- Enters into Definitive Agreement to Acquire NBC Affiliate KMIR-TV and MyNetworkTV Affiliate KPSE-LD

Serving Palm Springs, California –

SANTA MONICA, CALIFORNIA, August 2, 2017 – Entravision Communications Corporation (NYSE: EVC) today reported financial results for the three- and six-month periods ended June 30, 2017.

Historical results, which are attached, are in thousands of U.S. dollars (except share and per share data). This press release contains certain non-GAAP financial measures as defined by SEC Regulation G. The GAAP financial measure most directly comparable to each of these non-GAAP financial measures, and a table reconciling each of these non-GAAP financial measures to its most directly comparable GAAP financial measure is included beginning on page 10. Unaudited financial highlights are as follows:

	Three-Month Period							Six-Month Period
	Ended June 30,							Ended June 30,
	2017		2016		% Change			2017		2016		% Change
Net revenue	$	70,509	$	64,829		9	%	$	128,019	$	122,942		4	%
Cost of revenue - digital media (1)		8,762		2,373		269	%		10,514		4,212		150	%
Operating expenses (2)		41,945		39,948		5	%		80,237		78,948		2	%
Corporate expenses (3)		5,619		5,293		6	%		11,486		10,897		5	%
Foreign currency (gain) loss		351		-	NM				351		-	NM
Consolidated adjusted EBITDA (4)		14,924		18,171		(18	)%		27,494		30,782		(11	)%
Free cash flow (5)	$	5,643	$	11,799		(52	)%	$	12,868	$	18,357		(30	)%
Net income	$	3,495	$	5,717		(39	)%	$	6,113	$	7,987		(23	)%
Net income per share, basic and diluted	$	0.04	$	0.06		(33	)%	$	0.07	$	0.09		(22	)%
Weighted average common shares outstanding, basic		90,354,982		89,134,412					90,296,057		89,015,934
Weighted average common shares outstanding, diluted		92,033,111		91,140,596					91,897,150		91,036,353

Entravision Communications

Page 2 of 11

(1) Cost of revenue consists primarily of the costs of online media acquired from third-party publishers. Media cost is classified as cost of revenue in the period in which the corresponding revenue is recognized.

(2) Operating expenses include direct operating and selling, general and administrative expenses. Included in operating expenses are $0.3 million of non-cash stock-based compensation for each of the three-month periods ended June 30, 2017 and 2016, and $0.5 million and $0.6 million of non-cash stock-based compensation for the six-month periods ended June 30, 2017 and 2016, respectively. Operating expenses do not include corporate expenses, foreign currency (gain) loss, depreciation and amortization, impairment charge, gain (loss) on sale of assets, gain (loss) on debt extinguishment and other income (loss).

(3) Corporate expenses include $0.8 million and $0.6 million of non-cash stock-based compensation for the three-month periods ended June 30, 2017 and 2016, respectively, and $1.5 million and $1.3 million of non-cash stock-based compensation for the six-month periods ended June 30, 2017 and 2016, respectively.

(4) Consolidated adjusted EBITDA means net income (loss) plus gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation included in operating and corporate expenses, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization less syndication programming payments. We use the term consolidated adjusted EBITDA because that measure is defined in our credit facility and does not include gain (loss) on sale of assets, depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and does include syndication programming payments. While many in the financial community and we consider consolidated adjusted EBITDA to be important, it should be considered in addition to, but not as a substitute for or superior to, other measures of liquidity and financial performance prepared in accordance with accounting principles generally accepted in the United States of America, such as cash flows from operating activities, operating income and net income. As consolidated adjusted EBITDA excludes non-cash gain (loss) on sale of assets, non-cash depreciation and amortization, non-cash impairment charge, non-cash stock-based compensation expense, net interest expense, other income (loss), gain (loss) on debt extinguishment, income tax (expense) benefit, equity in net income (loss) of nonconsolidated affiliate, non-cash losses and syndication programming amortization and includes syndication programming payments, consolidated adjusted EBITDA has certain limitations because it excludes and includes several important non-cash financial line items. Therefore, we consider both non-GAAP and GAAP measures when evaluating our business. Consolidated adjusted EBITDA is also used to make executive compensation decisions.

(5) Free cash flow is defined as consolidated adjusted EBITDA less cash paid for income taxes, net interest expense, and capital expenditures. Net interest expense is defined as interest expense, less non-cash interest expense relating to amortization of debt finance costs, and less interest income.

Commenting on the Company’s earnings results, Walter F. Ulloa, Chairman and Chief Executive Officer, said, “During the second quarter, we achieved revenue growth driven by increases in our digital media segment attributable to the acquisition of Headway.  This growth in our digital media segment offset decreases in our radio segment and television segment, which were affected by the loss of political advertising revenue compared to 2016.  We continued to build our digital footprint and, looking ahead, we remain well positioned to build on our success in further attracting Latino audiences, expanding our advertiser base and monetizing our reach to the benefit of our shareholders.”

Quarterly Cash Dividend

The Company announced today that its Board of Directors has approved a quarterly cash dividend to shareholders of $0.05 per share of the Company's Class A, Class B and Class U common stock, in an aggregate amount of approximately $4.5 million, which represents an increase from the prior quarter’s dividend, which was $0.03125 per share. The quarterly dividend will be payable on September 29, 2017 to shareholders of record as of the close of business on September 14, 2017, and the common stock will trade ex-dividend on September 12, 2017. As previously announced, the Company currently anticipates that future cash dividends will be paid on a quarterly basis; however, any decision to pay future cash dividends will be subject to approval by the Board.

Share Repurchase Program

On July 13, 2017, the Board of Directors approved the repurchase of up to $15 million of the Company’s common stock.  Under the new share repurchase program, the Company is authorized to purchase shares from time to time through open market purchases or negotiated purchases, subject to market conditions and other factors.  On the same date, the Board terminated the Company’s previous share repurchase program of up to $20 million of the Company’s common stock.

Receives Proceeds from FCC Auction for Broadcast Spectrum

On July 21, 2017, the Company received proceeds of $263.6 million related to its participation in the Federal Communications Commission (the “FCC”) auction for broadcast spectrum. The proceeds reflect the FCC’s acceptance of one or more bids placed by the Company during the auction to modify and/or relinquish spectrum usage rights for certain of the Company’s television stations. The Company does not expect that the modification and/or relinquishment of the spectrum usage rights will result in material changes in the operations or results of the Company. The proceeds of the auction were deposited into the account of a “qualified intermediary” to comply with Internal Revenue Code Section 1031 requirements to execute a like-kind exchange.

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Acquisition of NBC Affiliate KMIR-TV and MyNetworkTV Affiliate KPSE-LD Serving Palm Springs, California

On July 20, 2017, the Company entered into an agreement with OTA Broadcasting (PSP), LLC to acquire television stations KMIR-TV, the local NBC affiliate, and KPSE-LD, the local MyNetworkTV affiliate, serving the Palm Springs, California area, for an aggregate of $21 million.  The transaction, which is subject to customary closing conditions, including the prior consent of the FCC, is currently expected to close in the fourth quarter of 2017.

Amendment of Bank Credit Facility

The Company has entered into an amendment to its bank credit facility.  The amendment increases the amount of certain restricted payments that the Company can make under the terms of the credit facility.Additional details regarding the amendment are provided in the company’s Current Report on Form 8-K dated August 2, 2017, filed with the Securities and Exchange Commission.

Financial Results

Three-Month Period Ended June 30, 2017 Compared to Three-Month Period Ended

June 30, 2016

(Unaudited)

	Three-Month Period
	Ended June 30,
	2017			2016			% Change
Net revenue	$	70,509		$	64,829			9	%
Cost of revenue - digital media (1)		8,762			2,373			269	%
Operating expenses (1)		41,945			39,948			5	%
Corporate expenses (1)		5,619			5,293			6	%
Depreciation and amortization		4,577			3,885			18	%
Foreign currency (gain) loss		351			-		NM
Operating income		9,255			13,330			(31	)%
Interest expense, net		(3,573	)		(3,741	)		(4	)%
Income before income taxes		5,682			9,589			(41	)%
Income tax expense		(2,119	)		(3,872	)		(45	)%
Net income (loss) before equity in net income (loss) of nonconsolidated affiliates		3,563			5,717			(38	)%
Equity in net income (loss) of nonconsolidated affiliates, net of tax		(68	)		-		NM
Net income	$	3,495		$	5,717			(39	)%

(1) Cost of revenue, operating expenses and corporate expenses are defined on page 1.

Net revenue increased to $70.5 million for the three-month period ended June 30, 2017 from $64.8 million for the three-month period ended June 30, 2016, an increase of $5.7 million. Of the overall increase, $9.5 million was attributable to our digital segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to net revenue in prior periods. The overall increase was partially offset by a decrease in our radio segment of $2.4 million due primarily to decreases in local and national advertising revenue, and a decrease in political advertising revenue, which was not material in 2017, and a decrease in our television segment of $1.4 million due primarily to a decrease in local revenue and a decrease in political advertising revenue, which was not material in 2017.

Cost of revenue, which we incur in our digital segment, increased to $8.8 million for the three-month period ended June 30, 2017 from $2.4 million for the three-month period ended June 30, 2016, an increase of $6.4 million, primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to cost of revenue in prior periods..

Operating expenses increased to $41.9 million for the three-month period ended June 30, 2017 from $39.9 million for the three-month period ended June 30, 2016, an increase of $2.0 million. Of the overall increase, $2.2 million was attributable to our digital segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to operating expenses in prior periods. The overall increase was partially offset by a decrease in expenses associated with the decrease in advertising revenue, a decrease in expense for ratings services, a decrease in event expense and a decrease in bad debt expense.

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Corporate expenses increased to $5.6 million for the three-month period ended June 30, 2017 from $5.3 million for the three-month period ended June 30, 2016, an increase of $0.3 million. The increase was primarily due to an increase in salary expense and non-cash stock-based compensation expense.

Six-Month Period Ended June 30, 2017 Compared to Six-Month Period Ended

June 30, 2016

(Unaudited)

	Six-Month Period
	Ended June 30,
	2017			2016			% Change
Net revenue	$	128,019		$	122,942			4	%
Cost of revenue - digital media (1)		10,514			4,212			150	%
Operating expenses (1)		80,237			78,948			2	%
Corporate expenses (1)		11,486			10,897			5	%
Depreciation and amortization		8,123			7,912			3	%
Foreign currency (gain) loss		351			-		NM
Operating income		17,308			20,973			(17	)%
Interest expense, net		(7,109	)		(7,600	)		(6	)%
Income before income taxes		10,199			13,373			(24	)%
Income tax expense		(4,018	)		(5,386	)		(25	)%
Net income (loss) before equity in net loss of nonconsolidated affiliates		6,181			7,987			(23	)%
Equity in net loss of nonconsolidated affiliates, net of tax		(68	)		-		NM
Net income	$	6,113		$	7,987			(23	)%

(1) Cost of revenue, operating expenses and corporate expenses are defined on page 1.

Net revenue increased to $128.0 million for the six-month period ended June 30, 2017 from $122.9 million for the six-month period ended June 30, 2016, an increase of $5.1 million. Of the overall increase, $9.0 million was attributable to our digital segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to net revenue in prior periods. The overall increase was partially offset by a decrease in our radio segment of $3.5 million due primarily to decreases in local and national advertising revenue, and a decrease in political advertising revenue, which was not material in 2017, and a decrease in our television segment of $0.3 million due primarily to a decrease in local revenue and a decrease in political advertising revenue, which was not material in 2017, partially offset by an increase in national advertising revenue and an increase in retransmission consent revenue.

Cost of revenue, which we incur in our digital segment, increased to $10.5 million for the six-month period ended June 30, 2017 from $4.2 million for the six-month period ended June 30, 2016, an increase of $6.3 million, primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to cost of revenue in prior periods.

Operating expenses increased to $80.2 million for the six-month period ended June 30, 2017 from $78.9 million for the six-month period ended June 30, 2016, an increase of $1.3 million. Of the overall increase, $1.9 million was attributable to our digital segment and was primarily due to the acquisition of Headway during the second quarter of 2017, which did not contribute to operating expenses in prior periods. The overall increase was partially offset by a decrease in expenses associated with the decrease in advertising revenue, a decrease in expense for ratings services, a decrease in event expense and a decrease in bad debt expense.

Corporate expenses increased to $11.5 million for the six-month period ended June 30, 2017 from $10.9 million for the six-month period ended June 30, 2016, an increase of $0.6 million. The increase was primarily due to legal and financial due diligence costs related to the Headway acquisition and non-cash stock-based compensation expense.

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Segment Results

The following represents selected unaudited segment information:

	Three-Month Period							Six-Month Period
	Ended June 30,							Ended June 30,
		2017		2016	% Change				2017		2016	% Change
Net Revenue
Television	$	37,764	$	39,215		(4	)%	$	75,474	$	75,780		(0	)%
Radio		17,163		19,552		(12	)%		32,882	$	36,436		(10	)%
Digital		15,582		6,062		157	%		19,663	$	10,726		83	%
Total	$	70,509	$	64,829		9	%	$	128,019	$	122,942		4	%
Cost of Revenue - digital media (1)
Digital	$	8,762	$	2,373		269	%	$	10,514	$	4,212		150	%
Operating Expenses (1)
Television		20,150		20,668		(3	)%		40,355	$	41,148		(2	)%
Radio		15,620		16,235		(4	)%		31,341	$	32,064		(2	)%
Digital		6,175		3,045		103	%		8,541	$	5,736		49	%
Total	$	41,945	$	39,948		5	%	$	80,237	$	78,948		2	%
Corporate Expenses (1)	$	5,619	$	5,293		6	%	$	11,486	$	10,897		5	%
Foreign currency (gain) loss	$	351	$	-	NM			$	351	$	-	NM
Consolidated adjusted EBITDA (1)	$	14,924	$	18,171		(18	)%	$	27,494	$	30,782		(11	)%

(1) Cost of revenue, operating expenses, corporate expenses, and consolidated adjusted EBITDA are defined on page 1.

Entravision Communications Corporation will hold a conference call to discuss its 2017 second quarter results on August 2, 2017 at 5 p.m. Eastern Time. To access the conference call, please dial 412-317-5440 ten minutes prior to the start time. The call will be webcast live and archived for replay on the investor relations portion of the Company’s web site located at www.entravision.com.

Entravision Communications Corporation is a leading global media company that reaches and engages U.S. Latinos across acculturation levels and media channels, as well as consumers in Mexico and other markets in Latin America. The Company’s comprehensive portfolio incorporates integrated media and marketing solutions comprised of acclaimed television, radio, digital properties, events, and data analytics services. Entravision has 54 primary television stations and is the largest affiliate group of both the Univision and UniMás television networks. Entravision also owns and operates 49 primarily Spanish-language radio stations featuring nationally recognized talent, as well as the Entravision Audio Network and Entravision Solutions, a coast-to-coast national spot and network sales and marketing organization representing Entravision’s owned and operated, as well as its affiliate partner, radio stations. Entravision's Pulpo digital advertising unit is the #1-ranked online advertising platform in Hispanic reach according to comScore Media Metrix®, and Entravision's digital group also includes Headway, a leading provider of mobile, programmatic, data and performance digital marketing solutions primarily in the United States, Mexico and other markets in Latin America. Entravision shares of Class A Common Stock are traded on The New York Stock Exchange under the symbol: EVC.

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 that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release. 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, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Company’s filings with the Securities and Exchange Commission.

# # #

(Financial Table Follows)

Entravision Communications

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For more information, please contact:

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

Entravision Communications

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Entravision Communications Corporation

Consolidated Balance Sheets

(In thousands; unaudited)

	June 30,			December 31,
	2017			2016
ASSETS
Current assets
Cash and cash equivalents	$	60,637		$	61,520
Trade receivables, net of allowance for doubtful accounts		70,781			65,072
Prepaid expenses and other current assets		6,183			4,870
Total current assets		137,601			131,462
Property and equipment, net		56,837			55,368
Intangible assets subject to amortization, net		27,437			13,120
Intangible assets not subject to amortization		220,701			220,701
Goodwill		69,316			50,081
Deferred income taxes		36,558			44,677
Other assets		4,594			2,512
Total assets	$	553,044		$	517,921
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt	$	3,750		$	3,750
Accounts payable and accrued expenses		47,183			30,810
Total current liabilities		50,933			34,560
Long-term debt, less current maturities, net of unamortized debt issuance costs		285,153			286,697
Other long-term liabilities		27,132			13,208
Total liabilities		363,218			334,465
Stockholders' equity
Class A common stock		7			7
Class B common stock		2			2
Class U common stock		1			1
Additional paid-in capital		901,806			904,867
Accumulated deficit		(709,910	)		(718,444	)
Accumulated other comprehensive income (loss)		(2,080	)		(2,977	)
Total stockholders' equity		189,826			183,456
Total liabilities and stockholders' equity	$	553,044		$	517,921

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Entravision Communications Corporation

Consolidated Statements of Operations

(In thousands, except share and per share data)

(Unaudited)

	Three-Month Period						Six-Month Period
	Ended June 30,						Ended June 30,
	2017			2016			2017			2016
Net revenue	$	70,509		$	64,829		$	128,019		$	122,942
Expenses:
Cost of revenue - digital media		8,762			2,373			10,514			4,212
Direct operating expenses		29,915			28,538			57,007			56,103
Selling, general and administrative expenses		12,030			11,410			23,230			22,845
Corporate expenses		5,619			5,293			11,486			10,897
Depreciation and amortization		4,577			3,885			8,123			7,912
Foreign currency (gain) loss		351			-			351			-
		61,254			51,499			110,711			101,969
Operating income		9,255			13,330			17,308			20,973
Interest expense		(3,683	)		(3,859	)		(7,328	)		(7,725	)
Interest income		110			118			219			125
Income before income taxes		5,682			9,589			10,199			13,373
Income tax expense		(2,119	)		(3,872	)		(4,018	)		(5,386	)
Income (loss) before equity in net income (loss) of nonconsolidated affiliate		3,563			5,717			6,181			7,987
Equity in net income (loss) of nonconsolidated affiliate, net of tax		(68	)		-			(68	)		-
Net income	$	3,495		$	5,717		$	6,113		$	7,987
Basic and diluted earnings per share:
Net income per share, basic and diluted	$	0.04		$	0.06		$	0.07		$	0.09
Cash dividends declared per common share	$	0.03		$	0.03		$	0.06		$	0.06
Weighted average common shares outstanding, basic		90,354,982			89,134,412			90,296,057			89,015,934
Weighted average common shares outstanding, diluted		92,033,111			91,140,596			91,897,150			91,036,353

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Entravision Communications Corporation

Consolidated Statements of Cash Flows

(In thousands; unaudited)

	Three-Month Period						Six-Month Period
	Ended June 30,						Ended June 30,
	2017			2016			2017			2016
Cash flows from operating activities:
Net income		3,495		$	5,717			6,113		$	7,987
Adjustments to reconcile net income to net cash provided by   operating activities:
Depreciation and amortization		4,577			3,885			8,123			7,912
Deferred income taxes		1,955			3,658			3,428			4,922
Amortization of debt issue costs		186			193			369			384
Amortization of syndication contracts		109			101			218			190
Payments on syndication contracts		(102	)		(89	)		(215	)		(183	)
Equity in net income (loss) of nonconsolidated affiliate		68			-			68			-
Non-cash stock-based compensation		1,085			944			2,060			1,890
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		2,602			(217	)		13,581			5,583
(Increase) decrease in prepaid expenses and other assets		(556	)		(5	)		(1,447	)		(383	)
Increase (decrease) in accounts payable, accrued expenses    and other liabilities		(3,029	)		(282	)		(8,992	)		(3,876	)
Net cash provided by operating activities		10,390			13,905			23,306			24,426
Cash flows from investing activities:
Purchases of short-term investments		-			-			-			(30,000	)
Purchases of property and equipment and intangibles		(5,730	)		(2,610	)		(7,296	)		(4,745	)
Purchases of investments		(1,950	)		-			(2,200	)		-
Deposits on acquisitions		-			-			(190	)		-
Purchase of a business, net of cash acquired		(7,489	)		-			(7,489	)		-
Net cash provided by (used in) investing activities		(15,169	)		(2,610	)		(17,175	)		(34,745	)
Cash flows from financing activities:
Proceeds from stock option exercises		215			870			526			1,270
Payments on long-term debt		(937	)		(937	)		(1,875	)		(1,875	)
Dividends paid		(2,826	)		(2,788	)		(5,647	)		(5,569	)
Net cash used in financing activities		(3,548	)		(2,855	)		(6,996	)		(6,174	)
Effect of exchange rates on cash and cash equivalents		(18	)		-			(18	)		-
Net increase (decrease) in cash and cash equivalents		(8,345	)		8,440			(883	)		(16,493	)
Cash and cash equivalents:
Beginning		68,982			22,991			61,520			47,924
Ending	$	60,637		$	31,431		$	60,637		$	31,431

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Entravision Communications Corporation

Reconciliation of Consolidated Adjusted EBITDA to Cash Flows From Operating Activities

(In thousands; unaudited)

The most directly comparable GAAP financial measure is operating cash flow. A reconciliation of this non-GAAP measure to cash flows from operating activities for each of the periods presented is as follows:

	Three-Month Period					Six-Month Period
	Ended June 30,					Ended June 30,
		2017		2016			2017		2016
Consolidated adjusted EBITDA (1)		14,924		18,171			27,494		30,782
Interest expense		(3,683	)	(3,859	)		(7,328	)	(7,725	)
Interest income		110		118			219		125
Income tax expense		(2,119	)	(3,872	)		(4,018	)	(5,386	)
Amortization of syndication contracts		(109	)	(101	)		(218	)	(190	)
Payments on syndication contracts		102		89			215		183
Equity in net losses of nonconsolidated affiliates		(68	)	-			(68	)	-
Non-cash stock-based compensation included in direct operating    expenses		(307	)	(300	)		(530	)	(621	)
Non-cash stock-based compensation included in corporate expenses		(778	)	(644	)		(1,530	)	(1,269	)
Depreciation and amortization		(4,577	)	(3,885	)		(8,123	)	(7,912	)
Net income		3,495		5,717			6,113		7,987
Depreciation and amortization		4,577		3,885			8,123		7,912
Deferred income taxes		1,955		3,658			3,428		4,922
Amortization of debt issue costs		186		193			369		384
Amortization of syndication contracts		109		101			218		190
Payments on syndication contracts		(102	)	(89	)		(215	)	(183	)
Equity in net income (loss) of nonconsolidated affiliate		68		-			68		-
Non-cash stock-based compensation		1,085		944			2,060		1,890
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		2,602		(217	)		13,581		5,583
(Increase) decrease in prepaid expenses and other assets		(556	)	(5	)		(1,447	)	(383	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(3,029	)	(282	)		(8,992	)	(3,876	)
Cash flows from operating activities		10,390		13,905			23,306		24,426

(1) Consolidated adjusted EBITDA is defined on page 1.

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Entravision Communications Corporation

Reconciliation of Free Cash Flow to Cash Flows From Operating Activities

(In thousands; unaudited)

The most directly comparable GAAP financial measure is operating cash flow. A reconciliation of this non-GAAP measure to cash flows from operating activities for each of the periods presented is as follows:

	Three-Month Period						Six-Month Period
	Ended June 30,						Ended June 30,
		2017			2016			2017			2016
Consolidated adjusted EBITDA (1)	$	14,924		$	18,171		$	27,494		$	30,782
Net interest expense (1)		(3,387	)		(3,548	)		(6,740	)		(7,216	)
Cash paid for income taxes		(164	)		(214	)		(590	)		(464	)
Capital expenditures (2)		(5,730	)		(2,610	)		(7,296	)		(4,745	)
Free cash flow (1)		5,643			11,799			12,868			18,357
Capital expenditures (2)		5,730			2,610			7,296			4,745
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		2,602			(217	)		13,581			5,583
(Increase) decrease in prepaid expenses and other assets		(556	)		(5	)		(1,447	)		(383	)
Increase (decrease) in accounts payable, accrued expenses and other liabilities		(3,029	)		(282	)		(8,992	)		(3,876	)
Cash Flows From Operating Activities	$	10,390		$	13,905		$	23,306		$	24,426

(1) Consolidated adjusted EBITDA, net interest expense, and free cash flow are defined on page 1.

(2) Capital expenditures are not part of the consolidated statement of operations.