0000950142-18-002308.txt : 20181127 0000950142-18-002308.hdr.sgml : 20181127 20181127090019 ACCESSION NUMBER: 0000950142-18-002308 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181127 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20181127 DATE AS OF CHANGE: 20181127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEMISPHERE MEDIA GROUP, INC. CENTRAL INDEX KEY: 0001567345 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 800885255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 181202044 BUSINESS ADDRESS: STREET 1: 4000 PONCE DE LEON BLVD., SUITE 650 CITY: CORAL GABLES STATE: FL ZIP: 33146 BUSINESS PHONE: 305-421-6364 MAIL ADDRESS: STREET 1: 4000 PONCE DE LEON BLVD., SUITE 650 CITY: CORAL GABLES STATE: FL ZIP: 33146 8-K 1 eh1801269_8k.htm FORM 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 27, 2018
 
 
HEMISPHERE MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
(State or other jurisdiction of
Incorporation)
001-35886
 (Commission File Number)
80-0885255
(I.R.S. Employer
Identification Number)
 
4000 Ponce de Leon Boulevard
Suite 650
Coral Gables, FL 33146
           (Address of principal executive offices) (Zip Code)
 
(305) 421-6364
(Registrant’s telephone number, including area code)
 
Not Applicable
(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 8.01.  Other Events.
 
On November 27, 2018, Hemisphere Media Group, Inc. (the “Company”) issued a press release announcing the closing of the acquisition of a 75% equity interest in Snap Global, LLC.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Statements in this Current Report on Form 8-K, including the exhibit attached hereto and oral statements made from time to time by representatives of the Company may contain certain statements about the Company and its consolidated subsidiaries that are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These include, but are not limited to, statements relating to the Company’s future financial and operating results (including growth and earnings), plans, objectives, expectations and intentions and other statements that are not historical facts. These statements are based on the current expectations of the management of the Company and are subject to uncertainty and changes in circumstance, which may cause actual results to differ materially from those expressed or implied in such forward-looking statements. Without limitation, statements regarding the future effects of the acquisition and any statements preceded or followed by or that include the words “targets,” “plans,” “believes,” “expects,” “intends,” “will,” “likely,” “may,” “anticipates,” “estimates,” “projects,” “should,” “would,” “expect,” “positioned,” “strategy,” “future,” “potential,” “forecast,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on a number of assumptions that are subject to change. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements are discussed under the heading “Risk Factors” and “Forward-Looking Statements” in the Company’s most recent annual report on Form 10-K filed with the Securities and Exchange Commission (“SEC”), as they may be updated in any future reports filed with the SEC. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, the Company’s actual results, performance, or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and the Company undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.
 
Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits
 
Exhibit
No.
  
Description of Exhibit
99.1
  
 
 
 
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 thereunto duly authorized.
 
 
HEMISPHERE MEDIA GROUP, INC.
  
       
       
Date:  November 27, 2018
By:
/s/ Alex J. Tolston  
    Name: Alex J. Tolston  
   
Executive Vice President, General Counsel
and Corporate Secretary
  
       
 
 
 
 

 EX-99.1 2 eh1801269_ex9901.htm EXHIBIT 99.1
EXHIBIT 99.1
 

Hemisphere Media Group Finalizes Acquisition of 75% Equity Interest in Spanish-Language Content Distribution Company Snap TV


MIAMI, FL—November 27, 2018—Hemisphere Media Group, Inc. (NASDAQ: HMTV) (“Hemisphere”), the only publicly traded pure-play U.S. media company targeting the high growth U.S. Hispanic and Latin American markets with leading broadcast and cable television and digital content platforms, has finalized the acquisition of a 75% equity interest in Snap Global, LLC (“Snap TV”), a leading independent distributor of content in Latin America to broadcast, pay TV and OTT platforms.
Ariel Tobi, founder of Snap TV, joined Hemisphere as the Senior Vice President of Content Distribution and Production.  In his role, Tobi will oversee content licensing and the expansion of Hemisphere’s content distribution business. Tobi will also oversee Hemisphere and MarVista Entertainment’s new production joint venture committed to producing top-quality international television content. The joint operation will allow the two companies to apply their specific knowledge and expertise to address the growing international demand for world-class content.
“We have gotten to know Ariel and his team over past years, and we have tremendous respect for their knowledge, productivity and success in this fast-changing market. Ariel is a seasoned industry veteran and brings vast expertise in distribution and production, as well as wonderful relationships across the industry and a strong entrepreneurial mindset. We look forward to him spearheading Hemisphere’s growth initiative into international distribution as well as content development and production,” said Alan J. Sokol, President and CEO of Hemisphere.
“This is a very exciting time for us and we look forward to leveraging our global production, content creation, and distribution partnerships to expand Hemisphere’s international business strategy. We are happy to officially join the team and work with executive leadership as Hemisphere continues to scale its global content platform,” said Tobi.
While Tobi has relocated to Miami, FL, a small operation will remain in Buenos Aires.
About Hemisphere Media Group, Inc.: Hemisphere Media Group, Inc. (NASDAQ: HMTV) is the only publicly traded pure-play U.S. media company targeting the high growth U.S. Hispanic and Latin American markets with leading broadcast and cable television and digital content platforms. Headquartered in Miami, Florida, Hemisphere owns and operates five leading U.S. Hispanic cable networks, two Latin American cable networks, and the leading broadcast television network in Puerto Rico, and has ownership interests in a new broadcast television network in Colombia and a Spanish-language OTT service in the U.S and other digital assets.
About Snap TV: Snap TV was founded in 2009 in association with MarVista Entertainment as an independent production and distribution company. Snap TV tripled MarVista’s distribution business in Latin America and boosted its own distribution business by acquiring its own catalogue for the region. MarVista and Snap’s movies have aired in every Latin American country. Snap TV has produced original content for National Geographic and The History Channel and—together with MarVista—produced English-language TV movies for the global market.
About MarVista Entertainment: Founded in 2003, Los Angeles-based MarVista Entertainment is a leading independent entertainment studio that produces, acquires and distributes premium film and television content worldwide.  With a library showcasing nearly 2,500 hours of content, and with approximately 50 new movies per year added to the company’s distribution pipeline, MarVista has become one of the largest suppliers of movies to the worldwide marketplace. MarVista has an expansive distribution footprint spanning more than 125 global territories, and has grown to become a pre-eminent supplier of programming to major cable networks in the U.S., including Disney Channel/Disney XD, Lifetime, Hallmark Channel, NBC Universal, Nickelodeon, Viacom Networks, as well as key international broadcasters, cable networks and digital platforms including Netflix. MarVista’s recent projects include the Sundance Feature Bitch and Tribeca Film Festival’s, Seven Stages to Achieve Eternal Bliss, the first two films in a multi--project partnership deal with Elijah Wood’s Company X/Spectrevision; Rebel, the dramatic series from executive producer John Singleton that premiered on BET; King Kong Skull Island, a live-action series currently in development with Global Road Entertainment; and the original limited series Best Worst Week Ever for Netflix.
Contact Hemisphere Media Group, Inc.: Annalis Garrido / agarrido@hemispheretv.com
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