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): September 29, 2017

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 7.01. Regulation FD Disclosure.

On September 29, 2017, Hemisphere Media Group, Inc. (the “Company”) issued a press release discussing the impact of Hurricane Maria on its business.  A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Current Report on Form 8-K, including the exhibit attached hereto, is furnished solely pursuant to Item 7.01 of this Current Report on Form 8-K. Consequently, it is not deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Securities Act of 1933, as amended, or the Exchange Act if such subsequent filing specifically references this Current Report on Form 8-K.

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits

ExhibitNo.	Description of Exhibit
99.1	Press Release issued by the Company on September 29, 2017

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: September 29, 2017	By:	/s/ Alex J. Tolston
		Name: Alex J. Tolston
		Executive Vice President, General Counsel and Corporate Secretary

EXHIBIT INDEX

ExhibitNo.	Description of Exhibit
99.1	Press Release issued by the Company on September 29, 2017

EX-99.1

EXHIBIT 99.1

 

Hemisphere Media Group Provides Information Regarding Hurricane Maria

MIAMI, FL – September 29, 2017 – Hemisphere Media Group, Inc. (NASDAQ:HMTV) (“Hemisphere” or the “Company”) today provided the following statement regarding the impact of Hurricane Maria on its business.

President and Chief Executive Officer of Hemisphere, Alan Sokol, said: “First and foremost, I am grateful that all of our staff and employees in Puerto Rico are safe.  Hurricane Maria caused widespread devastation across the entire island of Puerto Rico and many of our employees are grappling with personal loss.  We are working closely with our Puerto Rican team to provide support and assistance to our employees, as well as all others affected by the hurricane.

As a result of the extraordinary scope and power of Hurricane Maria, there has been disruption to our business in Puerto Rico.  While there was limited damage to our studios and offices, one of our three transmission towers was significantly damaged.  The other two towers incurred only minimal damage.  We are working to assess the full extent of the damage to the towers, as well as establishing a timeline for the necessary repairs.  Presently, we have an interim solution through which we have been transmitting WAPA’s signal, while we evaluate alternate transmission solutions.  We believe we will be able to identify one or more acceptable solutions.

Beyond physical damage, the extraordinary situation in Puerto Rico will adversely affect WAPA’s business in the coming months.  Resulting disruption from the storm, coupled with the uncertainty regarding timing for recovery of power and possible declines in television households, will have an adverse effect on revenue for several months. It is too soon to determine the timing for the recovery of business in Puerto Rico, which will largely depend on restoration of power to the island and the pace and progress of the rebuilding and recovery efforts. During the recovery period, we will be carefully managing our expenses to mitigate the impact of revenue losses, to the extent possible. We are confident that the federal government will provide substantial financial and logistical support, which, together with the resolve of Puerto Ricans, will result in a strong recovery.

Although we are still estimating the impact of the property damage, we do expect insurance will cover most of the replacement costs, subject to deductibles and other costs. We also anticipate that a portion of the adverse impact to the operations of our business will be mitigated through business interruption insurance, although it will likely not offset the full extent of the revenue loss.  There can be no assurances of the timing and amount of proceeds we may recover under our insurance policies.

In the meantime, in order to continue to serve Puerto Ricans necessary and vital news and information, our studios and production facilities have been operating continuously via backup generators throughout and following the storm.  Presently, WAPA is producing in-studio and on-location coverage of the aftermath of the hurricane to those on the island who are able to receive our signal.  Additionally, all of our news coverage is being simulcast on WAPA America, providing Puerto Ricans and other interested viewers living in the U.S. with the only continuous coverage of this crisis. Many of our U.S. pay television distribution partners have temporarily made our WAPA America signal available to all of their subscribers, reflecting the importance of our network, and substantially expanding WAPA America’s reach and coverage.

As a result of Hurricane Maria and the associated uncertainty around the timing of the recovery in Puerto Rico, we are withdrawing our previously-provided full year 2017 Adjusted EBITDA guidance.”

Forward-Looking Statements

Statements in this press release and oral statements made from time to time by representatives of Hemisphere may contain certain statements about Hemisphere 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, the effects of Hurricane Maria in the short and long-term on our business and the advertising market in Puerto Rico as well as our customers, employees, third-party vendors and suppliers, the effect on retransmission fees that we receive, our ability to secure access to diesel fuel until power is restored to Puerto Rico, our ability to timely and fully recover proceeds under our insurance policies, statements relating to Hemisphere’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 Hemisphere 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, 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,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. In addition, 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 Hemisphere’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, Hemisphere’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 Hemisphere undertakes no obligation to update publicly such statements to reflect subsequent events or circumstances.

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.

Contact:

Erica Bartsch

Sloane & Company

212-446-1875

ebartsch@sloanepr.com