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 2, 2021

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	HMTV	The NASDAQ Stock Market LLC

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 2, 2021, Hemisphere Media Group, Inc. (the “Company”) issued a press release announcing that John Garcia has joined as the Company’s Executive Vice President, Sales & Revenue, effective November 2, 2021, responsible for growing and overseeing sales across all content pipelines at the Company, including at Pantaya, the Company’s premium subscription streaming service and Snap Media, the Company’s content distribution business.

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 future filings by us with the Securities and Exchange Commission (the “SEC”), our press releases and oral statements made by, or with the approval of, our authorized personnel, that relate to our future performance or future events, may contain certain statements about the Company  and its consolidated subsidiaries that do not directly or exclusively relate to historical facts. These statements are, or may be deemed to be, “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are necessarily estimates reflecting the best judgment and current expectations, plans, assumptions and beliefs about future events (in each case subject to change) of our senior management and management of our subsidiaries (including target businesses) and involve a number of risks, uncertainties and other factors, some of which may be beyond our control that could 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,” “could,” “might,” “expect,” “positioned,” “strategy,” “future,” “potential,” “forecast,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These include, but are not limited 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. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. Forward-looking statements are not guarantees of performance. 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 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, our actual results, performance, or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Additionally, many of these risks are currently amplified by and may, in the future, continue to be amplified by the prolonged impact of the COVID-19 pandemic. 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	Press Release issued by the Company on November 2, 2021
104.1	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 2, 2021	By:	/s/ Alex J. Tolston
		Name: Alex J. Tolston
		Title: Executive Vice President, Chief Legal Officer and Corporate Secretary

EX-99.1

EXHIBIT 99.1

 

Hemisphere Media Group Names

New EVP of Sales & Revenue

Miami, FL—November 2, 2021—Hemisphere Media Group, Inc. (HMTV), the only publicly traded pure-play U.S. media company targeting the high-growth U.S. Hispanic and Latin American markets with leading television, streaming and digital content platforms, today announced that John A. Garcia will join the company as Executive Vice President of Sales & Revenue. A seasoned executive, Mr. Garcia will be responsible for growing and overseeing sales across all production pipelines and will play a key role in the company’s expansion to new client segments.

“We are so fortunate to have John Garcia join our team and lead our international sales and strategic partnerships business,” said Alan J. Sokol, president & CEO of Hemisphere Media Group. “John is a global leader in international television. As we expand our production for Pantaya and our HMTV channels, John is the perfect executive to establish innovative partnerships, ad sales, and distribution strategies.”

“I strongly believe in Hemisphere Media Group’s leadership and strategy; their focus on super-serving the content needs and interests of the Hispanic/Latino market in an innovative manner, as well as their leadership position in the SVOD space, motivated me to become part of their already impressive leadership team. The company has tremendous growth potential, and I am delighted to be joining the HMTV family.” said Mr. Garcia. 

Mr. Garcia is a global leader, most recently helming all of Warner Bros. International Television Distribution’s (WBITD) program licensing activities—overseeing sales, windowing strategies, marketing, and distribution—throughout Latin America.

Prior to this role, Garcia served as Deputy Managing Director of WBITD’s sales office in Madrid, overseeing the division’s activities, including inter-company synergies, content licensing, advertising sales, and co-productions throughout Southern Europe, including Spain, Italy, Portugal, Greece, Turkey, and Cyprus.

About Hemisphere Media Group, Inc.

Hemisphere Media Group, Inc. (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 television, streaming and digital content platforms. Headquartered in Miami, Florida, Hemisphere owns and operates five leading U.S. Hispanic cable networks, two Latin American cable networks, the leading broadcast television network in Puerto Rico, the leading Spanish-language subscription streaming service in the U.S., a Spanish-language content distribution company and has an ownership interest in a leading broadcast television network in Colombia.

Contact Hemisphere Media Group, Inc.: Isabel Nieto / inieto@hemispheretv.com

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Cover	Nov. 02, 2021
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 02, 2021
Entity File Number	001-35886
Entity Registrant Name	HEMISPHERE MEDIA GROUP, INC.
Entity Central Index Key	0001567345
Entity Tax Identification Number	80-0885255
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4000 Ponce de Leon Boulevard
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Coral Gables
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33146
City Area Code	305
Local Phone Number	421-6364
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	HMTV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false