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): May 7, 2015
HEMISPHERE MEDIA GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
|
Delaware |
|
001-35886 |
|
80-0885255 |
2000 Ponce de Leon Boulevard
Suite 500
Coral Gables, FL 33134
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
On May 7, 2015, Hemisphere Media Group, Inc. (the “Company”) issued a press release announcing the pricing of a secondary public offering of 3,195,583 shares of its Class A common stock at a public offering price of $12.00 per share. The shares being offered are being sold by certain stockholders of the Company and the Company will not receive any of the proceeds from the sale of their shares. In addition, the underwriters have a 30-day option to purchase from the Company up to an additional 479,337 shares of Class A common stock.
A copy of the Company’s press release is attached hereto as Exhibit 99.1.
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 (the “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
|
Exhibit |
|
Description of Exhibit |
|
99.1 |
|
Press Release issued by the Company on May 7, 2015 |
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: May 8, 2015 |
By: |
/s/ Alex J. Tolston |
|
|
|
Name: Alex J. Tolston |
|
|
|
General Counsel and Corporate Secretary |
Exhibit 99.1
Hemisphere Media Group Announces Pricing of Secondary Public Offering
May 7, 2015
MIAMI, FL — May 7, 2015 — Hemisphere Media Group, Inc. (NASDAQ:HMTV) (“Hemisphere” or the “Company”) today announced the pricing of a secondary public offering of 3,195,583 shares of its Class A common stock at a public offering price of $12.00 per share. The shares being offered are being sold by certain stockholders of the Company and the Company will not receive any of the proceeds from the sale of their shares. In addition, the underwriters have a 30-day option to purchase from the Company up to an additional 479,337 shares of Class A common stock. The offering is expected to close on or around May 13, 2015, subject to customary closing conditions.
RBC Capital Markets, LLC is acting as the lead bookrunning manager of the offering. Guggenheim Securities, LLC and Stifel, Nicolaus & Company, Incorporated are acting as joint bookrunning managers of the offering, and Maxim Group LLC is acting as a co-manager of the offering. A registration statement relating to these securities has been filed with, and declared effective on May 7, 2015, by the U.S. Securities and Exchange Commission (the “SEC”).
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of such shares of Class A common stock in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering of these securities is being made only by means of a prospectus, copies of which may be obtained, when available, from the offices of RBC Capital Markets, LLC, Attention: Equity Syndicate; 200 Vesey Street, 8th Floor, New York, NY 10281-8098; Phone: 877-822-4089; Fax: 212-428-6260; Email: equityprospectus@rbccm.com.
Forward-Looking Statements
This press release may contain certain statements about Hemisphere 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 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 SEC, as they may be updated in any future reports filed with the SEC, including the Form S-3 filed with the SEC for the offering for which this press release relates. 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 (NASDAQ:HMTV) is the only publicly-traded pure-play U.S. Spanish-language TV/cable network business serving the high-growth U.S. Hispanic population. 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.
For Hemisphere Media Group, Inc.:
Robin Weinberg/Patrick Scanlan, 212-687-8080
Source: Hemisphere Media Group, Inc.