Entravision Communications Corp. Enters and Terminates Agreements

TL;DR

Entravision just signed and axed some deals. Details TBD.

AI Summary

On June 13, 2024, Entravision Communications Corp. entered into a Material Definitive Agreement and also terminated a Material Definitive Agreement. The filing does not provide specific details on the nature of these agreements or any associated dollar amounts.

Why It Matters

This filing indicates significant changes in Entravision's contractual relationships, which could impact its business operations and financial standing.

Risk Assessment

Risk Level: medium — The filing indicates significant changes in material agreements without providing immediate clarity on the implications, creating uncertainty.

Key Players & Entities

• Entravision Communications Corp. (company) — Registrant
• June 13, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $16.4 million — a total purchase price of approximately $16.4 million in cash, subject to adjustments for wor
• $6.5 m — aDonuts Founders an aggregate amount of $6.5 million, and (ii) upon receipt of the pay

Filing Documents

• evc-20240613.htm (8-K) — 43KB
• evc-ex10_1.htm (EX-10.1) — 339KB
• evc-ex10_2.htm (EX-10.2) — 71KB
• evc-ex99_1.htm (EX-99.1) — 9KB
• 0000950170-24-073370.txt ( ) — 630KB
• evc-20240613.xsd (EX-101.SCH) — 24KB
• evc-20240613_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 13, 2024, Entravision Digital Holdings, LLC (the "Seller"), a wholly-owned subsidiary of Entravision Communications Corporation (the "Company"), entered into an agreement to sell its equity interests in MediaDonuts Pte. Ltd. ("MediaDonuts") and Redmas Ventures S.L. ("Redmas", and collectively with MediaDonuts, the "Target Companies") to IMS Internet Media Services, Inc. ("IMS"), pursuant to an Equity Purchase Agreement entered into on the same date (the "Purchase Agreement") among the Seller, the Company and IMS. The Target Companies and their subsidiaries collectively do business as part of Entravision Global Partners, the Company's digital commercial partnerships business, in certain countries in Asia and Latin America. IMS is an affiliate of Aleph Group, a global digital advertising company. Upon the terms and subject to the conditions set forth in the Purchase Agreement, IMS agreed to purchase (the "Purchase") 100% of the issued and outstanding shares of Target Companies for a total purchase price of approximately $16.4 million in cash, subject to adjustments for working capital and other items. The Purchase Agreement also contains representations, warranties, covenants, and indemnities of the parties thereto. The Purchase is expected to close on or around June 28, 2024 ("Closing"), following the satisfaction of, and subject to, customary closing conditions. On June 13, 2024, the Seller and the Company also entered into an Assignment, Assumption and Release Agreement (the "Assignment") with IMS and the parties who sold MediaDonuts to the Seller on July 1, 2021 (the "MediaDonuts Founders"). Pursuant to the Assignment, the parties thereto agreed, at Closing, for the Seller and the Company to assign to IMS that Earn-Out Agreement dated July 1, 2021 between the Seller, the Company and the MediaDonuts Founders (the "Earn-Out Agreement").

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. The disclosure set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On June 14, 2024, the Company issued a press release regarding the events described in Item 1.01 and Item 1.02. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information set forth under this Item 7.01 is furnished pursuant to Item 7.01 and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into any registration document or other document filed by the Company.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. 10.1 Equity Purchase Agreement by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation (solely for purposes of Section 6.2) and IMS Internet Media Services, Inc. 10.2 Assignment, Assumption and Release Agreement by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation, IMS Internet Media Services, Inc. and the MediaDonuts seller parties thereto 99.1 Press Release issued on June 14, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: June 14, 2024 By: /s/ Michael Christenson Michael Christenson, Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR