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): June 15, 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 7.01.  Regulation FD Disclosure.
 
On June 15, 2018, Hemisphere Media Group, Inc. (the “Company”) issued a press release with announcing the restoration of WAPA Television and WAPA Deportes on DIRECTV in Puerto Rico.  A copy of the Company’s joint 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
 
Exhibit
No.
 
Description of Exhibit
99.1
 
 

 
EXHIBIT INDEX

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:  June 15, 2018
By:
/s/ Alex J. Tolston  
    Name: Alex J. Tolston  
   
Executive Vice President, General Counsel
and Corporate Secretary
 
       
 
 
 


EXHIBIT 99.1
 

Puerto Rico’s WAPA Television and WAPA Deportes Reach Multi-Year Retransmission Consent Agreement with DIRECTV in Puerto Rico

WAPA TV and WAPA Deportes Immediately Restored on DIRECTV Puerto Rico
MIAMI, FL—Friday, June 15, 2018— Hemisphere Media Group, Inc. (NASDAQ: HMTV) (“Hemisphere” or the “Company”), 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, today announced that Puerto Rico’s highest-rated broadcast network WAPA Television and the island’s leading sports network WAPA Deportes have been restored to DIRECTV customers in Puerto Rico as of June 14, 2018, after the two companies reached a new multi-year retransmission consent agreement.
WAPA offers approximately 60 hours a week of original news and entertainment programming – including the island’s only local morning news and nightly 11 p.m. newscast – and has been a key source of news and information for Puerto Rican communities working to rebuild after the devastation caused by Hurricane Maria. When Hurricane Maria struck and severed WAPA’s local transmission capabilities, DIRECTV Puerto Rico provided critical technical support to help WAPA restore those communications.
“WAPA has been Puerto Rico’s ratings leader for nine consecutive years, and we’re pleased to have reached a new agreement with DIRECTV so our viewers can continue enjoying the #1 television network and leading sports channel in Puerto Rico,” said Alan J. Sokol, President and CEO of Hemisphere Media Group, Inc. “We look forward to our continued partnership for years to come.”
“We have had a longstanding relationship with WAPA and WAPA Deportes in service of the local Puerto Rico community,” said José Juan Dávila, Vice President and General Manager for AT&T Puerto Rico/USVI. “We are pleased to be able to restore these channels to our customers.”
Now that the two channels are back, DIRECTV homes regain their usual access to “Mother,” currently the highest-rated program in Puerto Rico, as well as exclusive programming events like Miss Universe Puerto Rico. Viewers also have access to the exclusive sports programming on WAPA Deportes, including the MLB and Puerto Rico Basketball League (BSN, for its Spanish acronym) seasons, as well as the 2018 World Series and BSN playoffs.

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.
 

 
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 Hemisphere’s business and the advertising market in Puerto Rico as well as Hemisphere’s customers, employees, third-party vendors and suppliers, the effect on retransmission and subscriber fees that Hemisphere receives, the timing under which power is fully restored to all of Puerto Rico, short and long-term migration shifts in Puerto Rico, Hemisphere’s ability to timely and fully recover proceeds under our insurance policies, Hemisphere’s ability to close the acquisition of Snap TV, Hemisphere’s ability to successfully integrate the acquired assets and achieve anticipated synergies, 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 headings “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.

Investor Relations Contact
Edelman Financial Communications for Hemisphere Media Group
Danielle O’Brien
646.277.1289
Danielle.obrien@edelman.com

Media Contacts
Hemisphere Media Group
Katie Melenbrink
646.705.2874
kmelenbrink@hemispheretv.com

WAPA Television
Migdaliz Martinez
787.793.2232
Migdaliz.ortiz@wapa-tv.com