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): August 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 8.01.  Other Events.
 
On August 15, 2018, Hemisphere Media Group, Inc. (the “Company”) issued a press release announcing that the Company's Board of Directors authorized the Company to repurchase up to an aggregate amount of $25,000,000 of the Company's Class A common stock, par value $0.0001 per share (“Class A common stock”).

The Company’s press release announcing the approval of the program is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.
 
Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits
 
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:  August 15, 2018
By:
/s/ Alex J. Tolston  
    Name: Alex J. Tolston  
   
Executive Vice President, General Counsel
and Corporate Secretary
 
       
 
 

EXHIBIT INDEX

Exhibit
No.
 
Description of Exhibit
99.1
 
Press Release issued by the Company on August 15, 2018
 
 
 
 
 
 


EXHIBIT 99.1
 
Hemisphere Media Group Announces New $25
Million Share Repurchase Plan


MIAMI, FL— August 15, 2018-- Hemisphere Media Group, Inc. (NASDAQ:HMTV) ("Hemisphere" or the "Company"), announced today that its Board of Directors has authorized the Company to repurchase its Class A common stock in the open market for an aggregate purchase price of up to $25 million. This stock repurchase program is designed to return value to Hemisphere stockholders, and the Company anticipates utilizing this repurchase program opportunistically from time to time as deemed appropriate.  It complements the company's existing $25 million repurchase program.
“This new authorization highlights the Board and management team’s continued confidence in our unique portfolio and business outlook, our strong cash flow generation and our focus on returning capital to shareholders,” said Alan Sokol, Chief Executive Officer of Hemisphere.  “Our capital allocation priorities have not changed, and we will continue to evaluate attractive M&A opportunities and invest in our business to capitalize on our growth initiatives.  We remain committed to strategically deploying capital where we believe we can create long-term value for our shareholders.”
 
The new repurchase program may be implemented through open market repurchases or privately negotiated transactions, at management’s discretion, based on market and business conditions, applicable contractual and legal requirements and other factors. There is no guarantee as to the exact number of shares that will be repurchased under the plan.  The new stock repurchase program does not obligate Hemisphere to acquire any specific amount of common stock and the Plan may be suspended or discontinued at any time in the Company's sole discretion.
 
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, 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.
 
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 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 Canal 1, the #3 national broadcast television network in Colombia, Pantaya, a Spanish-language OTT service in the U.S., and other digital assets.
 
Source: Hemisphere Media Group, Inc.

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
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