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): December 18, 2019
 
 
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 December 18, 2019, Hemisphere Media Group, Inc. (the “Company”) issued a press release announcing the entry into a multi-year agreement to restore WAPA Television on DISH Network in Puerto Rico and WAPA America on DISH Network in the U.S., as well as the entry into a multi-year renewal agreement for the distribution of CentroAméricaTV on DishLATINO in the U.S.

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 and oral statements made from time to time by representatives of the Company may contain certain statements about the Company 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, statements relating 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. These statements are based on the current expectations of the management of the Company 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, statements regarding the future effects of the amendment and 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,” “potential,” “forecast,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. 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 the Company’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, the Company’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 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
 




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:  December 18, 2019
By:
/s/ Alex J. Tolston  
   
Name: Alex J. Tolston
Title: Executive Vice President, Chief Legal Officer
and Corporate Secretary
 
       
 
 
 

EXHIBIT 99.1


Hemisphere Media Group Reaches Multi-Year Distribution Agreement with DISH Network to
Restore WAPA Televisión in Puerto Rico and WAPA América in the U.S.

DISH Has Also Entered into Multi-Year Renewal for CentroAméricaTV

MIAMI, December 18, 2019 /PRNewswire/ -- 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 the Company has reached a multi-year agreement with DISH Network to restore Puerto Rico’s highest-rated broadcast network WAPA Televisión, the Island’s leading sports network WAPA Deportes, and U.S. cable network WAPA América, to its service. The two companies reached agreement after lengthy negotiations since the networks went dark on Thursday, October 24, 2019. Distribution of WAPA Television and WAPA Deportes was restored on December 16, 2019, and distribution of WAPA America will resume in January.  In addition, DISH has entered into a multi-year renewal to distribute CentroAméricaTV on DishLATINO in the U.S.
“We are deeply grateful to our viewers for their loyalty and support during our time off air, and are pleased to have reached an agreement with DISH, allowing our loyal audience to once again enjoy the news, entertainment and sports from the #1 television network in Puerto Rico,” said Alan J. Sokol, President and CEO of Hemisphere Media Group, Inc., WAPA’s parent company. “We are also pleased that DISH also will continue to distribute CentroAméricaTV, reflecting the importance and value of these networks to Hispanics living in the U.S.”
WAPA Televisión has been Puerto Rico’s uninterrupted ratings leader for 10 consecutive years, with an average primetime household rating of 15 and 33% audience share in 2019. Offering nearly 70 hours of original news and entertainment programming per week—including the island’s only local morning and 11 p.m. newscasts—WAPA offers more original programming than the local Telemundo and Univision stations combined.
Separately, WAPA Deportes is Puerto Rico’s leading sports channel, with more than a 60% share of all sports viewing year-to-date. The channel also has higher ratings than those of the ESPN channels in Puerto Rico combined. WAPA Deportes features Major League Baseball, including the exclusive rights to the All-Star Game and the World Series, the Baloncesto Superior Nacional (Puerto Rico’s professional basketball league), the Island’s most popular professional sports league, the National Basketball Association, and championship boxing.

WAPA América has proven to be an indispensable source of news and entertainment for U.S.-based Puerto Ricans, the country’s largest Hispanic group after Mexicans. Year-to-date, WAPA América is the #2 highest rated Spanish-language entertainment network overall in early fringe, coming only behind Galavisión.
CentroAméricaTV is the leading network targeting Central Americans living in the U.S., the third-largest U.S. Hispanic group, featuring the most popular news, entertainment and soccer programming from Central América, and is the exclusive home of the national soccer leagues of El Salvador, Honduras and Costa Rica.
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 Américan markets with leading television and digital content platforms. Headquartered in Miami, Florida, Hemisphere owns and operates five leading U.S. Hispanic cable networks, two Latin Américan cable networks, the leading broadcast television network in Puerto Rico, and has ownership interests in a leading broadcast television network in Colombia, a Spanish-language content distribution company, and a Spanish-language OTT service in the U.S.
Contact:
Edelman Financial Communications for Hemisphere Media Group
Danielle O'Brien
(212) 704-8166
Danielle.obrien@edelman.com