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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): January 12, 2022

 

 

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 January 12, 2022, Hemisphere Media Group, Inc. (the “Company”) issued a press release announcing the launch of five of the Company’s cable networks on fuboTV, Inc.’s live-streaming platform in the U.S. and Puerto Rico.

 

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 future filings by us with the Securities and Exchange Commission (the “SEC”), our press releases and oral statements made by, or with the approval of, our authorized personnel, that relate to our future performance or future events, may contain certain statements about the Company  and its consolidated subsidiaries that do not directly or exclusively relate to historical facts. These statements are, or may be deemed to be, “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are necessarily estimates reflecting the best judgment and current expectations, plans, assumptions and beliefs about future events (in each case subject to change) of our senior management and management of our subsidiaries (including target businesses) and involve a number of risks, uncertainties and other factors, some of which may be beyond our control that could 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,” “could,” “might,” “expect,” “positioned,” “strategy,” “future,” “potential,” “forecast,” or words, phrases or terms of similar substance or the negative thereof, are forward-looking statements. These include, but are not limited 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. We claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. Forward-looking statements are not guarantees of performance. 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 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, our actual results, performance, or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Additionally, many of these risks are currently amplified by and may, in the future, continue to be amplified by the prolonged impact of the COVID-19 pandemic. 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   Press Release issued by the Company on January 12, 2022

104.1

 

Cover Page Interactive Data File (embedded within the Inline XBRL document) 

 

 

   

 

 

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: January 12, 2022

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 Networks Coming to fuboTV

 

WAPA América, Cinelatino, Pasiones, CentroAméricaTV and Televisión Dominicana To

Launch in the Live TV Streaming Platform’s Latino Plan

 

MIAMI, FL—January 12, 2022—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, cable television and digital content platforms, today announced that it has struck a multi-year carriage agreement with fuboTV, Inc. (NYSE: FUBO), the leading sports-first live TV streaming platform. As a result of the partnership, all five Hemisphere cable networks—WAPA América*, Cinelatino, Pasiones, CentroAméricaTV and Televisión Dominicana, which serve the U.S. Hispanic/Latino market at large and cater to specific segments within the community with targeted, culturally relevant content—will be available in HD to subscribers of fuboTV’s Latino channel plan in the U.S. and Puerto Rico in Q1 of 2022. The partnership will give subscribers access to the Hemisphere networks’ vast content offering, which includes top-rated news and entertainment programming from Puerto Rico, blockbusters and critically acclaimed films from Mexico, Latin America, Spain, and the Caribbean, hit international telenovelas and drama series, and sports programming and critical news from Central America and the Dominican Republic.

“Virtual MVPD platforms continue to experience robust growth, and we applaud our partners at fuboTV for seeking to offer a comprehensive viewing experience to consumers, particularly Hispanic/Latino viewers, by providing them with the high-quality differentiated content they seek,” said Alan J. Sokol, President and CEO of Hemisphere Media Group. “As content providers, it is imperative to stay at the forefront of new technologies and platforms, growing and developing with them, and so we look to create partnerships that keep us at the vanguard of the industry, simultaneously improving our ability to serve our audiences and deliver on our mission. We are thrilled about this new partnership which further amplifies our offering and allows us to improve our reach in markets populated by the communities we serve.

 

For further information, visit the fuboTV website.

 

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 television, streaming and digital content platforms. Headquartered in Miami, Florida, Hemisphere owns and operates five leading U.S. Hispanic cable networks, two Latin American cable networks, the leading broadcast television network in Puerto Rico, the leading Spanish-language subscription streaming service in the U.S., a Spanish-language content distribution company and has an ownership interest in a leading broadcast television network in Colombia.

 

Contact Hemisphere: Isabel Nieto / inieto@hemispheretv.com

 

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*WAPA América is not available in Puerto Rico