Hemisphere Media Group, Inc., a leading pure-play U.S. media company targeting the high growth U.S. Hispanic and Latin American markets with prominent broadcast, cable television and digital content platforms, today announced that it has entered into a definitive agreement to be acquired for $7.00 per share in cash by a subsidiary of Gato Investments LP (“Gato”), a portfolio investment of Searchlight Capital Partners, L.P. (“Searchlight”). The offer price per share of common stock represents a premium of approximately 86% over Hemisphere’s closing share price on May 6, 2022, the last trading day prior to announcement and a premium of approximately 63% over the 30-day volume weighted average share price for the period ended May 6, 2022. Upon completion of the transaction, Hemisphere will become a private company wholly-owned by Gato.
Concurrently with the entry into the definitive agreement with Gato, Hemisphere entered into a separate agreement to sell Pantaya, the leading Spanish language streaming platform in the U.S., to TelevisaUnivision in exchange for cash plus certain Puerto Rican radio assets including WKAQ AM and KQ105 FM currently owned by TelevisaUnivision. The TelevisaUnivision transaction is subject to customary closing conditions. Hemisphere contemplates using the net cash proceeds from the TelevisaUnivision transaction to promptly prepay Hemisphere’s outstanding senior secured term loans.
“We are pleased to have reached this agreement with Gato, which we believe is the right path forward for our organization and delivers immediate value and certainty to stockholders,” said Alan Sokol, Chief Executive Officer of Hemisphere. “We have worked tirelessly to create an extraordinary portfolio of assets, and this transaction is a direct reflection of the quality of our networks, growing audience, and premium news and entertainment outlets. As a private company, and with the support of Gato, we will have the ability to make long-term investments in content and innovation that will best serve Hemisphere’s audiences.”
“We have had a longstanding relationship with Hemisphere and this transaction will provide the Company with enhanced financial flexibility to achieve its goals,” said Eric Zinterhofer, founding partner of Searchlight. “Hemisphere is a leader in delivering news and entertainment to its growing audiences. We will continue to partner with the management team at Hemisphere to bring our communities the unique and important content they desire.”
Commenting on the transaction with TelevisaUnivision, Mr. Sokol added: “Pantaya will flourish under TelevisaUnivision’s ownership. Given the highly competitive video content market environment, the streaming service is best positioned as part of an organization that can provide it with the resources and investment it needs to scale and grow. In addition, Hemisphere’s acquisition of certain TelevisaUnivision Puerto Rican radio stations including WKAQ AM and KQ105 FM will be an ideal complement to WAPA, Puerto Rico’s leading broadcast network. In addition, post transaction closure we will continue to work closely with the TelevisaUnivision Uforia programming team who will leverage its deep music experience to continue to program the KQ105 FM station.”
“The acquisition of Pantaya’s digital assets, including renowned titles like ‘Señorita 89’ and ‘A La Mala’, is an exciting opportunity to build upon our strategic growth plan as we continue to redefine the global streaming landscape,” said TelevisaUnivision President and Chief Transformation Officer Pierluigi Gazzolo. “We look forward to welcoming the Pantaya team, the existing subscribers and having access to the content assets which perfectly complement TelevisaUnivision’s industry-leading library.”
Additional Transaction Details
A special committee (the “Special Committee”) of the Board of Directors of Hemisphere (the “Board”), comprised solely of independent and disinterested directors and advised by its own independent legal and financial advisors, unanimously recommended that the Board approve the transaction and determined it was in the best interests of Hemisphere and its disinterested shareholders. Acting upon the recommendation of the Special Committee, the members of the Board unanimously approved the transaction and recommends that shareholders vote in favor of the transaction.
The merger agreement includes a 30-day “go-shop” period expiring June 7, 2022, during which Hemisphere may actively solicit and consider alternative acquisition proposals. There can be no assurances that the “go-shop” process will result in a superior proposal, and Hemisphere does not intend to communicate developments regarding the process unless and until Hemisphere determines that additional disclosure is required or desirable.
The merger is expected to close in the third quarter of 2022, subject to the satisfaction of customary closing conditions, including approval by Hemisphere stockholders, receipt of certain regulatory approvals and the consummation of the TelevisaUnivision transaction.
Advisors
Moelis & Company LLC and PJT Partners LP are serving as financial advisors and Davis Polk & Wardwell LLP is serving as legal advisor to Hemisphere’s Special Committee. Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to Hemisphere.
Searchlight is being advised on the transaction by Latham & Watkins LLP and Gato is being advised by Covington & Burling LLP.
TelevisaUnivision is being advised by Hogan Lovells US LLP.
Financing is being provided by Wells Fargo, Truist Bank, Truist Securities, Inc., Fifth Third Bank, N.A., Deutsche Bank AG New York Branch and Deutsche Bank Securities Inc.
Additional Information and Where to Find It
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. In connection with the proposed transaction between the Company and a subsidiary of Gato Investments LP, the Company will file relevant materials with the SEC, including the Proxy Statement, and the parties will jointly file the Schedule 13e-3. This communication is not a substitute for the Proxy Statement or any other document that the Company may file with the SEC or send to its stockholders in connection with the proposed transaction. THE COMPANY URGES YOU TO READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors will be able to obtain a free copy of the Proxy Statement, the Schedule 13e-3 and other related documents (when available) filed by the Company with the SEC at the website maintained by the SEC at www.sec.gov. Investors also will be able to obtain a free copy of the Proxy Statement, the Schedule 13e-3 and other documents (when available) filed by the Company with the SEC by accessing the Investors section of the Company’s website at https://hemispheretv.com/home/default.aspx.
Participants in Solicitation
The Company and certain of its directors, executive officers and employees may be considered to be participants in the solicitation of proxies from the Company’s stockholders in connection with the proposed transaction. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of the Company in connection with the proposed transaction, including a description of their respective direct or indirect interests, by security holdings or otherwise, will be included in the Proxy Statement when it is filed with the SEC. You may also find additional information about the Company’s directors and executive officers in the Company’s definitive proxy statement for its 2022 annual meeting of stockholders, which was filed with the SEC on April 1, 2022, or in its Annual Report on Form 10-K for the year ended December 31, 2021, which was filed with the SEC on March 16, 2022, and in other documents filed by the Company with the SEC. You can obtain free copies of these documents from the Company using the contact information above.
Contacts:
Edelman Financial Communications for Hemisphere Media Group
Danielle O’Brien
917-444-6325
Danielle.obrien@edelman.com