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): ~~July~~ 28August 8, 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 2.02. Results of Operations and Financial Condition.

On ~~July 28~~August 8, 2022, Hemisphere ~~Media~~ Media Group, Inc. (the “Company”) issued a press release ~~presenting~~announcing ~~certain~~its ~~preliminary information regarding the financial condition and~~ results of operations ~~of the Company~~ for the ~~periods~~quarter ended June 30, 2022. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference into this item.

~~This~~Within ~~information is being provided to facilitate~~ the ~~financing~~Company’s ofpress ~~the~~release, ~~transactions contemplated by~~ the ~~previously disclosed Agreement~~Company ~~and~~makes ~~Plan~~reference ofto ~~Merger (~~the ~~“Merger~~non-GAAP ~~Agreement”),~~financial ~~dated~~measure as“Adjusted ~~of May 9~~EBITDA, ~~2022,~~” ~~among~~which ~~the~~has ~~Company, Hemisphere Media Holdings, LLC,~~ a ~~Delaware~~directly ~~limited~~comparable ~~liability~~generally ~~company~~accepted ~~and~~accounting ~~wholly~~principles ~~owned indirect subsidiary of the Company~~ (“~~Holdings LLC~~GAAP”), ~~HWK Parent,~~financial ~~LLC,~~measure. Management auses ~~Delaware~~this ~~limited~~measure ~~liability~~to ~~company~~assess ~~(“Parent”),~~the ~~HWK~~operating ~~Merger Sub~~results ~~1, Inc., a Delaware corporation~~ and ~~wholly owned subsidiary~~ performance of ~~Parent~~the ~~(“Merger Sub 1”)~~business, ~~and~~ ~~HWK~~perform ~~Merger~~analytical ~~Sub~~comparisons ~~2, LLC, a Delaware limited liability company~~ and ~~wholly~~identify ~~owned~~strategies ~~subsidiary~~to ofimprove ~~Merger~~performance. Management ~~Sub~~believes 1Adjusted ~~(“Merger Sub~~EBITDA 2,is ~~pursuant~~relevant to ~~which,~~investors ~~subject~~because toit ~~the~~allows ~~satisfaction~~them orto ~~waiver~~analyze ~~of certain conditions and on~~ the ~~terms~~ ~~set~~operating ~~forth~~performance ~~therein,~~of ~~(i) Merger Sub 1 will merge with and into~~ the Company,’s ~~with~~business ~~the~~using ~~Company as~~ the ~~surviving~~same ~~corporation (the “Company~~metrics ~~Merger”)~~used ~~and~~by ~~(ii)~~management ~~substantially simultaneously with the Merger, Merger Sub 2 will merge with~~ and ~~into~~is ~~Holdings~~important ~~LLC,~~to ~~with~~investors’ ~~Holdings~~understanding ~~LLC~~of as the ~~surviving company (together with the~~ Company’s ~~Merger, the “Mergers”)~~business. ~~Parent is a subsidiary of Gato Investments LP, a portfolio investment of Searchlight Capital Partners, L.P.~~

The information ~~referenced~~included ~~under~~in ~~Item 2.02 of~~ this Current Report on Form 8-K, isincluding ~~being~~the “exhibit attached hereto, is furnished” ~~under~~solely “pursuant to Item 2.02. ~~Results~~ of ~~Operations~~this ~~and~~Current ~~Financial~~Report ~~Condition”~~on ~~and~~Form 8-K. Consequently, asit ~~such,~~is ~~shall~~ not be deemed ~~to be “~~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,. ~~nor~~It ~~shall~~may ~~the~~only ~~information~~ be ~~deemed~~ incorporated by reference in ~~any~~another ~~filings~~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 79.01. ~~Regulation~~Financial FDStatements ~~Disclosure~~and Exhibits.

The Company expects to make a presentation to lenders and prospective lenders in connection with the financing of the Company Merger. Certain information disclosed in this presentation has not been previously publicly reported. A copy of the lender presentation is attached as Exhibit 99.2 to this report and incorporated herein by reference.(d) Exhibits

The information referenced under Item 7.01 of this Current Report on Form 8-K is being “furnished” under “Item 7.01. Regulation FD Disclosure” and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall the information be deemed incorporated by reference in any filings under the Securities Act or the Exchange Act.

Exhibit No.		Description of Exhibit
99.1		Press Release issued by the Company on August 8, 2022
104.1		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Additional Information and Where to Find It~~SIGNATURES

~~This~~Pursuant ~~report is not intended~~ to ~~and does not constitute an offer to sell or~~ the ~~solicitation~~requirements 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~~Securities inExchange ~~any~~Act ~~jurisdiction in contravention~~ of ~~applicable law. In connection with the proposed transaction between the Company and a subsidiary of Gato Investments LP~~1934, the ~~Company~~Registrant has ~~filed~~duly ~~relevant~~caused ~~materials~~this ~~with the SEC, including the Proxy Statement, and the parties have jointly filed the Schedule 13e-3. This~~ report ~~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~~signed toon ~~obtain~~its abehalf ~~free copy of the Proxy Statement, the Schedule 13e-3 and other related documents (when available) filed~~ by the ~~Company~~undersigned ~~with~~thereunto ~~the~~duly ~~SEC at the website maintained by the SEC at www~~authorized.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 the Solicitation

		HEMISPHERE MEDIA GROUP, INC.


Date:	August 8, 2022	By:	/s/ Alex J. Tolston
			Name: Alex J. Tolston
			Executive Vice President, Chief Legal Officer and Corporate Secretary

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, has been included in the Proxy Statement. 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.

Cautionary Statement Regarding Forward-Looking Statements

This report includes forward-looking statements within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements about the potential benefits of the proposed acquisition, anticipated growth rates, the Company’s plans, objectives, expectations, and the anticipated timing of the closing of the proposed transaction. When used in this report, the words “believes,” “estimates,” “plans,” “expects,” “should,” “could,” “outlook,” “potential,” “forecast,” “target” and “anticipates” and similar expressions as they relate to the Company or its management are intended to identify forward-looking statements. Forward-looking statements are based on a number of assumptions about future events and are subject to various risks, uncertainties and other factors that may cause actual results to differ materially from the views, beliefs, projections and estimates expressed in such statements. These risks, uncertainties and other factors include, but are not limited to, those discussed under “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the SEC on March 16, 2022, and the following: (1) the timing, receipt and terms and conditions of any required governmental or regulatory approvals of the proposed transaction that could reduce the anticipated benefits of or cause the parties to abandon the proposed transaction; (2) risks related to the satisfaction of the conditions to closing (including the failure to obtain necessary regulatory approvals or the necessary approvals of the Company’s stockholders) in the anticipated timeframe or at all; (3) the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the Company’s common stock; (4) disruption from the proposed transaction making it more difficult to maintain business and operational relationships, including retaining and hiring key personnel and maintaining relationships with the Company’s customers, vendors and others with whom it does business; (5) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction agreement entered into in connection with the proposed transaction; (6) risks related to disruption of management’s attention from the Company’s ongoing business operations due to the proposed transaction; (7) significant transaction costs; (8) the risk of litigation and/or regulatory actions related to the proposed transaction or unfavorable results from currently pending litigation and proceedings or litigation and proceedings that could arise in the future; (9) other business effects, including the effects of industry, market, economic, political or regulatory conditions; (10) the ability to meet expectations regarding the timing and completion of the proposed transaction; (11) information technology system failures, data security breaches, data privacy compliance, network disruptions, and cybersecurity, malware or ransomware attacks; and (12) changes resulting from the COVID-19 pandemic, which could exacerbate any of the risks described above. Readers are cautioned not to place undue reliance on forward-looking statements made by or on behalf of the Company. Each such statement speaks only as of the day it was made. The Company undertakes no obligation to update or to revise any forward-looking statements. The factors described above cannot be controlled by the Company.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release of Hemisphere Media Group, Inc., dated July 28, 2022
99.2		July 2022 presentation of Hemisphere Media Group, Inc.
104		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.
Dated: July 28, 2022	By:	/s/ Alex J. Tolston
		Name:	Alex J. Tolston
		Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

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