May 09, 2022
Hemisphere Media Group, Inc. (NASDAQ: HMTV) (“Hemisphere” or the “Company”), a leading pure-play US media company targeting the high growth US Hispanic and Latin American markets with prominent broadcast, cable television, and digital content platforms, has announced that it has entered into a definitive agreement to be acquired for US$7 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 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 average volume weighted share price for the period ended May 6, 2022. Upon completion of the transaction, Hemisphere will become a private wholly-owned indirect subsidiary of Gato.
Concurrently with the entry into the definitive merger agreement, Hemisphere has agreed to sell Pantaya, the leading Spanish language streaming platform in the US, to TelevisaUnivision in exchange for cash plus certain Puerto Rican radio assets of TelevisaUnivision. The TelevisaUnivision transaction is subject to customary closing conditions.
Latham & Watkins LLP represents Searchlight Capital Partners, L.P. in the transaction with a corporate team led by partners David Beller and David Allinson, with associates Tom Engelhardt, Adam Abulawi, William Tevlin, Miles Russell Gilhuly, and Bhavin Shah. Advice was also provided on finance matters by partner Scott Ollivierre, with associates Alex Harris and Jovanna Grant; on FCC matters by partner Matthew Brill and counsel Elizabeth Park; on tax matters by partner Matthew Dewitz, with associate Joshua Guerra; on benefits & compensation matters by partner Adam Kestenbaum and counsel Krisa Benskin, with associate Grace Tang; on environmental matters by partner Gary Gengel and counsel David Langer, with associate Donna Chen; on antitrust matters by partner Mandy Reeves and counsel Peter Todaro, with associate Daniel Ambar; on FCPA & export/sanctions matters by partners Les Carnegie and Joseph Bargnesi, with associate Kristen Haight; on IP matters by partner Anthony Klein, with associates Amy Tosi and Nick Goshgarian; on data privacy matters by counsel Robert Blamires, with associates Adriana Beach and Ishita Mattoo; on real estate matters by counsel Shira Bressler; on CFIUS matters by partner James Barker; on entertainment, sports & media matters by partner Kendall Johnson, with associates Jamie Levine and Molly Wolfe; and on funds matters by partners Andrea Schwartzman and Gregory Hannibal, with associate Oliver Prakash-Jenkins.