Item 1.01 Entry into a Material Definitive Agreement.
On June 4, 2021, Entravision Digital Holdings, LLC (the “Acquiror”), a
wholly-owned subsidiary of Entravision Communications Corporation (the
“Company”), entered into an agreement to acquire MediaDonuts Pte. Ltd. (the
“Target”), a company engaged in the sale and marketing of digital advertising in
Southeast Asia, pursuant to a Securities Purchase Agreement entered into on the
same date (the “Acquisition Agreement”), among the Acquiror, the Company, the
Target, and the selling shareholders of the Target (the “Sellers”).
Upon the terms and subject to the conditions set forth in the Acquisition
Agreement, the Acquiror agreed to acquire (the “Acquisition”) 100% of the issued
and outstanding shares of the Target for a total purchase price of approximately
$15.1 million in cash. The Acquisition Agreement also contains representations,
warranties, covenants, and indemnities of the parties thereto.
In connection with the closing of the Acquisition, the Acquiror, the Company and
the Sellers agreed to enter into an Earn-Out Agreement (the “Earn-Out
Agreement”). Subject to the terms of the Earn-Out Agreement, the Sellers have
the right to the following “Earn-Out Payments”:
• in April 2023, in the event the Target achieves certain EBITDA targets in
calendar years 2021 and 2022, the Acquiror pays the Sellers an amount up to
approximately $7.4 million; and
• in April 2025, in the event the Target achieves certain year-over-year EBITDA
growth targets in calendar years 2023 and 2024, the Acquiror pays the Sellers an
amount based on a pre-determined multiple of EBITDA for each of those years.
Additionally, subject to the terms of the Earn-Out Agreement, the Sellers may
elect to accelerate their Earn-Out Payments upon the occurrence of certain
events, including the dismissal of Pieter-Jan de Kroon as chief executive of the
Target without cause (as defined in his employment agreement), the sale of the
Target, or the acquisition by the Company of an entity that markets or sells
digital advertising on certain third party publisher digital platforms that are
suppliers of the Target as of the closing of the Acquisition in markets where
the Target operates as of the closing of the Acquisition.
The acquisition is expected to close on or around July 1, 2021, following the
satisfaction of, and subject to, customary closing conditions.
The foregoing summary of the Acquisition Agreement does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the
full text of such agreement, a copy of which are attached hereto as Exhibit
10.1, and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On June 9, 2021, the Company issued a press release relating to the Acquisition.
A copy of the press release is furnished as Exhibit 99.1 to this report and
incorporated herein by reference.
The information provided in Exhibit 99.1 is being furnished and shall not be
deemed to be “filed” for purposes of Section 18 of the Exchange Act, or
otherwise subject to the liabilities of that section, nor shall such information
be deemed to be incorporated by reference into any future registration statement
or other document filed under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of the general incorporation language of such filing,
except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
10.1 Securities Purchase Agreement effective as of June 4, 2021 by and among Entravision Digital Holdings, LLC, Entravision Communications Corporation, MediaDonuts Pte. Ltd. and the selling shareholders named therein. 99.1 Press release dated June 9, 2021. 104 Cover Page Interactive Date File (embedded within the Inline XBRL document).
© Edgar Online, source Glimpses