SPANISH BROADCASTING SYSTEM INC

Transcription

1 SPANISH BROADCASTING SYSTEM INC FORM 8-K (Current report filing) Filed 08/05/11 for the Period Ending 08/01/11 Address PABLO RAUL ALARCON MEDIA CENTER 7007 NW 77TH AVENUE MIAMI, FL Telephone CIK Symbol SBSA SIC Code Radio Broadcasting Stations Industry Broadcasting & Cable TV Sector Services Fiscal Year 12/31 Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C 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): August 1, 2011 SPANISH BROADCASTING SYSTEM, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction (Commission File Number) (IRS Employer Identification No.) of incorporation) 2601 South Bayshore Drive, PH II, Coconut Grove, Florida (Address of principal executive offices) (Zip Code) Registrant s telephone number, including area code: (305) (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: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR e-4(c))

3 Item 2.01 Completion of Acquisition or Disposition of Assets. On August 1, 2011, Spanish Broadcasting System, Inc. (the Company ), through its wholly-owned subsidiaries, Mega Media Holdings, Inc. ( Mega Media Holdings ) and KTBU Licensing, Inc. ( KTBU-Sub, and, together with Mega Media Holdings, Mega Media ), completed the acquisition of certain assets, including licenses, permits and authorizations issued by the Federal Communications Commission (the FCC ) used in or related to the operation of television station KTBU-TV (Digital 42 (Virtual Channel 55)) in Conroe, Texas, pursuant to that certain asset purchase agreement dated May 2, 2011, as amended on July 19, 2011 (the Purchase Agreement ) with Channel 55/42 Operating, LP, a Texas limited partnership, USFR Tower Operating, LP, a Texas limited partnership, Humanity Interested Media, L.P., a Texas limited partnership, USFR Equity Drive Property LLC, a Texas limited partnership, and US Farm & Ranch Supply Company, Inc., a Texas corporation ( USFR ). MegaTV debuted on the air on August 1, In connection with the closing, we paid an aggregate purchase price equal to $16 million, consisting of: (i) cash in the amount of $8.0 million; and (ii) a thirty-six month, secured promissory note in the principal amount of $8.0 million, bearing a fixed interest rate of 6%. In addition, as part of the television station acquisition, we entered into a lease agreement with USFR Equity Drive Property LLC. The lease agreement covers approximately 30,000 square feet of space in Houston, Texas, and specified furnishings and broadcasting equipment. The lease has an initial term of 10 years, subject to two 5-year extensions at the Company s option, and is terminable at any time by the Company on not less than 180 days prior notice. The lease also provides the Company with an option to purchase the property and the furnishings and equipment for a purchase price of $4 million if the purchase occurs during the first 12 months of the lease term, increasing by 2.5% annually each during each successive 12-month period of the lease term. A copy of the press release announcing that the above developments is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Item Financial Statements and Exhibits (d) Exhibits 99.1 Press Release dated August 2,

4 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 hereunto duly authorized. SPANISH BROADCASTING SYSTEM, INC. August 4, 2011 By: /s/ Joseph A. García Joseph A. García Chief Financial Officer, Chief Administrative Officer Sr. Executive Vice President and Secretary 3

5 Item Financial Statements and Exhibits (d) Exhibits 99.1 Press Release dated August 2,

6 Exhibit 99.1 For Immediate Release SBS AND MEGATV ANNOUNCE THE ACQUISITION OF KTBU-TV CHANNEL 55 IN HOUSTON, TEXAS Miami, FL. August 2 nd, Spanish Broadcasting System, Inc. ( SBS or the Company ; NASDAQ: SBSA), the largest publicly traded Hispanic-controlled media and entertainment company in the United States, owner of MegaTV, announced today the acquisition of KTBU-TV (Digital 42 / Virtual Channel 55) and other television assets serving the Houston, Texas market from U.S. Farm & Ranch Supply Company, Inc. for an aggregate purchase price of approximately $16 million. Spanish Broadcasting System will begin operating the station on August 2 nd, This station will be the third owned and/or operated MegaTV facility in the U.S., in addition to WSBS-TV in Miami and WMEI-TV in Puerto Rico. KTBU-TV is a full power television station reaching approximately 1.8 million households in the Houston DMA through its over-theair, cable and satellite distribution platforms. Houston is the 4 th largest Hispanic market in the nation. Since SBS launched MegaTV five years ago, the network has expanded its distribution to 5.6 million households via over-the-air affiliates in seven (7) cities throughout the U.S. and Puerto Rico, as well as cable (AT&T U-verse Channel 3008) and satellite (DIRECTV Channel 405) distribution. SBS leverages its diversified media resources to provide marketing and advertising sales support to MegaTV and develops original content for the network from production facilities located in Miami and Puerto Rico. The network also has correspondent bureaus in New York and Los Angeles. This Houston acquisition marks another important watershed for MegaTV as we increase viewership in the western region of the country, reflecting our desire to replicate an augment our radio footprint with TV penetration in the largest U.S. Hispanic markets, stated SBS Chief Executive Officer, Raúl Alarcón. Our strategic vision of integrating our Radio, TV, Entertainment and Online properties is in full swing as we continue to seek out unique growth opportunities with a clear eye on capturing the U.S. Hispanic consumer, he added.

7 The Houston DMA is our gateway to our Central/West Coast growth strategy, where MegaTV will now debut its original programming for a differentiated Latino audience. We have a unique style and a unique approach to Spanish-Language content, featuring renowned talent and innovative formats that will allow MegaTV to continue its successful ratings track record on a national level, stated Albert Rodriguez, Chief Revenue Officer of SBS. KTBU-TV Mega TV Channel 55, will feature MegaTV s early fringe and prime time original programming block including the hit shows Paparazzi Magazine, Esta Noche Tu Night with Alexis Valdes and Bayly, among others, and first-run novelas Chepe Fortuna and Mujeres de Lujo. Also, for the first time, the Houston market will have access to the popular daily Radio/TV simulcast of El Vacilon del Mandril, live from SBS sister-station KLAX-FM in Los Angeles. We are proud to introduce high-quality, award winning original programming to the growing Hispanic population in the Houston market, said Jose R. Perez, Vice President of Programming of MegaTV. The launch of KTBU-TV expands our broadcast footprint and strengthens our presence in the nation s Space City. KTBU-TV will fill the void in the market for alternative entertainment for local Hispanics and offer advertisers a new, powerful option for reaching this vibrant Latino community. With the completion of this strategic Houston transaction, SBS and MegaTV have taken a significant step towards establishing network penetration of the U.S. Hispanic market, said Alex Aleman, VP of Operations of MegaTV. The station will play an important role in the growth of our TV business KTBU-TV will allow us to provide the growing Hispanic population of Houston with a new Spanish language television alternative. Among the programs that Mega TV will be airing locally on KTBU-TV starting August 2 nd are: A Tacon Quita o an original talk and commentary show hosted by three talented, energetic (and international) Latinas Alba Roversi, Amara and Marjorie Rubio. In this funny, intelligent entertaining afternoon offering, the hosts and guests discuss anything and everything that s important to today s modern Latina viewer. Paparazzi Magazine Up-to-the minute celebrity news with the latest gossip from Mexico, Latin America and the U.S. Find out what s happening in the entertainment world including the latest musical releases, Hispanic and Hollywood movies, upcoming concerts and the latest fashion trends, hosted by Orietta De Luque, Allan Villafaña and Eduardo Antonio. Sobre Mis Pasos: Edicion Especial The latest in a docu-series of penetrating investigative reports that has led Tony Cortes into the world of human trafficking and illegal immigration. This new venture takes Tony places where few have dared to go as he follows in the footsteps of immigrants trying to smuggle their way into the United States and experiences their do-or-die trials and tribulations. 2

8 Esta Noche Tu Night - In the tradition of big-budget variety shows, Esta Noche Tu Night features live audience participation, comedy skits, celebrity interviews and musical guests, accompanied by the ENTN orchestra. The charismatic comedian/host, Alexis Valdes, attracts a loyal following with his innovative comedic style and hilarious interviewing skills. Bayly -The controversial, witty and irreverent writer and journalist, Jaime Bayly, now hosts a late night style show featuring interviews of renowned personalities from around the globe. Sports - To complement our original programming, we have the best in sports coverage with ESPN Deportes in our Sports Saturday programming block from 6PM to 10PM. Sports fans and adrenaline junkies alike can now turn to MegaTV for the best in sports entertainment. Novelas & Series - MegaTV is also proud to present our exclusive first-run novella Chepe Fortuna, a top-of-the-line production from RCN TV in Colombia. About Spanish Broadcasting System, Inc. # # # Spanish Broadcasting System, Inc. is the largest publicly traded Hispanic-controlled media and entertainment company in the United States. SBS owns and/or operates 21 radio stations located in the top U.S. Hispanic markets of New York, Los Angeles, Miami, Chicago, San Francisco and Puerto Rico, airing the Tropical, Mexican Regional, Spanish Adult Contemporary and Hurban format genres. SBS operates 3 of the top 6 Spanish-language stations in the nation including the #1 Spanish station in America, WSKQ-FM in New York City. The Company also owns and operates MegaTV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. SBS also produces live concerts and events and operates LaMusica.com, a bilingual Spanish-English online site providing content related to Latin music, entertainment, news and culture. The Company s corporate Web site can be accessed at This press release contains certain forward-looking statements. These forward-looking statements, which are included in accordance with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, may involve known and unknown risks, uncertainties and other factors that may cause the Company s actual results and performance in future periods to be materially different from any future results or performance suggested by the forward-looking statements in this press release. Although the Company believes the expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that actual results will not differ materially from these expectations, and the Company disclaims any duty to update any forward-looking statements made by the Company. From time to time, these risks, uncertainties and other factors are discussed in the Company s filings with the Securities and Exchange Commission. Media Contacts: Analysts and Investors Media & Press Joseph A. García Vladimir Gomez Chief Financial Officer Director of Marketing & Communications (305) (305)