Sec Form 13D Filing - ANGELO GORDON & CO. L.P. filing for ENTRAVISION COMMUNICATIONS CORP (EVC) - 2021-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 7)*

 _____________________________________

Entravision Communications Corporation

(Name of Issuer)

Class A Common Stock, $0.0001 par value

(Title of Class of Securities)

29382R107

(CUSIP NUMBER)

Christopher D. Moore
Angelo, Gordon & Co, L.P.

245 Park Avenue, 26th Floor

New York, NY 10167

Tel. No.: (212) 692-2009

COPIES TO:

Jason Daniel

Akin Gump Strauss Hauer & Feld LLP

2300 N. Field Street

Suite 1800

Dallas, TX 75201

(214) 969-4209

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 2, 2020

(Date of event which requires filing of this statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D/A, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g) check the following box  ◻

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”), or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

  

 

 

 

 

 

  * Based on 59,905,386 shares of Common Stock of the Issuer outstanding as of November 2, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 6, 2020.

 

 

 

 

 

This Amendment No. 7 to Schedule 13D amends and supplements the Schedule 13D filed by (i) Angelo, Gordon & Co., L.P., a Delaware limited partnership (“Angelo Gordon”), (ii) AG Partners, LLC, a Delaware limited liability company (“AG Partners”), (iii) JAMG LLC, a Delaware limited liability company (“JAMG”), (iv) Josh Baumgarten and (v) Adam Schwartz with the Securities and Exchange Commission (the “SEC”) on on September 9, 2019, as amended by the Amendment No. 1 to Schedule 13D (the “Amendment No. 1”), filed May 12, 2020 and Amendment No. 2 to Schedule 13D (the “Amendment No. 2”), filed May 15, 2020, Amendment No. 3 to Schedule 13D (the “Amendment No. 3”), filed October 5, 2020, Amendment No. 4 to Schedule 13D (the “Amendment No. 4”), filed October 16, 2020, Amendment No. 5 to Schedule 13D (the “Amendment No. 5”), filed December 3, 2020 and Amendment No. 6 to Schedule 13D (the “Amendment No. 6”), filed January 12, 2020 (the “Schedule 13D”).

This Amendment No. 7 amends and supplements the Schedule 13D as specifically set forth herein.

All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 5 of the Schedule 13D is hereby amended and restated to read as follows:

(a) - (b) Items 7 through 11 and 13 of each of the cover pages of this Schedule 13D are incorporated herei n by reference.  Such information is based on 59,905,386 shares of Common Stock outstanding as of November 2, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on November 6, 2020

Angelo Gordon, in its capacity as investment manager to the Accounts, has sole power to vote 3,899,485 shares of Common Stock and the power to dispose of 3,899,485 shares of Common Stock held in the Accounts. As the general partner of Angelo Gordon, AG Partners may be deemed to have the sole power to vote 3,899,485 shares of Common Stock and the power to dispose of 3,899,485 shares of Common Stock held in the Accounts. As the managing member of AG Partners, JAMG may be deemed to have the sole power to vote 3,899,485 shares of Common Stock and the power to dispose of 3,899,485 shares of Common Stock held in the Accounts. As the co-managing member of JAMG and the co-chief executive officer of Angelo Gordon, Mr. Baumgarten may be deemed to have shared power to vote 3,899,485 shares of Common Stock and the shared power to dispose of 3,899,485 shares of Common Stock held in the Accounts. As the co-managing member of AG Partners and the co-chief executive officer of Angelo Gordon, Mr. Schwartz may be deemed to have shared power to vote 3,899,485 shares of Common Stock and the shared power to dispose of 3,899,485 shares of Common Stock held in the Accounts.

(c) Transactions in the shares of Common Stock by the Reporting Persons since January 12, 2020 are listed in Annex A attached hereto, which is incorporated herein by reference.

(d) Not Applicable.

(e) Not Applicable.

Item 6 of the Schedule 13D is supplemented as follows:

The Accounts have established a position in cash-settled equity swaps which in the aggregate represent economic exposure comparable to a notional interest in 2,411,873 shares of Common Stock (representing economic exposure comparable to approximately 4.03% of the outstanding shares of Common Stock). Under the terms of the swaps, (i) the Accounts will be obligated to pay to the counterparty any negative price performance of the specified notional number of shares of Common Stock subject to the swaps as of the expiration date of such swaps, plus interest rates set forth in the applicable contracts, and (ii) the counterparty will be obligated to pay the Accounts any positive price performance of the specified notional number of shares of Common Stock subject to the swaps as of the expiration date of the swaps. All balances will be settled in cash. The Reporting Persons’ counterparty is Credit Suisse. The Reporting Persons may enter into additional swaps for additional securities of the Issuer depending on market conditions. The swaps do not give the Reporting Persons or the Accounts direct or indirect voting, investment or dispositive control over any securities of the Issuer and do not require the counterparty thereto to acquire, hold, vote or dispose of any securities of the Issuer. Accordingly, the Reporting Persons disclaim any beneficial ownership of any shares of Common Stock that may be referenced in the swap contracts or shares of Common Stock or other securities or financial instruments that may be held from time to time by any counterparty to the contracts.

 

 

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 4, 2021

	ANGELO, GORDON & CO., L.P.
	By:	AG Partners, LLC
		Its General Partner
	By:	JAMG LLC
		Its Managing Member
	By:	Josh Baumgarten
		Its Co-Managing Member
	By:	/s/ Christopher D. Moore
		Christopher D. Moore Attorney-in-Fact

	ADAM SCHWARTZ
	By:	/s/ Christopher D. Moore
		Christopher D. Moore Attorney-in-Fact

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Entravision Communications Corporation.  This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of February 4, 2021.

1)

execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon & Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements, agreements, reports, schedules, or other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act;

2)

do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any such reports, schedules or other filings and timely file same with the SEC; and

3)

take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact may approve in his or her sole discretion.

1)

execute and deliver for and on behalf of me, in my personal capacity or my capacity as one or more of an officer, director, managing member, or significant stockholder of Angelo, Gordon & Co., L.P., AG Partners, LLC or any of their subsidiaries (collectively, the “Company”), documents, certificates, instruments, statements, agreements, reports, schedules, or other filings to be filed with or delivered to any foreign or domestic governmental or regulatory body or required or requested by any other person or entity pursuant to any legal or regulatory requirement relating to the acquisition, ownership, management or disposition of securities, futures contracts or other investments, and any other documents relating or ancillary thereto, including without limitation all documents relating to filings with the Commodity Futures Trading Commission and National Futures Association, the United States Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder, including all documents relating to the beneficial ownership of securities required to be filed with the SEC pursuant to Section 13(d) or Section 16(a) of the Exchange Act and any information statements on Form 13F required to be filed with the SEC pursuant to Section 13(f) of the Exchange Act;

2)

do and perform any and all acts for and on behalf of me that such Attorney-in-Fact (in his or her sole discretion) determines may be necessary or desirable to complete and execute any such reports, schedules or other filings and timely file same with the SEC; and

3)

take any other action of any type whatsoever in connection with the foregoing which, in the sole opinion of such Attorney-in-Fact, may be of benefit to, in the best interest of, or legally required by me, it being understood that the documents executed by such Attorney-in-Fact on behalf of me pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such Attorney-in-Fact may approve in his or her sole discretion.

The following table sets forth all transactions by the Reporting Persons (on behalf of the Accounts) with respect to shares of Common Stock effected since January 12, 2021, inclusive of any transactions effected through 9:00 a.m., New York City time, on February 4, 2021. Except as otherwise noted below, all such transactions were purchases of Common Stock effected in the open market, and the table excludes commissions paid in per share prices.

 

(1) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.07 to $3.22, inclusive. The reporting persons undertake to provide to the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2), (3), (4), (5), (6), (7), (8) and (9).

(2) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.05 to $3.23, inclusive.

(3) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.11 to $3.30, inclusive.

(4) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.07 to $3.40, inclusive.

(5) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.13 to $3.32, inclusive.

(6) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.18 to $3.36, inclusive.

(7) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.17 to $3.40, inclusive.

(8) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.15 to $3.38, inclusive.

(9) The sale price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.18 to $3.27, inclusive.