UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-101)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)*

 

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)

October 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 (as defined below) of the Issuer (as defined below) outstanding as of August 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC (as defined below) on August 6, 2020.

 

  * Based on 59,905,386 shares of Common Stock of the Issuer outstanding as of August 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on August 6, 2020.

 

  * Based on 59,905,386 shares of Common Stock of the Issuer outstanding as of August 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on August 6, 2020.

 

 

 

  * Based on 59,905,386 shares of Common Stock of the Issuer outstanding as of August 3, 2020, as reported in the Issuer’s Form 10-Q filed with the SEC on August 6, 2020.

 

 

 

 

This Amendment No. 3 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, L.P., a Delaware limited partnership (“AG Partners), (iii) JAMG LLC, a Delaware limited liability company (“JAMG”) and (iv) Michael L. Gordon (collectively with Angelo Gordon, AG Partners and JAMG, the “Reporting Persons”) with the Securities and Exchange Commission (the “SEC”) 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 (the “Schedule 13D”).

This Amendment No. 3 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 herein by reference.  Such information is based on 59,905,386 shares of Common Stock outstanding as of August 3, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on August 6, 2020.

Angelo Gordon, in its capacity as investment manager to the Accounts, has sole power to vote 5,911,493 shares of Common Stock and the power to dispose of 5,911,493 shares of Common Stock held in the Accounts. As the sole general partner of Angelo Gordon, AG Partners may be deemed to have the sole power to vote 5,911,493 shares of Common Stock and the power to dispose of 5,911,493 shares of Common Stock held in the Accounts. As the general partner of AG Partners, JAMG may be deemed to have the sole power to vote 5,911,493 shares of Common Stock and the power to dispose of 5,911,493 shares of Common Stock held in the Accounts.  As the managing member of JAMG and the chief executive officer of Angelo Gordon, Michael L. Gordon may be deemed to have sole power to vote 5,911,493 shares of Common Stock and the power to dispose of 5,911,493 shares of Common Stock held in the Accounts.

(c) Not Applicable.

(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 1,053,263 shares of Common Stock (representing economic exposure comparable to approximately 1.76% of the outstanding shares of Common Stock) with a major financial institution. 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 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: October 5, 2020