-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HJmqpCJSj3mcpoWh0E5ay7bAYISt9CyhSw3DYArgJb+3JUfs2+4INr8eZ3X8dTVV ULzTwFoc6/qAWb8XV+pHng== 0001011438-11-000093.txt : 20110214 0001011438-11-000093.hdr.sgml : 20110214 20110214145124 ACCESSION NUMBER: 0001011438-11-000093 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110214 DATE AS OF CHANGE: 20110214 GROUP MEMBERS: CASPIAN CAPITAL ADVISORS, LLC GROUP MEMBERS: CASPIAN CAPITAL LP GROUP MEMBERS: CASPIAN CREDIT ADVISORS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SPANISH BROADCASTING SYSTEM INC CENTRAL INDEX KEY: 0000927720 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 133827791 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-57111 FILM NUMBER: 11606399 BUSINESS ADDRESS: STREET 1: 2601 S. BAYSHORE DRIVE, PHII CITY: MIAMI STATE: FL ZIP: 33133 BUSINESS PHONE: 3054416901 MAIL ADDRESS: STREET 1: 2601 S. BAYSHORE DRIVE, PHII CITY: MIAMI STATE: FL ZIP: 33133 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARINER INVESTMENT GROUP LLC CENTRAL INDEX KEY: 0001096978 IRS NUMBER: 510661527 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 500 MAMARONECK AVENUE 4TH FLOOR STREET 2: 4TH FLOOR CITY: HARRISON STATE: NY ZIP: 10528 BUSINESS PHONE: 914-670-4300 MAIL ADDRESS: STREET 1: 500 MAMARONECK AVENUE 4TH FLOOR STREET 2: 4TH FLOOR CITY: HARRISON STATE: NY ZIP: 10528 FORMER COMPANY: FORMER CONFORMED NAME: MARINER INVESTMENT GROUP INC DATE OF NAME CHANGE: 19991015 SC 13G 1 form_sc13g-spanish.htm form_sc13g-spanish.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

SPANISH BROADCASTING SYSTEM, INC.
(Name of Issuer)

Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)

846425882
(CUSIP Number)

December 31, 2010
(Date of Event which Requires Filing
of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


[X]
 Rule 13d-1(b)
[   ]
 Rule 13d-1(c)
[   ]
 Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages
Page 1 of 11 Pages
Exhibit Index: Page 10
 
 
 

 

CUSIP NO.  846425882
Page 2 of 11 Pages


1.
Names of Reporting Persons

MARINER INVESTMENT GROUP, LLC


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

DELAWARE

 
5.
Sole Voting Power
Number of
Shares
 
0
Beneficially
Owned By
Each
6.
Shared Voting Power
2,329,320
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
2,329,320


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,329,320

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)


5.59%

12.
Type of Reporting Person (See Instructions)

IA




 
 

 

CUSIP NO.  846425882
Page 3 of 11 Pages


1.
Names of Reporting Persons

CASPIAN CAPITAL LP


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

DELAWARE

 
5.
Sole Voting Power
Number of
Shares
 
0
Beneficially
Owned By
Each
6.
Shared Voting Power
2,329,320
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
2,329,320

9.
Aggregate Amount Beneficially Owned by Each Reporting Person

2,329,320

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[   ]

11.
Percent of Class Represented By Amount in Row (9)

5.59%

12.
Type of Reporting Person (See Instructions)

IA

 
 

 

CUSIP NO.  846425882
Page 4 of 11 Pages


1.
Names of Reporting Persons

CASPIAN CAPITAL ADVISORS, LLC


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]

3.
SEC Use Only

4.
Citizenship or Place of Organization

NEW YORK

 
5.
Sole Voting Power
Number of
Shares
 
0
Beneficially
Owned By
Each
6.
Shared Voting Power
753,747
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
753,747


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

753,747

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[X]

11.
Percent of Class Represented By Amount in Row (9)

1.81%

12.
Type of Reporting Person (See Instructions)

OO

 
 

 

CUSIP NO.  846425882
Page 5 of 11 Pages


1.
Names of Reporting Persons

CASPIAN CREDIT ADVISORS, LLC


2.
Check the Appropriate Box If a Member of a Group (See Instructions)
a.  
[   ]
b.  
[X]


3.
SEC Use Only

4.
Citizenship or Place of Organization

DELAWARE

 
5.
Sole Voting Power
Number of
Shares
 
0
Beneficially
Owned By
Each
6.
Shared Voting Power
1,337,006
Reporting
Person
With
7.
Sole Dispositive Power
0
 
8.
Shared Dispositive Power
   
1,337,006


9.
Aggregate Amount Beneficially Owned by Each Reporting Person

1,337,006

10.
Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

[X]

11.
Percent of Class Represented By Amount in Row (9)

3.21%

12.
Type of Reporting Person (See Instructions)

OO

 
 

 

CUSIP NO.  846425882
Page 6 of 11 Pages



Item 1(a).
Name of Issuer:
   
 
Spanish Broadcasting System, Inc. (the "Issuer").
   
Item 1(b).
Address of the Issuer's Principal Executive Offices:
   
 
2601 South Bayshore Drive, PH 2
 
Coconut Grove, Florida 33133
   
Item 2(a).
Name of Person Filing
   
 
The Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

i)  
Mariner Investment Group, LLC (“Mariner”);

ii)  
Caspian Capital LP (“Caspian Capital”);

iii)  
Caspian Capital Advisors, LLC (“Caspian Advisors”); and

iv)  
Caspian Credit Advisors, LLC (“Caspian Credit”).

 
This statement relates to Shares (as defined below) held for the accounts of Caspian Capital Partners, L.P., Mariner LDC and Caspian Select Credit Master Fund, Ltd. (collectively, the “Accounts”).  Mariner serves as the investment advisor for the Accounts.  In connection with a re-organization, Mariner entered into a sub-advisory agreement and managed account agreement with Caspian Capital, an entity controlled by Adam Cohen, David Corleto, and Mark Weissman (the “Principals”), pursuant to which Caspian Capital will provide investment advisory services in respect of certain portfolios, including the Accounts.  Caspian Advisors is the general partner of Caspian Capital Partners, L.P. and Caspian Credit is the general partner of an affiliate of Caspian Select Credit Master Fund, Ltd.

Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The address of the principal business office of each of Caspian Capital, Caspian Advisors and Caspian Credit is 767 Fifth Avenue, New York, New York 10153.  The address of the principal business office of Mariner is 500 Mamaroneck Avenue, Suite 101, Harrison, New York 10528.

Item 2(c).
Citizenship:

i)  
Mariner is a Delaware limited liability company;

ii)  
Caspian Capital is a Delaware limited partnership;

iii)  
Caspian Advisors is a New York limited liability company; and

iv)  
Caspian Credit is a Delaware limited liability company.

Item 2(d).
Title of Class of Securities:
 
 
Class A Common Stock, par value $0.0001 per share (the “Shares”).
 
Item 2(e).
CUSIP Number:
   
 
846425882

 
 

 

CUSIP NO.  846425882
Page 7 of 11 Pages


Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
 
 
(i)  Mariner is an investment adviser registered under Section 203 of the Investment Advisers Act of 1940.
   
Item 4.
Ownership:
   
Item 4(a).
Amount Beneficially Owned:
   
 
As of the date hereof, each of the Reporting Persons may be deemed to be the beneficial owner of the following number of Shares:
   
 
(i)  Each of Mariner and Caspian Capital may be deemed the beneficial owner of 2,329,320 Shares.  This number consists of (1) 238,567 Shares held for the account of the Mariner LDC, (2) 753,747 Shares held for the account of Caspian Capital Partners, L.P. and (3) 1,337,006 Shares held for the account of Caspian Select Credit Master Fund, Ltd.
   
 
(ii)  Caspian Advisors may be deemed the beneficial owner of 753,747 Shares.  This number consists of 753,747 Shares held for the account of Caspian Capital Partners, L.P.
   
 
(iii)  Caspian Credit may be deemed the beneficial owner of 1,337,006 Shares.  This number consists of 1,337,006 Shares held for the account of Caspian Select Credit Master Fund, Ltd.
   
Item 4(b).
Percent of Class:
   
 
(i)  The number of Shares of which each of Mariner and Caspian Capital may be deemed to be the beneficial owner constitutes approximately 5.59% of the total number of Shares outstanding (based upon information provided by the Issuer in its most recent quarterly report on Form 10-Q, there were 41,639,805 Shares outstanding as of November 8, 2010).
   
 
(ii)  The number of Shares of which Caspian Advisors may be deemed to be the beneficial owner constitutes approximately 1.81% of the total number of Shares outstanding.
   
 
(iii)  The number of Shares of which Caspian Credit may be deemed to be the beneficial owner constitutes approximately 3.21% of the total number of Shares outstanding.
   
Item 4(c).
Number of shares as to which such person has:
   
 
 
Mariner
 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
2,329,320
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
2,329,320

 
Caspian Capital
 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
2,329,320
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
2,329,320

 
Caspian Advisors
 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
753,747
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
753,747

 
Caspian Credit
 
(i)
Sole power to vote or direct the vote
0
 
(ii)
Shared power to vote or to direct the vote
1,337,006
 
(iii)
Sole power to dispose or to direct the disposition of
0
 
(iv)
Shared power to dispose or to direct the disposition of
1,337,006

 
 

 

CUSIP NO.  846425882
Page 8 of 11 Pages

 

 
Item 5.
Ownership of Five Percent or Less of a Class:
   
 
This Item 5 is not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person:
   
 
The Principals of Caspian Capital, Caspian Advisors and Caspian Credit are entitled to receive, or have the power to direct, the receipt of dividends from or the proceeds of sales of the Shares held for the accounts of Caspian Capital, Caspian Advisors and Caspian Credit in accordance with their ownership interests in Caspian Capital, Caspian Advisors and Caspian Credit.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:
   
 
This Item 7 is not applicable.
   
Item 8.
Identification and Classification of Members of the Group:
   
 
This Item 8 is not applicable.
   
Item 9.
Notice of Dissolution of Group:
   
 
This Item 9 is not applicable.
   
Item 10.
Certification:

 
By signing below each of the Reporting Persons certifies that, to the best of such person's knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.


 
 

 

CUSIP NO.  846425882
Page 9 of 11 Pages


SIGNATURES

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.

 

Date:  February 11, 2011
MARINER INVESTMENT GROUP, LLC
   
 
By:          /s/ Charles R. Howe II
 
Name: Charles R. Howe II
 
Title: President

Date:  February 11, 2011
CASPIAN CAPITAL LP
   
 
By:          /s/ Richard D. Holahan, Jr.
 
Name: Richard D. Holahan, Jr.
 
Title: Authorized Signatory
   

Date:  February 11, 2011
CASPIAN CAPITAL ADVISORS, LLC
   
 
By:          /s/ Richard D. Holahan, Jr.
 
Name: Richard D. Holahan, Jr.
 
Title: Authorized Signatory
   

Date:  February 11, 2011
CASPIAN CREDIT ADVISORS, LLC
   
 
By:          /s/ Richard D. Holahan, Jr.
 
Name: Richard D. Holahan, Jr.
 
Title: Authorized Signatory
   


 

 
 

 

CUSIP NO.  846425882
Page 10 of 11 Pages


EXHIBIT INDEX

Page No.

A.
Joint Filing Agreement, dated as of February 11, 2011, by and among Mariner Investment Group, LLC, Caspian Capital LP, Caspian Capital Advisors, LLC and Caspian Credit Advisors, LLC
11




 
 

 

CUSIP NO.  846425882
Page 11 of 11 Pages


EXHIBIT A

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock, par value $0.0001 per share, of Spanish Broadcasting System, Inc. dated as of February 11, 2011, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.



Date:  February 11, 2011
MARINER INVESTMENT GROUP, LLC
   
 
By:          /s/ Charles R. Howe II
 
Name: Charles R. Howe II
 
Title: President

Date:  February 11, 2011
CASPIAN CAPITAL LP
   
 
By:          /s/ Richard D. Holahan, Jr.
 
Name: Richard D. Holahan, Jr.
 
Title: Authorized Signatory
   

Date:  February 11, 2011
CASPIAN CAPITAL ADVISORS, LLC
   
 
By:          /s/ Richard D. Holahan, Jr.
 
Name: Richard D. Holahan, Jr.
 
Title: Authorized Signatory
   

Date:  February 11, 2011
CASPIAN CREDIT ADVISORS, LLC
   
 
By:          /s/ Richard D. Holahan, Jr.
 
Name: Richard D. Holahan, Jr.
 
Title: Authorized Signatory
   


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