0001209191-14-078082.txt : 20141229 0001209191-14-078082.hdr.sgml : 20141225 20141229135123 ACCESSION NUMBER: 0001209191-14-078082 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20141215 FILED AS OF DATE: 20141229 DATE AS OF CHANGE: 20141229 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HEMISPHERE MEDIA GROUP, INC. CENTRAL INDEX KEY: 0001567345 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 800885255 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 PONCE DE LEON BOULEVARD, SUITE 500 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 305-421-6364 MAIL ADDRESS: STREET 1: 2000 PONCE DE LEON BOULEVARD, SUITE 500 CITY: CORAL GABLES STATE: FL ZIP: 33134 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HICKS MUSE FUND III INC CENTRAL INDEX KEY: 0001041913 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 141311810 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HICKS MUSE GP PARTNERS III LP CENTRAL INDEX KEY: 0001041912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 141311811 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2146305757 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HM3 COINVESTORS, L.P. CENTRAL INDEX KEY: 0001041910 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 141311812 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT, STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214740-7300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT, STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 FORMER NAME: FORMER CONFORMED NAME: HM3 COINVESTORS LP DATE OF NAME CHANGE: 19970703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Rosen Andrew S. CENTRAL INDEX KEY: 0001559307 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 141311814 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MUSE JOHN R CENTRAL INDEX KEY: 0001061170 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 141311815 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT, SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HICKS MUSE TATE & FURST EQUITY FUND III LP CENTRAL INDEX KEY: 0001023576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 141311816 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HM3/GP PARTNERS, L.P. CENTRAL INDEX KEY: 0001041911 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 141311813 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: STE 1600 CITY: DALLAS STATE: TX ZIP: 75201 FORMER NAME: FORMER CONFORMED NAME: HM3 GP PARTNERS LP DATE OF NAME CHANGE: 19970703 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-12-15 0 0001567345 HEMISPHERE MEDIA GROUP, INC. HMTV 0001023576 HICKS MUSE TATE & FURST EQUITY FUND III LP 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 1 0 0001061170 MUSE JOHN R 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 1 0 0001559307 Rosen Andrew S. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 1 0 0001041911 HM3/GP PARTNERS, L.P. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 1 0 0001041910 HM3 COINVESTORS, L.P. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 1 0 0001041912 HICKS MUSE GP PARTNERS III LP 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 1 0 0001041913 HICKS MUSE FUND III INC 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 1 0 Class A Common Stock 2884231 D Class A Common Stock 88351 I See footnotes Held of record by Hicks, Muse, Tate & Furst Equity Fund III, L.P., a Delaware limited partnership ("Fund III"). Held of record by HM3 Coinvestors, L.P., a Texas limited partnership ("HM3 Coinvestors"). HM3/GP Partners, L.P., a Texas limited partnership ("HM3/GP Partners"), is the sole general partner of Fund III. HM3/GP Partners may be deemed to beneficially own all of the 2,884,231 shares of Class A Common Stock of the issuer that are held directly and of record by Fund III. Hicks Muse GP Partners III, L.P., a Texas limited partnership ("GP Partners III"), is the sole general partner of HM3/GP Partners and the sole general partner of HM3 Coinvestors. GP Partners III may be deemed to beneficially own all of the 2,884,231 shares of Class A Common Stock of the issuer that may be deemed to be owned beneficially by HM3/GP Partners and all of the 88,351 shares of Class A Common Stock of the issuer that are held directly and of record by HM3 Coinvestors. Hicks Muse Fund III Incorporated, a Texas corporation ("Fund III Incorporated"), is the sole general partner of GP Partners III. (Continued from footnote 3) Fund III Incorporated may be deemed to beneficially own all of the 2,972,582 shares of Class A Common Stock of the Issuer that may be deemed to be owned beneficially by GP Partners III. John R. Muse and Andrew S. Rosen are executive officers of Fund III Incorporated, the ultimate general partner of each of Fund III and HM3 Coinvestors. In addition, Messrs. Muse and Rosen comprise a two-person committee that exercises voting and dispositive powers over the issuer's securities held by Fund III Incorporated. Accordingly, Messrs. Muse and Rosen may be deemed to beneficially own all of the 2,972,582 shares of Class A Common Stock of the issuer that may be deemed to be owned beneficially by Fund III Incorporated. Each of Mr. Muse, Mr. Rosen, HM3/GP Partners, GP Partners III and Fund III Incorporated (the "reporting persons") disclaim beneficial ownership of the issuer's securities except to the extent of any of their respective pecuniary interest therein. The reporting persons may be deemed to be members of a group that collectively are 10% owners. The referenced relationships are described in more detail in the Schedule 13D filed on December 29, 2014, by the reporting persons. Each of the reporting persons disclaims the existence of a group and disclaims beneficial ownership of any securities held by the other reporting persons. Exhibit List: Exhibit 24.1 Exhibit 24.2 SEE ATTACHMENTS 2014-12-29 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
                                                                    Exhibit 24.1

                                POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints David W. Knickel and William G. Neisel, or any of them acting without
the other, the undersigned's true and lawful attorney-in-fact with full power
and authority as hereinafter described to:

     1.   prepare, execute in the undersigned's name and on the undersigned's
          behalf, and submit to the U.S. Securities and Exchange Commission (the
          "SEC") a Form ID, including amendments thereto, and any other
          documents necessary or appropriate to obtain codes and passwords
          enabling the undersigned to make electronic filings with the SEC of
          reports required by Section 16(a) of the Securities Exchange Act of
          1934 (the "Exchange Act") or any rule or regulation of the SEC;

     2.   execute for and on behalf of the undersigned (a) any Form 3, Form 4
          and Form 5 (including amendments thereto) in accordance with Section
          16(a) of the Exchange Act and the rules thereunder, (b) Form 144, (c)
          Schedule 13D or Schedule 13G (including amendments thereto) in
          accordance with Sections 13(d) and 13(g) of the Exchange Act, (d) Form
          13F or Form 13H (including amendments thereto) in accordance with
          Sections 13(f) and 13(h) of the Exchange Act, and (e) any other forms
          or reports the undersigned may be required to file in connection with
          the undersigned's ownership, acquisition or disposition of securities,
          in each case, only to the extent each form or schedule relates to the
          undersigned's beneficial ownership, acquisition or disposition of
          securities of a company required to file reports under the Exchange
          Act with the SEC (a "Reporting Company"), including, without
          limitation, Hemisphere Media Group, Inc. (the "Hemisphere") and Media
          General, Inc. ("Media General");

     3.   do and perform any and all acts for and on behalf of the undersigned
          that may be necessary or desirable to prepare, complete and execute
          any such Form 3, Form 4, Form 5, Form 144, Schedule 13D, Schedule 13G,
          Form 13F or Form 13H (including any amendments thereto) and timely
          deliver to and file the forms or schedules with the SEC, any stock
          exchange or quotation system, self-regulatory association or any other
          authority and provide a copy as required by law or advisable to such
          persons as the attorney-in-fact deems appropriate;

     4.   seek or obtain as the undersigned's representative, and on the
          undersigned's behalf, information regarding transactions in any
          Reporting Company's securities (including, without limitation, the
          securities of Hemisphere and Media General) from any third party,
          including brokers, employee benefit plan administrators and trustees,
          and the undersigned hereby authorizes any such person to release any
          such information to such attorney-in-fact and approves and ratifies
          any such release of information; and

     5.   take any other action of any type whatsoever in connection with the
          foregoing that, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned 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 such
          attorney-in-fact's discretion.

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming nor
relieving any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act. The undersigned acknowledges that the foregoing
attorney-in-fact does not assume (i) any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements or
(iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

     This Power of Attorney shall remain in full force and effect indefinitely,
until revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact. This Power of Attorney does not revoke any previously granted
Power of Attorney regarding the subject matter.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 23rd day of December 2014.


                                        /s/ John R. Muse
                                        ---------------------------------------
                                        Signature

                                        John R. Muse
                                        ----------------------------------------
                                        Print Name
EX-24.2 3 attachment2.htm EX-24.2 DOCUMENT 
                                                                    Exhibit 24.2

                                POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints David W. Knickel and William G. Neisel, or any of them acting without
the other, the undersigned's true and lawful attorney-in-fact with full power
and authority as hereinafter described to:

     1.   prepare, execute in the undersigned's name and on the undersigned's
          behalf, and submit to the U.S. Securities and Exchange Commission (the
          "SEC") a Form ID, including amendments thereto, and any other
          documents necessary or appropriate to obtain codes and passwords
          enabling the undersigned to make electronic filings with the SEC of
          reports required by Section 16(a) of the Securities Exchange Act of
          1934 (the "Exchange Act") or any rule or regulation of the SEC;

     2.   execute for and on behalf of the undersigned (a) any Form 3, Form 4
          and Form 5 (including amendments thereto) in accordance with Section
          16(a) of the Exchange Act and the rules thereunder, (b) Form 144, (c)
          Schedule 13D or Schedule 13G (including amendments thereto) in
          accordance with Sections 13(d) and 13(g) of the Exchange Act, (d) Form
          13F or Form 13H (including amendments thereto) in accordance with
          Sections 13(f) and 13(h) of the Exchange Act, and (e) any other forms
          or reports the undersigned may be required to file in connection with
          the undersigned's ownership, acquisition or disposition of securities,
          in each case, only to the extent each form or schedule relates to the
          undersigned's beneficial ownership, acquisition or disposition of
          securities of a company required to file reports under the Exchange
          Act with the SEC (a "Reporting Company"), including, without
          limitation, Hemisphere Media Group, Inc. (the "Hemisphere") and Media
          General, Inc. ("Media General");

     3.   do and perform any and all acts for and on behalf of the undersigned
          that may be necessary or desirable to prepare, complete and execute
          any such Form 3, Form 4, Form 5, Form 144, Schedule 13D, Schedule 13G,
          Form 13F or Form 13H (including any amendments thereto) and timely
          deliver to and file the forms or schedules with the SEC, any stock
          exchange or quotation system, self-regulatory association or any other
          authority and provide a copy as required by law or advisable to such
          persons as the attorney-in-fact deems appropriate;

     4.   seek or obtain as the undersigned's representative, and on the
          undersigned's behalf, information regarding transactions in any
          Reporting Company's securities (including, without limitation, the
          securities of Hemisphere and Media General) from any third party,
          including brokers, employee benefit plan administrators and trustees,
          and the undersigned hereby authorizes any such person to release any
          such information to such attorney-in-fact and approves and ratifies
          any such release of information; and

     5.   take any other action of any type whatsoever in connection with the
          foregoing that, in the opinion of such attorney-in-fact, may be of
          benefit to, in the best interest of, or legally required by, the
          undersigned, it being understood that the documents executed by such
          attorney-in-fact on behalf of the undersigned 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 such
          attorney-in-fact's discretion.

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming nor
relieving any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act. The undersigned acknowledges that the foregoing
attorney-in-fact does not assume (i) any liability for the undersigned's
responsibility to comply with the requirement of the Exchange Act, (ii) any
liability of the undersigned for any failure to comply with such requirements or
(iii) any obligation or liability of the undersigned for profit disgorgement
under Section 16(b) of the Exchange Act.

     This Power of Attorney shall remain in full force and effect indefinitely,
until revoked by the undersigned in a signed writing delivered to the foregoing
attorney-in-fact. This Power of Attorney does not revoke any previously granted
Power of Attorney regarding the subject matter.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 22nd day of December 2014.


                                        /s/ Andrew S. Rosen
                                        ----------------------------------------
                                        Signature

                                        Andrew S. Rosen
                                        ----------------------------------------
                                        Print Name
EX-99 4 attachment3.htm EX-99 DOCUMENT 
Signature of Reporting Personzz

HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P.

        By:   HM3/GP Partners, L.P.,
              its general partner

        By:   Hicks, Muse GP Partners III, L.P.,
              its general partner

        By:   Hicks Muse Fund III Incorporated,
              its general partner


        By:   /s/ David W. Knickel
              -----------------------------------------------------
              David W. Knickel
              Vice President and Chief Financial Officer
EX-99.2 5 attachment4.htm EX-99.2 DOCUMENT 
Joint Filer Information

Name of Joint Filer:                    John R. Muse

Address of Joint Filer:                 2100 McKinney Avenue, Suite 1600
                                        Dallas, Texas 75201

Designated Filer:                       Hicks, Muse, Tate & Furst Equity Fund
                                        III, L.P.

Date of Event Requiring Statement:      December 15, 2014

Issuer Name and Ticker Symbol:          Hemisphere Media Group, Inc. [HMTV]

Signature:
                                        /s/ John R. Muse
                                        ----------------------------------------
                                        John R. Muse (By David W. Knickel,
                                        Attorney-in-Fact,
                                        pursuant to the Power of Attorney filed
                                        herewith as Exhibit 24.1)


Joint Filer Information

Name of Joint Filer:                    Andrew S. Rosen

Address of Joint Filer:                 2100 McKinney Avenue, Suite 1600
                                        Dallas, Texas 75201

Designated Filer:                       Hicks, Muse, Tate & Furst Equity Fund
                                        III, L.P.

Date of Event Requiring Statement:      December 15, 2014

Issuer Name and Ticker Symbol:          Hemisphere Media Group, Inc. [HMTV]

Signature:
                                        /s/ Andrew S. Rosen
                                        ----------------------------------------
                                        Andrew S. Rosen (By David W. Knickel,
                                        Attorney-in-Fact,
                                        pursuant to the Power of Attorney filed
                                        herewith as Exhibit 24.2)



Joint Filer Information

Name of Joint Filer:                    HM3/GP Partners, L.P.

Address of Joint Filer:                 2100 McKinney Avenue, Suite 1600
                                        Dallas, Texas 75201

Designated Filer:                       Hicks, Muse, Tate & Furst Equity Fund
                                        III, L.P.

Date of Event Requiring Statement:      December 15, 2014

Issuer Name and Ticker Symbol:          Hemisphere Media Group, Inc. [HMTV]

Signature:                              HM3/GP Partners, L.P.

                                        By:  Hicks, Muse GP Partners III, L.P.,
                                             its general partner

                                        By:  Hicks, Muse Fund III Incorporated,
                                             its general partner


                                        By:  /s/ David W. Knickel
                                             -----------------------------------
                                             David W. Knickel
                                             Vice President and Chief Financial
                                             Officer


Joint Filer Information

Name of Joint Filer:                    HM3 Coinvestors, L.P.

Address of Joint Filer:                 2100 McKinney Avenue, Suite 1600
                                        Dallas, Texas 75201

Designated Filer:                       Hicks, Muse, Tate & Furst Equity Fund
                                        III, L.P.

Date of Event Requiring Statement:      December 15, 2014

Issuer Name and Ticker Symbol:          Hemisphere Media Group, Inc. [HMTV]

Signature:                              HM3 Coinvestors, L.P.

                                        By:  Hicks, Muse GP Partners III, L.P.,
                                             its general partner

                                        By:  Hicks, Muse Fund III Incorporated,
                                             its general partner


                                        By:  /s/ David W. Knickel
                                             ----------------------------------
                                             David W. Knickel
                                             Vice President and Chief Financial
                                             Officer


Joint Filer Information

Name of Joint Filer:                    Hicks, Muse GP Partners III, L.P.

Address of Joint Filer:                 2100 McKinney Avenue, Suite 1600
                                        Dallas, Texas 75201

Designated Filer:                       Hicks, Muse, Tate & Furst Equity Fund
                                        III, L.P.

Date of Event Requiring Statement:      December 15, 2014

Issuer Name and Ticker Symbol:          Hemisphere Media Group, Inc. [HMTV]

Signature:                              Hicks, Muse GP Partners III, L.P.

                                        By:  Hicks, Muse Fund III Incorporated,
                                             its general partner


                                        By:  /s/ David W. Knickel
                                             ---------------------------------
                                             David W. Knickel
                                             Vice President and Chief Financial
                                             Officer


Joint Filer Information

Name of Joint Filer:                    Hicks, Muse Fund III Incorporated

Address of Joint Filer:                 2100 McKinney Avenue, Suite 1600
                                        Dallas, Texas 75201

Designated Filer:                       Hicks, Muse, Tate & Furst Equity Fund
                                        III, L.P

Date of Event Requiring Statement:      December 15, 2014

Issuer Name and Ticker Symbol:          Hemisphere Media Group, Inc. [HMTV]

Signature:                              Hicks, Muse Fund III Incorporated


                                        By:  /s/ David W. Knickel
                                             ---------------------------------
                                             David W. Knickel
                                             Vice President and Chief Financial
                                             Officer