0001209191-15-042194.txt : 20150513 0001209191-15-042194.hdr.sgml : 20150513 20150513151313 ACCESSION NUMBER: 0001209191-15-042194 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150513 FILED AS OF DATE: 20150513 DATE AS OF CHANGE: 20150513 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 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 15857993 BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HICKS MUSE GP PARTNERS III, L.P. CENTRAL INDEX KEY: 0001041912 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 15857994 BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-740-7300 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 FORMER NAME: FORMER CONFORMED NAME: HICKS MUSE GP PARTNERS III LP DATE OF NAME CHANGE: 19970703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HM3 COINVESTORS, L.P. CENTRAL INDEX KEY: 0001041910 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 15857995 BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 214-740-7300 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 15857997 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P. CENTRAL INDEX KEY: 0001023576 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 15857999 BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 FORMER NAME: FORMER CONFORMED NAME: HICKS MUSE TATE & FURST EQUITY FUND III LP DATE OF NAME CHANGE: 19961120 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 15857996 BUSINESS ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147407300 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 FORMER NAME: FORMER CONFORMED NAME: HM3 GP PARTNERS LP DATE OF NAME CHANGE: 19970703 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35886 FILM NUMBER: 15857998 MAIL ADDRESS: STREET 1: 2100 MCKINNEY AVENUE STREET 2: SUITE 1600 CITY: DALLAS STATE: TX ZIP: 75201 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-05-13 1 0001567345 HEMISPHERE MEDIA GROUP, INC. HMTV 0001023576 HICKS, MUSE, TATE & FURST EQUITY FUND III, L.P. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner 0001061170 MUSE JOHN R 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner 0001559307 Rosen Andrew S. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner 0001041911 HM3/GP PARTNERS, L.P. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner 0001041910 HM3 COINVESTORS, L.P. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner 0001041912 HICKS MUSE GP PARTNERS III, L.P. 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner 0001041913 HICKS MUSE FUND III INC 2100 MCKINNEY AVENUE, SUITE 1600 DALLAS TX 75201 0 0 0 1 Former 10% Owner Class A Common Stock 2015-05-13 4 S 0 2884231 D 0 D Class A Common Stock 2015-05-13 4 S 0 88351 D 0 I See Footnotes 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 any 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 any shares of Class A Common Stock of the issuer that may be deemed to be owned beneficially by HM3/GP Partners and any 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 any 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 any 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. Each share of Class A Commmon Stock was disposed of at a price of $11.28 per share pursuant to an underwriting agreement dated May 7, 2015 (the "Underwriting Agreement") between Hemisphere Media Group, Inc., a Delaware corporation, Fund III, HM3 Coinvestors, Azteca Acquisition Holdings, LLC, a Delaware limited liability company, Luxor Spectrum Offshore Master Fund, LP, a limited partnership organized under the laws of the Cayman Islands, and RBC Capital Markets, LLC, a Minnesota limited liability company, as representative of the several underwriters listed in Schedule II of the Underwriting Agreement. The reporting persons may be deemed to be members of a group with other affiliated entities that collectively were 10% owners. The referenced relationships are described in more detail in Amendment No. 2 to Schedule 13D filed on May 13, 2015 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(incorporated by reference to Exhibit 24.1 to the Form 3 of Fund III, filed with the Commission on December 29, 2014). Exhibit 24.2 (incorporated by reference to Exhibit 24.2 to the Form 3 of Fund III, filed with the Commission on December 29, 2014). SEE ATTACHMENTS 2015-05-13 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT 
Signature of Reporting Person
-----------------------------

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, Chief Financial Officer and Secretary
EX-24.2 3 attachment2.htm EX-24.2 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:  May 13, 2015

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

Signature:

                                    /s/ David W. Knickel
                                    --------------------------------------------
                                    John R. Muse (By David W. Knickel,
                                         Attorney-in-Fact, pursuant to
                                         the Power of Attorney dated
                                         December 23, 2014, filed with
                                         the Securities and Exchange
                                         Commission as Exhibit 24.1 to
                                         Form 3 filed by Hicks, Muse,
                                         Tate & Furst Equity Fund III,
                                         L.P. on December 29, 2014)


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:  May 13, 2015

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

Signature:

                                    /s/ David W. Knickel
                                    --------------------------------------------
                                    Andrew S. Rosen (By David W.
                                         Knickel, Attorney-in-Fact,
                                         pursuant to the Power of
                                         Attorney dated December 23,
                                         2014, filed with the Securities
                                         and Exchange Commission as
                                         Exhibit 24.1 to Form 3 filed by
                                         Hicks, Muse, Tate & Furst
                                         Equity Fund III, L.P. on
                                         December 29, 2014)


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:  May 13, 2015

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, Chief Financial
                                          Officer and Secretary


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:  May 13, 2015

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, Chief Financial
                                          Officer and Secretary


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:  May 13, 2015

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, Chief Financial
                                          Officer and Secretary


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:  May 13, 2015

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, Chief Financial
                                          Officer and Secretary