eh1300592_sc13d-hemisphere.htm

0000950142-16-004613.txt : 20161025 0000950142-16-004613.hdr.sgml : 20161025 20161025164742 ACCESSION NUMBER: 0000950142-16-004613 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20161025 DATE AS OF CHANGE: 20161025 GROUP MEMBERS: GATO INVESTMENTS LP GROUP MEMBERS: GEMINI LATIN HOLDINGS, LLC GROUP MEMBERS: INTERMEDIA CINE LATINO, LLC GROUP MEMBERS: INTERMEDIA PARTNERS VII, L.P. GROUP MEMBERS: INTERMEDIA PARTNERS, L.P. GROUP MEMBERS: LEO HINDERY, JR. GROUP MEMBERS: PETER M. KERN SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87408 FILM NUMBER: 161950826 BUSINESS ADDRESS: STREET 1: 4000 PONCE DE LEON BLVD., SUITE 650 CITY: CORAL GABLES STATE: FL ZIP: 33146 BUSINESS PHONE: 305-421-6364 MAIL ADDRESS: STREET 1: 4000 PONCE DE LEON BLVD., SUITE 650 CITY: CORAL GABLES STATE: FL ZIP: 33146 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: InterMedia Partners VII LP CENTRAL INDEX KEY: 0001349499 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 MAIL ADDRESS: STREET 1: 405 LEXINGTON AVENUE STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10174 SC 13D/A 1 eh1601070_13da3-hemisphere.htm AMENDMENT NO. 3 eh1300592_sc13d-hemisphere.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

(Amendment No. 3)*

Hemisphere Media Group, Inc.

(Name of Issuer)

Class A common stock, par value $0.0001 per share

(Title of Class of Securities)

42365Q103

(CUSIP Number)

Mark J. Coleman

InterMedia Partners, L.P.

405 Lexington Avenue, 48th Floor

New York, NY 10174

(212) 503-2850

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

October 21, 2016

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 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 (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 (however, see the Notes).

CUSIP No. 42365Q103

SCHEDULE 13D

Page 2 of 15

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gato Investments LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 17,077,816⁽¹⁾ (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 17,077,816⁽¹⁾ (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,077,816⁽¹⁾ (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.1%⁽²⁾
14	TYPE OF REPORTING PERSON PN

⁽¹⁾	Includes 16,494,671 shares of Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of Issuer’s Class A common stock and 1,166,290 warrants exercisable at any time at the option of the holder thereof into 583,145 shares of Issuer’s Class A common stock.
⁽²⁾	Based on 21,607,230 shares of Issuer’s Class A common stock issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 24, 2016 and including the shares held by Gato Investments LP as described in note 1.

CUSIP No. 42365Q103

SCHEDULE 13D

Page 3 of 15

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Gemini Latin Holdings, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 17,077,816⁽¹⁾ (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 17,077,816⁽¹⁾ (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,077,816⁽¹⁾ (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 44.1%⁽²⁾
14	TYPE OF REPORTING PERSON CO

⁽¹⁾	Includes 16,494,671 shares of Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of Issuer’s Class A common stock and 1,166,290 warrants exercisable at any time at the option of the holder thereof into 583,145 shares of Issuer’s Class A common stock.
⁽²⁾	Based on 21,607,230 shares of Issuer’s Class A common stock issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 24, 2016 and including the shares beneficially owned by Gemini Latin Holdings, LLC as described in note 1.

CUSIP No. 42365Q103

SCHEDULE 13D

Page 4 of 15

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON InterMedia Partners VII, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 419,383 (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 419,383 (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 419,383 (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%⁽¹⁾
14	TYPE OF REPORTING PERSON PN

⁽¹⁾	Based on 21,607,230 shares of Issuer’s Class A common stock issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 24, 2016.

CUSIP No. 42365Q103

SCHEDULE 13D

Page 5 of 15

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON InterMedia Cine Latino, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER -0-
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER -0-

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON -0-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 42365Q103

SCHEDULE 13D

Page 6 of 15

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON InterMedia Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 419,383 (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 419,383 (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 419,383⁽¹⁾ (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%⁽¹⁾
14	TYPE OF REPORTING PERSON PN

⁽¹⁾	Based on 21,607,230 shares of Issuer’s Class A common stock issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 24, 2016.

CUSIP No. 42365Q103

SCHEDULE 13D

Page 7 of 15

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Leo Hindery, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 32,516⁽¹⁾
	8	SHARED VOTING POWER 419,383 (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER 23,751
	10	SHARED DISPOSITIVE POWER 419,383 (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 451,899⁽¹⁾ (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.1%⁽²⁾
14	TYPE OF REPORTING PERSON IN

⁽¹⁾	Includes 8,765 shares of restricted Class A common stock pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. The restricted stock will vest on the day preceding the Issuer’s 2017 annual meeting, subject to the reporting person’s continued service as a director on such vesting date.
⁽²⁾	Based on 21,607,230 shares of Issuer’s Class A common stock issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 24, 2016.

CUSIP No. 42365Q103

SCHEDULE 13D

Page 8 of 15

1	NAME OF REPORTING PERSON OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter M. Kern
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 802,569⁽¹⁾⁽²⁾
	8	SHARED VOTING POWER 17,497,199⁽³⁾ (See Items 3, 4 and 5)
	9	SOLE DISPOSITIVE POWER 776,276
	10	SHARED DISPOSITIVE POWER 17,497,199⁽³⁾ (See Items 3, 4 and 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 18,299,768⁽¹⁾⁽³⁾ (See Items 3, 4 and 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.5%⁽⁴⁾
14	TYPE OF REPORTING PERSON IN

⁽¹⁾	Includes 26,293 shares of restricted Class A common stock pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan. The restricted stock will vest on the day preceding the Issuer’s 2017 annual meeting, subject to the reporting person’s continued service as a director on such vesting date.
⁽²⁾	Includes 680,952 shares of Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of Issuer’s Class A common stock and 48,148 warrants exercisable at any time at the option of the holder thereof into 24,074 shares of Issuer’s Class A common stock.
⁽³⁾	Includes 16,494,671 shares of Issuer’s Class B common stock, convertible at any time at the option of the holder thereof into an equal number of fully paid and non-assessable shares of Issuer’s Class A common stock and 1,166,290 warrants exercisable at any time at the option of the holder thereof into 583,145 shares of Issuer’s Class A common stock.
⁽⁴⁾	Based on 21,607,230 shares of Issuer’s Class A common stock issued and outstanding, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 24, 2016 and including the shares held by Peter M. Kern as described in notes 2 and 3.

CUSIP No. 42365Q103

SCHEDULE 13D

Page 9 of 15

This Amendment No. 3 (“Amendment No. 3”) amends and supplements the statement on Schedule 13D, dated April 15, 2013, as amended by Amendment No. 1 to the statement on Schedule 13D, dated August 4, 2015, and Amendment No. 2 to the statement on Schedule 13D, dated September 7, 2016 (as so amended, the “Schedule 13D”), and is being filed with the Securities and Exchange Commission (the “Commission”) by (i) Gato Investments LP, a Delaware limited partnership (the “Investor”); (ii) Gemini Latin Holdings, LLC, a Delaware limited liability company (the “General Partner”), the general partner of the Investor; (iii) InterMedia Cine Latino, LLC, a Delaware limited liability company (“IMCL”), (iv) InterMedia Partners VII, L.P., a Delaware limited partnership (“IMP” and, together with IMCL, “IM”), the sole member of IMCL; (v) InterMedia Partners, L.P., a Delaware limited partnership (“IM Partners”), the general partner of IMP; (vi) Leo Hindery, Jr., a manager of IM Partners; and (vii) Peter M. Kern (“Kern”), a manager of IM Partners and the controlling person of the General Partner (each of the foregoing, a “Reporting Person,” and collectively, the “Reporting Persons”), relating to the shares of the Class A common stock, par value $0.0001 per share (“Class A common stock”), of Hemisphere Media Group, Inc., a Delaware corporation (the “Issuer”).

Item 2.

Identity and Background.

This Item 2 is hereby amended and restated as below.

(a) This Schedule 13D is being filed on behalf of the following Reporting Persons (each, a “Reporting Person” and collectively, the “Reporting Persons”):

(i) Gato Investments LP, a Delaware limited partnership (the “Investor”);

(ii) Gemini Latin Holdings, LLC, a Delaware limited liability company (the “General Partner”), the general partner of the Investor;

(iii) InterMedia Cine Latino, LLC, a Delaware limited liability company (“IMCL”),

(iv) InterMedia Partners VII, L.P., a Delaware limited partnership (“IMP”), the sole member of IMCL;

(v) InterMedia Partners, L.P., a Delaware limited partnership (“IM Partners”), the general partner of IMP;

(vi) Leo Hindery, Jr., a manager of IM Partners; and

(vii) Peter M. Kern, a manager of IM Partners and the controlling person of the General Partner.

(b) The principal business address for each of the General Partner, IMCL, IMP, IM Partners, the Investor and Messrs. Hindery and Kern is c/o InterMedia Partners, L.P. 405 Lexington Avenue, 48th Floor New York, NY 10174.

(c) The Investor was formed in order to engage in the acquiring, holding and disposing of investments in the Issuer. The General Partner is the general partner of the Investor and was formed in order to engage in the acquiring, holding and disposing of investments in the Issuer.

IMCL was formed in order to engage in the acquiring, holding and disposing of investments in various companies. IMP is the sole member of IMCL and was formed in order to engage in the acquiring, holding and disposing of investments in various companies. IM Partners is the general partner of IMP and was formed in order to engage in the acquiring, holding and disposing of investments in various companies.

Leo Hindery, Jr. is a manager of IM Partners who may be deemed to share the power to direct the voting and disposition of the Issuer’s Class A common stock beneficially owned by IMCL, IMP and IM Partners.

Peter M. Kern is a manager of IM Partners and the controlling person of the General Partner who may be deemed to share the power to direct the voting and disposition of the Issuer’s Class A common stock beneficially owned by the Reporting Persons.

Accordingly, pursuant to the regulations promulgated under Section 13(d) of the Securities Exchange Act of 1934, (i) IMP, IM Partners and Leo Hindery, Jr. may each be deemed to be a beneficial owner of the Issuer’s Class A common stock held for the accounts of IMCL and IMP and (ii) Peter M. Kern may be deemed to be a beneficial owner of the Issuer’s Class A common stock held for the accounts of IMCL, IMP and the Investor.

CUSIP No. 42365Q103

SCHEDULE 13D

Page 10 of 15

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the Investor, IMP and IM Partners is a Delaware limited partnership. Each of the General Partner and IMCL is a Delaware limited liability company. Leo Hindery, Jr. and Peter M. Kern are United States citizens.

Item 3.

Source and Amount of Funds or Other Consideration.

This Item 3 is hereby supplemented by the addition of the information below.

Pursuant to an equity commitment letter, Searchlight capitalized the Investor with an amount in cash sufficient to finance the purchase of the HMG Equity (as defined below) subject to an election of the Cash Option (as defined below) by limited partners, which amount equaled an aggregate purchase price of $153,512,900.

Item 4.

Purpose of Transaction.

This Item 4 is hereby supplemented by the addition of the information below.

As previously disclosed pursuant to the Schedule 13D, in order to provide liquidity options to its limited partners, IMP offered its limited partners the opportunity to elect one of the liquidity options with respect to the equity securities of the Issuer (the “HMG Equity”) owned by IMP and IMCL as described below.

Option 1: The right to receive an in-kind pro rata distribution of the HMG Equity (the “Distribution Option”). At the closing of the Liquidity Transactions (the “Closing”), each limited partner that elected this option received its pro rata distribution of the HMG Equity other than the Forfeiture Shares (as defined below). Immediately prior to the distribution, each applicable share of Class B common stock, par value $0.0001 per share (“Class B common stock”) was automatically converted into shares of Class A common stock pursuant to the Issuer’s amended and restated certificate of incorporation (the “Charter”), except for any securities to be distributed to any limited partner that is a Class B Permitted Transferee (as defined in the Charter). The Forfeiture Shares have been retained by IMP and will be distributed to each limited partner that elected the Distribution Option when such shares are no longer subject to forfeiture;

Option 2: The right to re-invest its pro rata portion of the HMG Equity (the “Rollover Option”) into InterMedia Hemisphere Roll-Over L.P., a Delaware limited partnership (the “Rollover SPV”); or

Option 3: The right to receive a cash payment for its pro rata portion of the HMG Equity (the “Cash Option”) from the Investor.

These transactions are collectively referred to as the “Liquidity Transactions.” See the joint press release issued by IMP and the Issuer, attached as an exhibit to the Issuer’s Current Report on Form 8-K filed with the Commission on October 24, 2016, for additional information.

In connection with the Closing, the provisions of the stockholders’ agreement (the “Stockholders Agreement”), dated September 6, 2016, by and among the Issuer, the Investor, the Rollover SPV, IMP, the General Partner, Kern and Searchlight II HMT, L.P., a Delaware limited partnership (“Searchlight”), relating to stockholder voting, the composition of the Board and the committees of the Board previously described in the Schedule 13D have become effective.

CUSIP No. 42365Q103

SCHEDULE 13D

Page 11 of 15

Item 5.

Interest in Securities of the Issuer.

This Item 5 is hereby amended and restated as below.

Reference to percentage ownerships of Class A common stock in this Schedule 13D are based on (a) 21,607,230 shares of the Issuer’s Class A common stock issued and outstanding following the consummation of the Liquidity Transactions, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on October 24, 2016; (b) 16,494,671 shares of Class B common stock held by the Investor and 1,166,290 warrants to purchase 583,145 shares of Class A common stock held by the Investor; and (c) 680,952 shares of Class B common stock held by Kern and 48,148 warrants to purchase 24,074 shares of Class A common stock held by Kern, in each case, as applicable.

Shares of Issuer’s Class B common stock are convertible in whole or in part at any time at the option of the holder or holders thereof, into an equal number of fully paid and non-assessable shares of Class A common stock. The Issuer’s Class A common stock and Class B common stock have equal rights, except that holders of shares of Class A common stock are entitled to one vote for each such share and the holders of shares of Issuer’s Class B common stock are entitled to ten votes for each such share on each matter properly submitted to the stockholder on which the holders of the Issuer’s common stock are entitled to vote.

Certain of the HMG Equity, including the shares of Class A common stock held by IMP, are subject to forfeiture (the “Forfeiture Shares”) pursuant to the Equity Restructuring and Warrant Purchase Agreement, dated as of January 22, 2013, by and among Azteca Acquisition Corporation, the Issuer, Azteca Acquisition Holdings, LLC, Brener International Group, LLC, IMP, IMCL, Cinema Aeropuerto, S.A de C.V and the other parties identified therein (which agreement is incorporated by reference to Exhibit 10.2 to Azteca Acquisition Corporation’s Current Report on Form 8-K filed with the Commission on January 23, 2013). The Forfeiture Shares are subject to forfeiture unless the last sale price of Class A common stock equals or exceeds $15.00 per share for any 20 trading days within at least one 30-trading day period before April 4, 2018 (the “Vesting Condition”). Upon satisfaction of the Vesting Condition, the Forfeiture Shares held by IMP will be distributed by IMP to certain of its limited partners.

(a)

(i) As of the date hereof, the Investor may be deemed to be the beneficial owner of 17,077,816 shares of Class A common stock, constituting 44.1% of the Class A common stock of the Issuer.

(ii) As of the date hereof, the General Partner may be deemed to be the beneficial owner of 17,077,816 shares of Class A common stock, constituting 44.1% of the Class A common stock of the Issuer.

(iii) As of the date hereof, IMP may be deemed to be the beneficial owner of 419,383 shares of Class A common stock, constituting 1.9% of the Class A common stock of the Issuer.

(iv) As of the date hereof, IM Partners may be deemed to be the beneficial owner of 419,383 shares of Class A common stock, constituting 1.9% of the Class A common stock of the Issuer.

(v) As of the date hereof, Leo Hindery, Jr. may be deemed to be the beneficial owner of 451,899 shares of Class A common stock, constituting 2.1% of the Class A common stock of the Issuer.

(vi) As of the date hereof, Peter M. Kern may be deemed to be the beneficial owner of 18,299,768 shares of Class A common stock, constituting 46.5% of the Class A common stock of the Issuer.

(b)

(i) The Investor may be deemed to have sole power to vote or direct the vote of no shares of Class A common stock; have the shared power to vote or direct the vote of 17,077,816 shares of Class A common stock; have the sole power to dispose or direct the disposition of no shares of Class A common stock; and have shared power to dispose or direct the disposition of 17,077,816 shares of Class A common stock.

(ii) IMP may be deemed to have sole power to vote or direct the vote of no shares of Class A common stock; have the shared power to vote or direct the vote of 419,383 shares of Class A common stock; have the sole power to dispose or direct the disposition of no shares of Class A common stock; and have shared power to dispose or direct the disposition of 419,383 shares of Class A common stock.

(iii) By virtue of the relationships between and among IMP, IM Partners, Leo Hindery, Jr. and Kern described

CUSIP No. 42365Q103

SCHEDULE 13D

Page 12 of 15

in Item 2 of this Schedule 13D, each of IM Partners, Leo Hindery, Jr. and Kern may be deemed to share the power to direct the voting and disposition of the 419,383 shares of Class A common stock beneficially owned by IMP. However, IMP, IM Partners, Leo Hindery, Jr. and Kern have agreed to vote the 419,383 shares of Class A common stock in the same proportion as the vote of all holders of the Class A common stock. Each of IM Partners, Leo Hindery, Jr. and Kern disclaims beneficial ownership of the shares of Class A common stock beneficially owned by such persons.

(iv) By virtue of the relationships between and among the Investor, the General Partner and Kern described in Item 2 of this Schedule 13D, each of the General Partner and Kern may be deemed to share the power to direct the voting and disposition of the 17,077,816 shares of Class A common stock beneficially owned by the Investor. Each of the General Partner and Peter M. Kern disclaims beneficial ownership of the shares of Class A common stock beneficially owned by such persons, except to the extent of its or his pecuniary interest therein.

(c)

The information set forth in Items 3 and 4 above is hereby incorporated by reference into this Item 5(c), as applicable.

(d)

Certain limited partners of IMP and limited partners of the Investor have the right to participate in the receipt of dividends from, or proceeds from the sale of, the shares of Class A common stock beneficially held for the account of IMP and the Investor in accordance with their ownership interests in IMP and the Investor. Searchlight has rights associated with more than five percent of the Issuer’s Class A common stock based upon their ownership interest in the Investor.

(e)

As of October 21, 2016, each of IMCL, IMP, IM Partners and Leo Hindery, Jr. ceased to be the beneficial owner of more than five percent of the Class A common stock of the Issuer.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

This Item 6 is hereby supplemented by the addition of the information below.

Amendment and Waiver

On October 21, 2016, the Issuer, the Investor, the Rollover SPV, IMP, the General Partner, Kern and Searchlight entered into an amendment (the “Amendment”) to the Stockholders Agreement. The Amendment amended the Stockholders Agreement to, among other things, amend the thresholds for Searchlight GP’s right to nominate two directors to the Board of the Company.

In accordance with the stock purchase agreement, dated as of September 6, 2016, by and among the Investor and IM (the “Stock Purchase Agreement”), on October 21, 2016, the Investor waived the condition to Closing that limited partners of IMP elect the Cash Option with respect to a sufficient amount of HMG Equity such that the aggregate purchase price paid to such limited partners at the Closing by the Investor is no less than $162.5 million (the “Waiver” and, together with the Amendment, the “Amendment and Waiver”). No consent of Kern or IMP was needed in connection with such waiver.

The foregoing description of the Amendment and Waiver does not purport to be complete and is qualified in its entirety by reference to the full Amendment and Waiver attached hereto as Exhibit 1, which is incorporated herein by reference.

Investor Limited Partnership Agreement

On October 21, 2016, the General Partner and Searchlight entered into the amended and restated limited partnership agreement of the Investor in the form previously attached to the Schedule 13D, which was previously described in the Scheduled 13D.

Joinders

In connection with the Closing, each of the Investor and Kern entered into a joinder (collectively, the “Lock-Up Joinders”) to the Lock-Up Agreement, dated January 22, 2013 (the “Lock-Up Agreement”), among the Company, IM, IMCL and the other parties thereto. Pursuant to the Lock-Up Joinders, each of the Investor and Kern agreed to become party to the Lock-Up

CUSIP No. 42365Q103

SCHEDULE 13D

Page 13 of 15

Agreement and agreed that the Forfeiture Shares are subject to the terms and conditions of the Lock-Up Agreement. The foregoing description of the Lock-Up Joinders does not purport to be complete and is qualified in its entirety by reference to the full Lock-Up Joinders filed herewith as Exhibit 2 and Exhibit 3 and incorporated herein by reference.

In connection with the Closing, each of the Investor and Kern entered into a joinder (collectively, the “Registration Rights Joinders”) to the Registration Rights Agreement, dated as of January 22, 2013 and as further amended from time to time (the “Registration Rights Agreement”), by and among the Issuer and certain investors named therein. Pursuant to the Registration Rights Joinders, the Investor and Kern have the right to require the Issuer to register the offer and sale of all or some of the Class A common stock (including upon conversion of their Class B common stock and warrants) under the Securities Act of 1933, as amended, in certain circumstances, subject to the requirements of the Registration Rights Agreement, and also have the right to include those shares in a registration initiated by the Issuer.

The foregoing description of the Registration Rights Joinders does not purport to be complete and is qualified in its entirety by reference to the full Registration Rights Joinders filed herewith as Exhibit 4 and Exhibit 5 and incorporated herein by reference.

Joint Filing Agreement

On October 21, 2016, each of the Reporting Persons entered into an agreement (the “Joint Filing Agreement”) in which the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached as Exhibit 6 hereto and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Exhibit 1:	Amendment No. 1 to Stockholders Agreement and Waiver of Minimum Condition, dated as of October 21, 2016, by and among Hemisphere Media Group, Inc., Gato Investments LP, InterMedia Hemisphere Roll-Over L.P., InterMedia Partners VII, L.P., Gemini Latin Holdings, LLC, Peter M. Kern, an individual, and Searchlight II HMT, L.P.
Exhibit 2:	Joinder to Lock-Up Agreement, dated October 21, 2016, among Gato Investments LP and Hemisphere Media Group, Inc.
Exhibit 3:	Joinder to Lock-Up Agreement, dated October 21, 2016, among Peter M. Kern, an individual, and Hemisphere Media Group, Inc.
Exhibit 4:	Acknowledgement and Agreement to Registration Rights Agreement, dated as of October 21, 2016, between Peter M. Kern, an individual, and InterMedia Partners VII, L.P.
Exhibit 5:	Acknowledgement and Agreement to Registration Rights Agreement, dated as of October 21, 2016, among Gato Investments LP, InterMedia Partners VII, L.P. and InterMedia Cine Latino, LLC.
Exhibit 6:	Joint Filing Agreement, dated as of October 25, 2016, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.

CUSIP No. 42365Q103

SCHEDULE 13D

Page 14 of 15

SIGNATURE

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

Date: October 25, 2016

GATO INVESTMENTS LP

By: Gemini Latin Holdings, LLC
its General Partner

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern
	Title:	Managing Member


GEMINI LATIN HOLDINGS, LLC

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern
	Title:	Managing Member


INTERMEDIA CINE LATINO, LLC

By: InterMedia Partners VII, L.P.
its Sole Member

By: InterMedia Partners, L.P.
its General Partner

By: HK Capital Partners, LLC
its General Partner

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern
	Title:	Managing Partner


INTERMEDIA PARTNERS VII, L.P.

By: InterMedia Partners, L.P.
its General Partner

By: HK Capital Partners, LLC
its General Partner

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern
	Title:	Managing Partner

CUSIP No. 42365Q103

SCHEDULE 13D

Page 15 of 15

INTERMEDIA PARTNERS, L.P.

By: HK Capital Partners, LLC
its General Partner

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern
	Title:	Managing Partner


LEO HINDERY, JR.

By:	/s/ LEO HINDERY, JR.
	Name:	Leo Hindery, Jr.


PETER M. KERN

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

EX-99.1 2 eh1601070_ex9901.htm EXHIBIT 1

EXHIBIT 1

STRICTLY CONFIDENTIAL

AMENDMENT NO. 1 TO

STOCKHOLDERS AGREEMENT AND

WAIVER OF MINIMUM CONDITION

This Amendment No. 1, dated as of October 21, 2016 (this “Amendment”), amends, as further set forth herein, the Stockholders Agreement, dated as of September 6, 2016 (the “Original SHA”), by and among Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), Gato Investments LP, a Delaware limited partnership (the “Investor”), InterMedia Hemisphere Roll-Over L.P., a Delaware limited partnership (the “Rollover SPV”), InterMedia Partners VII, L.P., a Delaware limited partnership (“IMPVII”), Gemini Latin Holdings, LLC, a Delaware limited liability company (the “General Partner”), Peter M. Kern, an individual (“Kern”), and Searchlight II HMT, L.P., a Delaware limited partnership (“Searchlight”).

RECITALS

WHEREAS, the relevant parties entered into the Original SHA on September 6, 2016;

WHEREAS, the Investor, IMPVII and InterMedia Cine Latino, LLC, a Delaware limited liability company (“IMCL”) entered into a Stock Purchase Agreement (the “Original SPA”) on September 6, 2016;

WHEREAS, pursuant Section 2.1(c) of the Original SPA, on October 21, 2016, IMPVII delivered the Election Completion Notice (as defined in the Original SPA) to the Investor and the Special Committee (as defined in the Original SPA), and such Election Completion Notice stated that the Minimum Condition (as defined in the Original SPA) was not satisfied following the completion of the election process of the IMPVII limited partners described in Section 2.1(a) of the Original SPA; and

WHEREAS, the parties hereto desire to amend the Original SHA as further set forth herein and in connection therewith Investor desires to waive the Minimum Condition (as defined in the Original SPA).

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, intending to be legally bound, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS AND EFFECTIVENESS

Section 1.1 Definitions. Capitalized terms used but not defined herein shall have the meanings set forth in the Original SHA.

Section 1.2 Effectiveness. Articles II and III of this Amendment shall be effective upon the consummation of the Closing. All other provisions of this Amendment are effective as of the execution of this Amendment.

ARTICLE II
GOVERNANCE

Section 2.1 Definitions:

(a) Section 1.1 of the Original SHA is hereby amended by adding the following definitions therein:

“Economic Interest” means, as of any date of determination, the percentage represented by the quotient of (i) the number of Voting Securities that are Beneficially Owned by the Investor, Searchlight or any of Searchlight’s controlled Affiliates and (ii) the number of all outstanding Voting Securities.

“Excluded Person” means any Person that, on October 21, 2016, holds Class B Shares, and any Person that is a Class B Permitted Transferee (as defined in the Certificate of Incorporation).

(b) The definition of “Board Designation Expiration Date” is hereby deleted in its entirety and replaced with the following:

“Board Designation Expiration Date” means the earlier to occur of (i) the date on which the Investor Percentage Interest is less than 10%, (ii) the date on which this Agreement is validly terminated pursuant to Article V and (iii) the date on which Searchlight delivers a notice to the Company to terminate its right to nominate Searchlight Designees pursuant to Section 2.1(k) or Section 2.1(m).

Section 2.2 Election and Appointment of Searchlight Designees.

(a) The first sentence of Section 2.1(b)(i) of the Original SHA is hereby deleted in its entirety and replaced with the following:

In connection with each annual or special meeting of stockholders of the Company at which Class II or Class III Directors are to be elected, or any written consent of the stockholders of the Company pursuant to which Class II or Class III Directors are to be elected (each such meeting or consent, an “Election Meeting”), Searchlight GP shall have the right to designate for nomination a number of Searchlight Designees as follows: (A) (x) prior to the occurrence of a Termination Event (as defined in the SPV LPA), if the Investor Percentage Interest is greater than or equal to 30%, one (1) Searchlight Designee to each of Class II and Class III, and (y) following the occurrence of a Termination Event (as defined in the SPV LPA), if the Investor Percentage Interest is greater than or equal to 20% and the Economic Interest is greater than or equal to 30%, one (1) Searchlight Designee to each of Class II and Class III; (B) if at the relevant time the conditions set forth in Section 2.1(b)(i)(A) are not satisfied but the Investor

- 2 -

Percentage Interest is greater than or equal to 10%, one (1) Searchlight Designee to Class III (but no Searchlight Designee to Class II) (the occurrence of the relevant conditions set forth in Section 2.1(b)(i)(A) ceasing to be satisfied, a “Designee Decrease Trigger”); and (C) if the Investor Percentage Interest is less than 10%, no Searchlight Designees.

(b) The second sentence of Section 2.1(e) of the Original SHA is hereby deleted in its entirety and replaced with the following:

As soon as practicable, but in no event later than two (2) Business Days, (i) following the occurrence of a Designee Decrease Trigger, the number of Searchlight Designees serving on the Board shall be reduced from two (2) to one (1) and one (1) of the Searchlight Designees (as determined by Searchlight GP) then serving on the Board shall be deemed to have resigned in accordance with the terms of such Searchlight Designee’s Irrevocable Resignation Letter and (ii) following the Board Designation Expiration Date, any Searchlight Designee or Designees then serving on the Board shall be deemed to have resigned in accordance with the terms of such Searchlight Designee’s Irrevocable Resignation Letter.

Section 2.3 Voting by Searchlight. The proviso at the end of Section 2.1(j) of the Original SHA is hereby deleted in its entirety and replaced with the following:

provided that this Section 2.1(j) shall (x) apply to any Searchlight Additional Shares acquired in accordance with Section 3.9(a) for so long as the Searchlight GP has the right to nominate one or more Searchlight Designees pursuant to this Agreement and (y) otherwise apply to Searchlight only to the extent Searchlight has voting power over any Voting Securities and the Searchlight GP has the right to nominate one or more Searchlight Designees pursuant to this Agreement.

ARTICLE III
STANDSTILL AMENDMENT AND ELECTION COMPLETION

Section 3.1 Standstill.

(a) Section 3.9(a) of the Original SHA is hereby amended to add the following at the end thereof:

; and provided, further, that notwithstanding anything herein to the contrary, Searchlight and any of the Searchlight Affiliates may offer to acquire or acquire (or propose, agree or seek permission, to acquire), of record or beneficially, by purchase, sale or otherwise, from any Person other than an Excluded Person, registered Class A Shares or rights or options to acquire registered Class A Shares (the “Additional Searchlight Shares”) for so long as the aggregate ownership of Additional Searchlight Shares (assuming, for this purpose, that any

- 3 -

rights or options to acquire interests in Class A Shares acquired pursuant to this proviso have been exercised) at any particular date of determination by Searchlight and the Searchlight Affiliates is equal to or less than 2,000,000 Additional Searchlight Shares (which number shall be appropriately adjusted to take into account any reclassification, recapitalization, stock split or combination, exchange or readjustment of shares by the Company).

(b) In the parenthetical in Section 3.1(a)(ii) that reads “(excluding any Rights Plan that applies to the acquisition of any additional Class A Shares by Searchlight or any of its Affiliates beyond the Purchased Interests and the Director Equity)”, the words “, the Additional Searchlight Shares” are hereby added immediately after the words “Purchased Interests” therein.

(m) For so long as Searchlight or any Searchlight Affiliate has voting power over any Searchlight Additional Shares and Searchlight GP has the right to nominate one or more Searchlight Designees pursuant to this Section 2.1, Searchlight and any such Searchlight Affiliate shall, at each annual or special meeting of stockholders of the Company at which directors are to be elected or appointed, or any written consent of the stockholders of the Company pursuant to which directors are to be elected or appointed, vote all such Searchlight Additional Shares in favor of all nominees included in the Company’s slate of nominees to be elected or appointed at such meeting or by such written consent in the same proportion as the vote of the holders of the Class A Shares (other than Searchlight and the Searchlight Affiliates) with respect to each such nominee (other than any Searchlight Designees and any Independent Directors, for which Searchlight and the Searchlight Affiliates shall vote all Searchlight Additional Shares in favor); provided, that Searchlight may, by written notice to the Company, elect at any time to terminate its right to nominate Searchlight Designees pursuant to this Section 2.1 and, thereafter, Searchlight and the Searchlight Affiliates may vote all Searchlight Additional Shares in their sole discretion and this Section 2.1 (other than Section 2.1(e)) and Section 2.3 shall terminate and be of no further force and effect.

(d) Section 2.1(l) of the Original SHA is hereby amended to delete the reference to “Section 2.1(i), (j) or (k)” and replace it with a reference to “Section 2.1(i), (j), (k) or (m)”.

ARTICLE IV
REPRESENTATIONS AND WARRANTIES

Section 4.1 Representations and Warranties of the Company. The Company represents and warrants to each Investor Party as follows:

(a) Organization and Power. The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware and

- 4 -

has the corporate power and authority to enter into this Amendment and to carry out its obligations hereunder.

(b) Authorization. Assuming the accuracy of the representation and warranty of the Investor Parties set forth in Section 4.2(e), the execution, delivery and performance of this Amendment by the Company has been duly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize this Amendment or the transactions contemplated hereby.

(c) Enforceability. This Amendment has been duly executed and delivered by the Company and, assuming the accuracy of the representation and warranty of the Investor Parties set forth in Section 4.2(e), constitutes a valid and binding obligation of the Company, and, assuming this Amendment constitutes a valid and binding obligation of the other parties hereto and the accuracy of the representation and warranty of the Investor Parties set forth in Section 4.2(e), is enforceable against the Company in accordance with its terms.

(d) No Conflicts. None of the execution, delivery or performance of this Amendment by the Company constitutes a breach or violation of or conflicts with the Company’s Certificate of Incorporation or amended and restated bylaws or any contract or agreement to which the Company is party or by which it is bound.

Section 4.2 Representations and Warranties of the Investor Parties (other than Kern). Each of Investor Parties (other than Kern) represents and warrants, severally and not jointly, to each of the other parties hereto as follows:

(a) Organization and Power. If such Investor Party is an entity, it is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization and has the corporate or similar power and authority to enter into this Amendment and to carry out his or its obligations hereunder.

(b) Authorization. The execution, delivery and performance of this Amendment by such Investor Party and the consummation by such Investor Party of the transactions contemplated hereby have been duly authorized by all necessary action on the part of such Investor Party and no other corporate or similar proceedings on the part of such Investor Party are necessary to authorize this Amendment or any of the transactions contemplated hereby.

(c) Enforceability. This Amendment has been duly executed and delivered by such Investor Party and constitutes a valid and binding obligation of such Investor Party, and, assuming this Amendment constitutes a valid and binding obligation of the other parties hereto, is enforceable against such Investor Party in accordance with its terms.

(d) No Conflicts. None of the execution, delivery or performance of this Amendment by such Investor Party constitutes a breach or violation of or conflicts with its organization documents or any contract or agreement to which such Investor Party is a party or by which it is bound.

- 5 -

(e) Ownership. As of the date of the Original SHA, none of the Investor Parties (other than IMPVII, IMCL and Kern) was an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company. Each of IMPVII, IMCL and Kern has been an “interested stockholder” (as defined in Section 203 of the DGCL) of the Company for at least three years prior to the date of the Original SHA.

Section 4.3 Representations and Warranties of Kern. Kern represents and warrants to each of the other parties hereto as follows:

(a) Enforceability. This Amendment has been duly executed and delivered by Kern and constitutes a valid and binding obligation of Kern, and, assuming this Amendment constitutes a valid and binding obligation of the other parties hereto, is enforceable against such Investor Party in accordance with its terms.

(b) No Conflicts. None of the execution, delivery or performance of this Amendment by Kern constitutes a breach or violation of or conflicts with its organization documents or any contract or agreement to which Kern is a party or by which he is bound.

Section 4.4 Representation and Warranty of IMPVII. IMPVII represents and warrants to the Company and Searchlight that the information set forth in the Election Completion Notice is true and correct.

ARTICLE V
MISCELLANEOUS

Section 5.1 Incorporation by Reference. Each of the following Sections of the Original SHA is incorporated herein by reference, mutatis mutandis: Sections 6.1 (No Survival), 6.2 (Amendment and Modification), 6.3 (Assignment; No Third-Party Beneficiaries), 6.5 (Severability), 6.6 (Notices and Addresses), 6.7 (Counterparts), 6.8 (Further Assurances), 6.9 (Remedies), 6.10 (Governing Law; Jurisdiction and Venue) and 6.11 (Adjustments).

Section 5.2 Waiver of Minimum Condition. For all purposes under the Original SPA, the Investor hereby waives the Minimum Condition (including its right to terminate the Original SPA pursuant to Section 7.1(d) of the Original SPA) and this Section 5.2 shall constitute a waiver in writing of such condition in accordance with Section 2.2(a) and Section 9.8) of the Original SPA.

Section 5.3 Consent of the Independent Committee. Pursuant to Section 6.2 of the Original SHA, the Independent Committee, by virtue of its approval of the Company’s execution of this Amendment, hereby grants its consent to the amendments to the Original SHA set forth herein.

Section 5.4 Binding Effect; Entire Agreement. This Amendment and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns and executors, administrators and heirs. This Amendment, together with the SPV LPA, the Original SPA (including the waiver set forth herein) and the Original SHA (as amended hereby), in each case with respect to the relevant parties thereto, embody the complete agreement and understanding among such parties with respect to the

- 6 -

subject matter hereof or thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way. Other than as set forth in this Amendment, all of the provisions of the Original SHA and the Original SPA remain in full force and effect.

[Remainder of page intentionally left blank.]

- 7 -

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written.

HEMISPHERE MEDIA GROUP, INC.

By:	/s/ Alan J. Sokol
	Name:	Alan J. Sokol
	Title:	President and Chief Executive Officer


INTERMEDIA HEMISPHERE ROLL-OVER L.P.

By: Gemini Latin Holdings, LLC, its General Partner

By:	/s/ Peter M. Kern
	Name:	Peter M. Kern
	Title:	Managing Member


GEMINI LATIN HOLDINGS, LLC

By:	/s/ Peter M. Kern
	Name:	Peter M. Kern
	Title:	Managing Member


/s/ Peter Kern
Peter Kern


INTERMEDIA PARTNERS VII, L.P.

By: InterMedia Partners, L.P., its General Partner

By: HK Capital Partners, LLC, its General Partner

By:	/s/ Peter M. Kern
	Name:	Peter M. Kern
	Title:	Managing Partner

[Signature Page to Amendment No. 1 to Stockholders Agreement and Waiver of Minimum Condition]

GATO INVESTMENTS LP

By:	/s/ Andrew Frey
	Name:	Andrew Frey
	Title:	Authorized Person


SEARCHLIGHT II HMT, L.P.

By: Searchlight II HMT GP, LLC, its general partner

By:	/s/ Andrew Frey
	Name:	Andrew Frey
	Title:	Authorized Person

[Signature Page to Amendment No. 1 to Stockholders Agreement and Waiver of Minimum Condition]

Exhibit A

Form of Irrevocable Resignation Letter

[Date]

Hemisphere Media Group, Inc.

4000 Ponce de Leon Blvd., Suite 650

Coral Gables, FL 33146

Attention: Peter M. Kern, Chairperson of the Board of Directors

Re: Irrevocable Resignation

Dear Mr. Kern:

Reference is made to that certain Stockholders Agreement, dated as of September 6, 2016, as amended by that certain Amendment No. 1, dated as of October 21, 2016 (as so amended and as it may be further amended from time to time, the “Agreement”), entered into by and among Hemisphere Media Group, Inc., a Delaware corporation (the “Company”), Gato Investments LP, a Delaware limited partnership, InterMedia Hemisphere Roll-Over L.P., a Delaware limited partnership, InterMedia Partners VII, L.P., a Delaware limited partnership, Gemini Latin Holdings, LLC, a Delaware limited liability company, Peter M. Kern, an individual, and Searchlight II HMT, L.P., a Delaware limited partnership. Capitalized terms used but not defined herein have the meanings set forth in the Agreement.

For purposes of this letter, a “Trigger Event” means that at the relevant time, the conditions set forth in Section 2.1(b)(i)(A) of the Agreement (which conditions, if satisfied, grant Searchlight GP the right to select two Searchlight Designees to serve on the Board) are not satisfied.

I hereby irrevocably tender my resignation as a director of the Company, provided that this resignation shall be effective only upon the first of the following to occur: (A) the Board Designation Expiration Date; (B) the Trigger Event occurs, and prior to the Trigger Event, Searchlight GP has sent a written notice to the Company in the manner contemplated by Section 6.6 of the Agreement stating that I am the Searchlight Designee determined by Searchlight GP to resign upon a Trigger Event; and (C) the Trigger Event occurs, and prior to the Trigger Event, Searchlight GP has not sent a written notice to the Company in the manner contemplated by Section 6.6 of the Agreement naming any Searchlight Designee as the Searchlight Designee to resign upon a Trigger Event, two Searchlight Designees are then serving on the Board, and my last name precedes, on an alphabetic basis, the last name of the other Searchlight Designee serving on the Board.

I understand that the Company is relying on this irrevocable resignation in connection with entering into the Agreement. This resignation is irrevocable and may not be withdrawn by me at any time.

A-1

Very truly yours,


	Director

SWORN TO AND SUBSCRIBED

before me this __th day of _____, 20___.

Notary Public

A-2

EX-99.2 3 eh1601070_ex9902.htm EXHIBIT 2

EXHIBIT 2

EXECUTION VERSION

ACKNOWLEDGMENT AND AGREEMENT

Joinder to Lock-Up Agreement

October 21, 2016

WHEREAS, Gato Investments LP, a Delaware limited partnership (the “Transferee”) wishes to receive, from InterMedia Partners VII, L.P., a Delaware limited partnership (“IMPVII”), and InterMedia Cine Latino, LLC, a Delaware limited liability company (together with IMPVII, the “Transferors”), collectively, 16,494,671 shares, par value $0.0001 per share, of Class B common stock (the “Class B Common Stock”), of Hemisphere Media Group, Inc., a Delaware corporation (the “Company”) of which 478,413 shares are subject to forfeiture pursuant to the Equity Restructuring and Warrant Purchase Agreement (the “Forfeiture Shares”);

WHEREAS, the Forfeiture Shares are subject to that certain Lock-Up Agreement, dated as of January 22, 2013 (the “Agreement”), by and among the Company and certain investors named therein. Capitalized terms used herein and not otherwise defined are given the meaning assigned to such terms in the Agreement;

WHEREAS, the Transferee has been given a copy of the Agreement and afforded ample opportunity to read it, and the Transferee is thoroughly familiar with its terms; and

WHEREAS, pursuant to the terms of the Agreement, the Transferor may not Transfer all or any portion of the Transferor’s Forfeiture Shares unless in compliance with the Agreement and in accordance with Section 2 and Section 3 thereof. This Acknowledgment and Agreement constitutes a joinder agreement as contemplated by Section 3(a) of the Agreement.

NOW, THEREFORE, in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce the Transferor to transfer such Forfeiture Shares to the Transferee and the Company to permit such transfer, the Transferee does hereby acknowledge and agree that (i) the Transferee has been given a copy of the Agreement and ample opportunity to read it, and is thoroughly familiar with its terms, (ii) the Forfeiture Shares are subject to the terms and conditions set forth in the Agreement and (iii) the Transferee shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto.

[Signature page follows]

	GATO INVESTMENTS LP

	By:	Searchlight II HMT GP, LLC, its general partner


	By:	/s/ Andrew Frey
	Name:	Andrew Frey
	Title:	Authorized Person

[Signature Page to Acknowledgement and Agreement]

ACKNOWLEDGED AND AGREED:

HEMISPHERE MEDIA GROUP, INC.


By:	/s/ Alex J. Tolson
Name:	Alex J. Tolston
Title:	General Counsel and Corporate Secretary

[Signature Page to Acknowledgement and Agreement]

EX-99.3 4 eh1601070_ex9903.htm EXHIBIT 3

EXHIBIT 3

EXECUTION VERSION

ACKNOWLEDGMENT AND AGREEMENT

Joinder to Lock-Up Agreement

October 21, 2016

WHEREAS, Peter M. Kern, an individual (the “Transferee”), wishes to receive, from InterMedia Partners VII, L.P., a Delaware limited partnership (the “Transferor”), collectively, 680,592 shares, par value $0.0001 per share, of Class B common stock (the “Class B Common Stock”), of Hemisphere Media Group, Inc., a Delaware corporation (the “Company”) of which 30,952 shares are subject to forfeiture pursuant to the Equity Restructuring and Warrant Purchase Agreement (the “Forfeiture Shares”);

WHEREAS, the Transferee has been given a copy of the Agreement and afforded ample opportunity to read it, and the Transferee is thoroughly familiar with its terms; and

[Signature page follows]

	PETER M. KERN


	/s/ Peter M. Kern

[Signature Page to Acknowledgement and Agreement]

ACKNOWLEDGED AND AGREED:

HEMISPHERE MEDIA GROUP, INC.


By:	/s/ Alex J. Tolson
Name:	Alex J. Tolston
Title:	General Counsel and Corporate Secretary

[Signature Page to Acknowledgement and Agreement]

EX-99.4 5 eh1601070_ex9904.htm EXHIBIT 4

EXHIBIT 4

EXECUTION VERSION

ACKNOWLEDGMENT AND AGREEMENT

This ACKNOWLEDGMENT AND AGREEMENT (“Acknowledgement”) to that certain Registration Rights Agreement, dated as of January 22, 2013 and as further amended from time to time (the “Agreement”), by and among the Hemisphere Media Group, Inc. (the “Company”) and certain Investors named therein is entered into as of October 21, 2016, by and among Gato Investments LP, a Delaware limited partnership (the “Transferee”), InterMedia Partners VII, L.P., a Delaware limited partnership (“IMPVII”), and InterMedia Cine Latino, LLC, a Delaware limited liability company (together with IMPVII, the “Transferors”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

WHEREAS, the Transferee wishes to receive from the Transferors, collectively, 16,494,671 shares of Class B Common Stock (the “Transferred Common Stock”), and 1,166,290 Warrants to purchase Class A Common Stock (the “Transferred Warrants”), as the case may be;

WHEREAS, the Transferred Common Stock and Transferred Warrants are subject to the Agreement;

WHEREAS, the Transferee has been given a copy of the Agreement and afforded ample opportunity to read it, and the Transferee is thoroughly familiar with its terms; and

WHEREAS, pursuant to the terms of the Agreement, the Transferors are prohibited from transferring the registration rights and requirements and related rights of Holders conferred in the Agreement (the “Registration Rights”) related to the Transferred Common Stock and Transferred Warrants that constitute the Registrable Securities unless in compliance with the Agreement and in accordance with Section 9(g) thereof. This Acknowledgment constitutes a joinder agreement as contemplated by Section 9(g) of the Agreement.

NOW, THEREFORE, in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce the Transferors to transfer such Transferred Common Stock and Transferred Warrants to the Transferee and the Company to permit the transfer of the Registration Rights, the Transferee does hereby acknowledge and agree that (i) the Transferee has been given a copy of the Agreement and ample opportunity to read it, and is thoroughly familiar with its terms, (ii) the Transferred Common Stock and Transferred Warrants are subject to the terms and conditions set forth in the Agreement and (iii) the Transferee shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto.

[Signature pages follow]

GATO INVESTMENTS LP
By:	Searchlight II HMT GP, LLC, its general partner

By:	/s/ Andrew Frey
	Name:	Andrew Frey
	Title:	Authorized Person

[Signature Page to Acknowledgment and Agreement]

INTERMEDIA PARTNERS VII, L.P.
By: InterMedia Partners, L.P., its General Partner
By: HK Capital Partners, LLC, its General Partner

By:	/s/ Peter M. Kern
	Name:	Peter M. Kern
	Title:	Managing Partner


INTERMEDIA CINE LATINO, LLC
By: InterMedia Partners VII, L.P., its Sole Member
By: InterMedia Partners, L.P., its General Partner
By: HK Capital Partners, LLC, its General Partner

By:	/s/ Peter M. Kern
	Name:	Peter M. Kern
	Title:	Managing Partner

[Signature Page to Acknowledgment and Agreement]

EX-99.5 6 eh1601070_ex9905.htm EXHIBIT 5

EXHIBIT 5

EXECUTION VERSION

ACKNOWLEDGMENT AND AGREEMENT

This ACKNOWLEDGMENT AND AGREEMENT (“Acknowledgement”) to that certain Registration Rights Agreement, dated as of January 22, 2013 and as further amended from time to time (the “Agreement”), by and among the Hemisphere Media Group, Inc. (the “Company”) and certain Investors named therein is entered into as of October 21, 2016, by and among Peter M. Kern, an individual (the “Transferee”), InterMedia Partners VII, L.P., a Delaware limited partnership (the “Transferor”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

WHEREAS, the Transferee wishes to receive from the Transferor, collectively, 680,952 shares of Class B Common Stock (the “Transferred Common Stock”), and 48,148 Warrants to purchase Class A Common Stock (the “Transferred Warrants”), as the case may be;

WHEREAS, the Transferred Common Stock and Transferred Warrants are subject to the Agreement;

WHEREAS, the Transferee has been given a copy of the Agreement and afforded ample opportunity to read it, and the Transferee is thoroughly familiar with its terms; and

WHEREAS, pursuant to the terms of the Agreement, the Transferor is prohibited from transferring the registration rights and requirements and related rights of Holders conferred in the Agreement (the “Registration Rights”) related to the Transferred Common Stock and Transferred Warrants that constitute the Registrable Securities unless in compliance with the Agreement and in accordance with Section 9(g) thereof. This Acknowledgment constitutes a joinder agreement as contemplated by Section 9(g) of the Agreement.

NOW, THEREFORE, in consideration of the mutual premises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and to induce the Transferor to transfer such Transferred Common Stock and Transferred Warrants to the Transferee and the Company to permit the transfer of the Registration Rights, the Transferee does hereby acknowledge and agree that (i) the Transferee has been given a copy of the Agreement and ample opportunity to read it, and is thoroughly familiar with its terms, (ii) the Transferred Common Stock and Transferred Warrants are subject to the terms and conditions set forth in the Agreement and (iii) the Transferee shall become a party to the Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the Agreement as though an original party thereto.

[Signature pages follow]

	PETER M. KERN

	/s/ Peter M. Kern

[Signature Page to Acknowledgment and Agreement]

INTERMEDIA PARTNERS VII, L.P.
By: InterMedia Partners, L.P., its General Partner
By: HK Capital Partners, LLC, its General Partner

By:	/s/ Peter M. Kern
	Name:	Peter M. Kern
	Title:	Managing Partner

[Signature Page to Acknowledgment and Agreement]

EX-99.6 7 eh1601070_ex9906.htm EXHIBIT 6

EXHIBIT 6

JOINT FILING AGREEMENT

Each of the undersigned hereby acknowledges and agrees, in compliance with the provisions of Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, that the Schedule 13D to which this Agreement is attached as an Exhibit (the “Schedule 13D”), and any amendments thereto, will be filed with the Securities and Exchange Commission jointly on behalf of the undersigned. This Agreement may be executed in one or more counterparts.

Date: October 25, 2016

GATO INVESTMENTS LP

By: Gemini Latin Holdings, LLC
its General Partner

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern
	Title:	Managing Member


GEMINI LATIN HOLDINGS, LLC

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern
	Title:	Managing Member


INTERMEDIA CINE LATINO, LLC

By: InterMedia Partners VII, L.P.
its Sole Member

By: InterMedia Partners, L.P.
its General Partner

By: HK Capital Partners, LLC
its General Partner

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern
	Title:	Managing Partner


INTERMEDIA PARTNERS VII, L.P.

By: InterMedia Partners, L.P.
its General Partner

By: HK Capital Partners, LLC
its General Partner

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern
	Title:	Managing Partner

INTERMEDIA PARTNERS, L.P.

By: HK Capital Partners, LLC
its General Partner

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern
	Title:	Managing Partner


LEO HINDERY, JR.

By:	/s/ LEO HINDERY, JR.
	Name:	Leo Hindery, Jr.


PETER M. KERN

By:	/s/ PETER M. KERN
	Name:	Peter M. Kern