-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kmck5LOHmEXjD6/BsZc1srNRCz/ZA7pYhCEj++30Wex3T+EaxSz9cBRhWIx7OreM vgVqFTc8/HHF2fe1tnDX4Q== 0001013594-07-000220.txt : 20070416 0001013594-07-000220.hdr.sgml : 20070416 20070416150440 ACCESSION NUMBER: 0001013594-07-000220 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070416 DATE AS OF CHANGE: 20070416 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLAXSON INTERACTIVE GROUP INC CENTRAL INDEX KEY: 0001132340 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-62021 FILM NUMBER: 07768043 BUSINESS ADDRESS: STREET 1: 404 WASHINGTON AVENUE CITY: MIAMI BEACH STATE: FL ZIP: 33139 BUSINESS PHONE: 3058943500 MAIL ADDRESS: STREET 1: 404 WASHINGTON AVENUE CITY: MIAMI STATE: FL ZIP: 33139 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLACK HORSE CAPITAL LP CENTRAL INDEX KEY: 0001178179 IRS NUMBER: 470870061 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA STREET 2: 20TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10111 BUSINESS PHONE: 2123321112 MAIL ADDRESS: STREET 1: 45 ROCKEFELLER PLAZA 20TH FL CITY: NEW YORK STATE: NY ZIP: 10111 SC 13D 1 claxson13d-041607.htm APRIL 16, 2007

 


SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

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.)*

Claxson Interactive Group Inc.

(Name of Issuer)

Class A Common Shares, par value $.01

(Title of Class of Securities)

G21912103

(CUSIP Number)

Eric S. Wagner, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

551 Fifth Avenue, New York, New York 10176

(212) 986-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

April 4, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 (“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).

 


 

 



 

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Black Horse Capital LP

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  

x

 

(b)  

o

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

WC

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

1,181,786

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

1,181,786

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

1,181,786

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

5.5%

14.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 



 

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Black Horse Capital (QP) LP

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  

x

 

(b)  

o

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

WC

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

382,842

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

382,842

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

382,842

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.8%

14.

TYPE OF REPORTING PERSON*

PN

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 



 

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Black Horse Capital Offshore Ltd.

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  

x

 

(b)  

o

3.

SEC USE ONLY

4.

SOURCE OF FUNDS*

WC

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

Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

246,592

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

246,592

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

246,592

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%

14.

TYPE OF REPORTING PERSON*

CO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 



 

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Black Horse Capital Management LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  

x

 

(b)  

o

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

1,564,628

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

1,564,628

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

1,564,628

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

7.2%

14.

TYPE OF REPORTING PERSON*

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 



 

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Black Horse Capital Advisors LLC

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  

x

 

(b)  

o

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

246,592

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

246,592

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

246,592

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

1.1%

14.

TYPE OF REPORTING PERSON*

OO

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 



 

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Dale Chappell

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  

x

 

(b)  

o

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

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

1,811,220

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

1,811,220

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

1,811,220

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.4%

14.

TYPE OF REPORTING PERSON*

IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 



 

 

1.

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Brian Sheehy

2.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

 

(a)  

x

 

 

(b)  

o

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

United States

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

7.

SOLE VOTING POWER

0

8.

SHARED VOTING POWER

1,811,220

9.

SOLE DISPOSITIVE POWER

0

10.

SHARED DISPOSITIVE POWER

1,811,220

11.

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH

REPORTING PERSON

1,811,220

12.

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)

 

EXCLUDES CERTAIN SHARES*  

o

13.

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

8.4%

14.

TYPE OF REPORTING PERSON*

IN, HC

*SEE INSTRUCTIONS BEFORE FILLING OUT!

 

 



 

 

ITEM 1.

Security and Issuer.

This statement relates to the shares of Class A common shares, $.01 par value, (“Common Stock”) of Claxson Interactive Group Inc. (the “Issuer”). The Issuer’s principal executive office is located at Avenida Melian 2752, C1430EYH, Buenos Aires, Argentina.

ITEM 2.

Identity and Background.

 

(a)-(c) and (f)

The names of the persons filing this statement on Schedule 13D (the “Reporting Persons”) are:

 

Black Horse Capital LP, a Delaware limited partnership (“Domestic Fund”),

 

Black Horse Capital (QP) LP, a Delaware limited partnership (“QP Fund”),

 

Black Horse Capital Offshore Ltd., a Cayman Islands exempt company (“Offshore Fund”),

 

Black Horse Capital Management LLC , a Delaware limited liability company (“BH Management”),

 

Black Horse Capital Advisors LLC, a Delaware limited liability company (“BH Advisors”),

 

Dale Chappell, a United States citizen (“Mr. Chappell”) and

 

Brian Sheehy, a United States citizen (“Mr. Sheehy”).

BH Management is the managing general partner of each of Domestic Fund and QP Fund. BH Advisors is the investment manager of the Offshore Fund. The controlling persons of each of BH Management and BH Advisors are Mr. Chappell and Mr. Sheehy.

The principal business address for each of the Domestic Fund, QP Fund, BH Management, BH Advisors, Mr. Chappell and Mr. Sheehy is 45 Rockefeller Plaza, 20th Floor, New York, New York 10111.

The principal business address of the Offshore Fund is c/o M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.

The principal business of each of the Domestic Fund, QP Fund and Offshore Fund is that of a private investment fund engaged in the purchase and sale of securities for its own account.

The principal business of BH Advisors is providing investment management services.

 

 



 

 

The principal business of BH Management is serving as the managing general partner of the Domestic Fund and the QP Fund.

Mr. Chappell’s principal occupation is serving as the managing member of each of BH Advisors and BH Management.

Mr. Sheehy’s principal occupation is serving as the managing member of each of BH Advisors and BH Management.

The Directors and Executive Officers of the Offshore Fund are set forth on Exhibit A attached hereto which is incorporated herein by reference.

(d)           During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other individuals identified on Exhibit A, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)           During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other individuals identified on Exhibit A, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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.

ITEM 3.

Source and Amount of Funds or Other Consideration.

The source and amount of funds used by the Domestic Fund in making its purchases of the shares of Common Stock beneficially owned it by the Reporting Persons are set forth below:

 

SOURCE OF FUNDS

AMOUNT OF FUNDS

Working Capital

$11,376,224

The source and amount of funds used by the QP Fund in making its purchases of the shares of Common Stock beneficially owned by it are set forth below:

 

SOURCE OF FUNDS

AMOUNT OF FUNDS

Working Capital

$3,703,972

The source and amount of funds used by the Offshore Fund in making its purchases of the shares of Common Stock beneficially owned by it are set forth below:

 

SOURCE OF FUNDS

AMOUNT OF FUNDS

Working Capital

$2,348,379

 

 

 



 

 

ITEM 4.

Purpose of Transaction.

All of the shares of Common Stock reported herein as being beneficially owned by the Reporting Persons were acquired for investment purposes.

On April 16, 2007, the Reporting Persons sent a letter to the Board of Directors of the Issuer in response to the press release on March 23, 2007, in which the Issuer and its controlling shareholders have indicated they will be offering to buy the remaining minority shares of the Issuer at $10.50 per share (the “Proposed Transaction”). The Reporting Persons believe the Proposed Transaction provides compensation to minority holders that is inadequate and implore the Special Committee of independent directors of the Issuer to reject this offer. A copy of this letter is attached hereto as Exhibit C.

The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed, such securities at any time or to formulate purposes, plans or proposals regarding the Issuer or any of its securities, to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. The Reporting Persons may in the future meet with and/or send correspondence to the Issuer’s management and Board of Directors to discuss any such purposes, plans or proposals.

Except as set forth herein, none of the Reporting Persons or, to their knowledge, any of the other persons identified in response to Item 2, has any plans or proposals that related to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

ITEM 5.

Interest in Securities of the Issuer.

 

(a)

The Reporting Persons beneficially own:

(i)            The Onshore Fund owns 1,181,786 shares of Common Stock representing 5.5% of all of the outstanding shares of Common Stock.

(ii)           The QP Fund owns 382,842 shares of Common Stock representing 1.8% of all of the outstanding shares of Common Stock.

(iii)          The Offshore Fund owns 246,592 shares of Common Stock representing 1.1% of all of the outstanding shares of Common Stock.

(iv)         BH Management may be deemed to be the beneficial owner of the 1,564,628 shares of Common Stock held by the Onshore Fund and the QP Fund representing 7.2% of all the outstanding shares of Common Stock.

(v)          BH Advisors may be deemed to be the beneficial owner of the shares of Common Stock held by the Offshore Fund.

 

 



 

 

(vi)          Messrs. Chappell and Sheehy may each be deemed to be the beneficial owner of the 1,811,220 shares of Common Stock beneficially owned by BH Management and BH Advisors representing 8.4% of all the outstanding shares of Common Stock.

(vii)        Collectively, the Reporting Persons beneficially own 1,811,220 shares of Common Stock representing 8.4% of all of the outstanding shares of Common Stock.

(b)           The Onshore Fund, BH Management and Messrs. Chappell and Sheehy have shared power to vote or direct the vote of the 1,181,786 shares of Common Stock held by the Onshore Fund.

The QP Fund, BH Management and Messrs. Chappell and Sheehy have shared power to vote or direct the vote of the 382,842 shares of Common Stock held by the QP Fund.

The Offshore Fund, BH Advisors and Messrs. Chappell and Sheehy have shared power to vote or direct the vote of the 246,592 shares of Common Stock held by the Offshore Fund.

The Onshore Fund, BH Management and Messrs. Chappell and Sheehy have shared power to dispose or direct the disposition of the 1,181,786 shares of Common Stock held by the Onshore Fund.

The QP Fund, BH Management and Messrs. Chappell and Sheehy have shared power to dispose or direct the disposition of the 382,842 shares of Common Stock held by the QP Fund.

The Offshore Fund, BH Advisors and Messrs. Chappell and Sheehy have shared power to dispose or direct the disposition of the 246,592 shares of Common Stock held by the Offshore Fund.

 

(c)

The following transactions were effected by the Onshore Fund during the past sixty (60) days:

 

Date

Security

Amount of Shs. Bought (Sold)

Approx. Price per Share (excl. of commissions)

 

 

 

 

7-Mar-07

Common

449

$9.5000

9-Mar-07

Common

1,281

$9.7000

16-Mar-07

Common

1,345

$9.7500

19-Mar-07

Common

2,817

$9.4500

20-Mar-07

Common

11,585

$9.4956

21-Mar-07

Common

4,017

$9.5843

23-Mar-07

Common

1,921

$9.5000

26-Mar-07

Common

100,746

$10.4114

28-Mar-07

Common

13,977

$10.1446

 

 



 

 

 

29-Mar-07

Common

268,623

$10.3000

4-Apr-07

Common

609,448

$10.3000

5-Apr-07

Common

6,524

$11.0850

9-Apr-07

Common

3,655

$11.3728

11-Apr-07

Common

653

$11.5000

12-Apr-07

Common

2,089

$11.7104

 

The following transactions were effected by the QP Fund during the past sixty (60) days:

 

Date

Security

Amount of Shs. Bought (Sold)

Approx. Price per Share (excl. of commissions)

 

 

 

 

7-Mar-07

Common

145

$9.5000

9-Mar-07

Common

414

$9.7000

16-Mar-07

Common

435

$9.7500

19-Mar-07

Common

911

$9.4500

20-Mar-07

Common

3,750

$9.4956

21-Mar-07

Common

1,300

$9.5843

23-Mar-07

Common

621

$9.5000

26-Mar-07

Common

32,615

$10.4114

28-Mar-07

Common

4,523

$10.1446

29-Mar-07

Common

87,028

$10.3000

4-Apr-07

Common

197,482

$10.3000

5-Apr-07

Common

2,114

$11.0850

9-Apr-07

Common

1,183

$11.3728

11-Apr-07

Common

211

$11.5000

12-Apr-07

Common

676

$11.7104

 

The following transactions were effected by the Offshore Fund during the past sixty (60) days:

 

Date

Security

Amount of Shs. Bought (Sold)

Approx. Price per Share (excl. of commissions)

 

 

 

 

7-Mar-07

Common

106

$9.5000

9-Mar-07

Common

305

$9.7000

16-Mar-07

Common

320

$9.7500

19-Mar-07

Common

672

$9.4500

20-Mar-07

Common

2,765

$9.4956

21-Mar-07

Common

958

$9.5843

23-Mar-07

Common

458

$9.5000

26-Mar-07

Common

24,052

$10.4114

 

 



 

 

 

29-Mar-07

Common

44,349

$10.3000

4-Apr-07

Common

133,355

$10.3000

5-Apr-07

Common

1,362

$11.0850

9-Apr-07

Common

762

$11.3728

11-Apr-07

Common

136

$11.5000

12-Apr-07

Common

435

$11.7104

 

The above transactions were effected on the open market.

 

(d)

Not applicable.

 

(e)

Not applicable.

ITEM 6.

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

Not applicable.

ITEM 7.

Material to be Filed as Exhibits.

Exhibit A – Directors and Executive Officers of the Offshore Fund

Exhibit B - Joint Filing Agreement

Exhibit C – Letter to Issuer’s Board of Directors dated April 13, 2007

 

 



 

 

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this statement is true, complete and correct.

 

Dated:  

April 16, 2007

 

BLACK HORSE CAPITAL LP

By:  Black Horse Capital Management LLC, as General Partner

 

 

By:

/s/  Dale Chappell

 

Dale Chappell, Managing Member

 

 

 

 

BLACK HORSE CAPITAL (QP) LP

By:  Black Horse Capital Management LLC, as General Partner

 

 

 

 

By:

/s/  Dale Chappell

 

Dale Chappell, Managing Member

 

 

 

 

BLACK HORSE CAPITAL OFFSHORE LTD.

 

 

 

 

By:

/s/  Dale Chappell

 

Dale Chappell, Director

 

 

 

 

BLACK HORSE CAPITAL MANAGEMENT LLC

 

 

 

 

By:

/s/  Dale Chappell

 

Dale Chappell, Managing Member

 

 

 

 

BLACK HORSE CAPITAL ADVISORS LLC

 

 

 

 

By:

/s/  Dale Chappell

 

Dale Chappell, Managing Member

 

 

 

 

/s/  Dale Chappell

Dale Chappell

 

 

 

 

/s/  Brian Sheehy

Brian Sheehy

 

 

 



 

 

EXHIBIT A

DIRECTORS AND EXECUTIVE OFFICERS OF BLACK HORSE CAPITAL OFFSHORE LTD.

1.

Jim Matheson (Director)

Flagship Ventures

One Memorial Drive, 7th Floor

Cambridge, Massachusetts 02142

Jim Matheson is a General Partner with Flagship Ventures in Cambridge, Massachusetts. Flagship Ventures is a leading early-stage venture capital firm with over $800M in capital under management.

2.

Dale Chappell (Director - See Item 2)

3.

Brian Sheehy (Director - See Item 2)

The Offshore Fund has no executive officers.

 

 



 

 

EXHIBIT B

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Claxson Interactive Group Inc. dated as of April 16, 2007 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 

Dated:  

April 16, 2007

 

BLACK HORSE CAPITAL LP

By:  Black Horse Capital Management LLC, as General Partner

 

 

By:

/s/  Dale Chappell

 

Dale Chappell, Managing Member

 

 

 

 

BLACK HORSE CAPITAL (QP) LP

By:  Black Horse Capital Management LLC, as General Partner

 

 

 

 

By:

/s/  Dale Chappell

 

Dale Chappell, Managing Member

 

 

 

 

BLACK HORSE CAPITAL OFFSHORE LTD.

 

 

 

 

By:

/s/  Dale Chappell

 

Dale Chappell, Managing Member

 

 

 

 

BLACK HORSE CAPITAL MANAGEMENT LLC

 

 

 

 

By:

/s/  Dale Chappell

 

Dale Chappell, Managing Member

 

 

 

 

BLACK HORSE CAPITAL ADVISORS LLC

 

 

 

 

By:

/s/  Dale Chappell

 

Dale Chappell, Managing Member

 

 

 

 

/s/  Dale Chappell

Dale Chappell

 

 

 

 

/s/  Brian Sheehy

Brian Sheehy

 

 

 



 

 

EXHIBIT C

[BLACK HORSE CAPITAL LETTERHEAD]

April 16, 2007

Board of Directors

Claxson Interactive Group Inc.

Members of the Board and Members of the Special Committee,

I am a Managing Member of Black Horse Capital Advisors LLC and Black Horse Capital Management LLC (collectively “Black Horse Capital”). Through its affiliated funds, Black Horse Capital currently holds 1,811,220 shares of Claxson Interactive Group Inc. (“Claxson”) common stock representing 8.4% of the shares outstanding. I am writing in response to the press release on March 23, 2007, in which Claxson and its controlling shareholders have indicated they will be offering to buy the remaining minority shares at $10.50 per share (the “Proposed Transaction”). As described below, we believe the Proposed Transaction provides compensation to minority holders that is entirely inadequate and implore the Special Committee of independent directors to reject this offer.

Claxson’s net cash position will likely exceed the Proposed Transaction’s offer price of $10.50 per share. On December 14, 2006 Claxson issued a press release announcing the sale of certain Pay TV assets to Turner Broadcasting System, Inc. for $235 million. On December 22, 2006 Claxson issued another press release announcing the sale of IberoAmerican Radio Chile, S.A. to the Prisa Group for $75 million less the credit facility debt. The closing of these two transactions and the interim cash flow generation will likely produce a net cash position (after paying all the remaining holding company debt) that will significantly exceed the offer price. Given that the management team has publicly stated its intention to retain the sale proceeds without reinvesting in the business, Claxson will be left with a significant net cash position and any transaction must pay full and fair value to minority holders for this cash asset.

In addition, the Proposed Transaction does not compensate minority holders for Claxson’s remaining valuable assets. According the public press releases, Claxson will retain its interest in Playboy TV Latin America, Digital Latin America, DMX and Music Latin America. Given that Claxson is selling its other Pay TV assets (with revenues of approximately $37 million) for over 6x revenue, the remaining Pay TV revenues of approximately $25 million that are growing at over 20% year/year have significant value over and above Claxson’s net cash position. Any transaction must pay full and fair value to minority holders for these remaining Pay TV assets.

With Claxson’s net cash position and remaining valuable Pay TV assets, the Proposed Transaction is inadequate and the Special Committee should reject this offer.

 

Sincerely,

/s/  Dale B. Chappell

 

Dale B. Chappell

Managing Member

 

 

 

 

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