0000929638-14-000445.txt : 20140505 0000929638-14-000445.hdr.sgml : 20140505 20140505165537 ACCESSION NUMBER: 0000929638-14-000445 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140505 DATE AS OF CHANGE: 20140505 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87408 FILM NUMBER: 14814168 BUSINESS ADDRESS: STREET 1: 2000 PONCE DE LEON BOULEVARD, SUITE 500 CITY: CORAL GABLES STATE: FL ZIP: 33134 BUSINESS PHONE: 305-421-6364 MAIL ADDRESS: STREET 1: 2000 PONCE DE LEON BOULEVARD, SUITE 500 CITY: CORAL GABLES STATE: FL ZIP: 33134 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pleasant Lake Partners LLC CENTRAL INDEX KEY: 0001580144 IRS NUMBER: 455417089 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 110 GREENE STREET STREET 2: SUITE 604 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212-554-0680 MAIL ADDRESS: STREET 1: 110 GREENE STREET STREET 2: SUITE 604 CITY: NEW YORK STATE: NY ZIP: 10012 SC 13G 1 a60056.htm a60056.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13G
 
 
 
Under the Securities Exchange Act of 1934
 
 
 
(Amendment No.  )*
 

 
Hemisphere Media Group, Inc.
 
 
(Name of Issuer)
 

 
Class A Common Stock
 
 
(Title of Class of Securities)
 

 
42365Q103
 
 
(CUSIP Number)
 

 
January 28, 2014
 
 
(Date of Event which Requires Filing of this Statement)
 


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[ ]           Rule 13d-1(b)
 
[x]           Rule 13d-1(c)
 
[ ]           Rule 13d-1(d)
 
___________________________________
*  The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
 
The information required in 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
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Pleasant Lake Partners LLC
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [x]
 
 
3
 
SEC Use Only
 
 
4
 
Citizenship or Place of Organization.
 
Delaware
 

 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5    Sole Voting Power
 
0 shares
 
 
6    Shared Voting Power
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 
 
7    Sole Dispositive Power
 
0 shares
 
 
8    Shared Dispositive Power
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 

 
9
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 
 
10
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
 
11
 
Percent of Class Represented by Amount in Row (9)*
 
5.0% as of 1/28/14 (6.8% as of the date of filing)
 
Refer to Item 4 below.
 
 
12
 
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 
 
 
 

 

 
 
1
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
PLP MM LLC
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [x]
 
 
3
 
SEC Use Only
 
 
4
 
Citizenship or Place of Organization.
 
Delaware
 

 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5    Sole Voting Power
 
0 shares
 
 
6    Shared Voting Power
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 
 
7    Sole Dispositive Power
 
0 shares
 
 
8    Shared Dispositive Power
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 

 
9
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 
 
10
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
 
11
 
Percent of Class Represented by Amount in Row (9)*
 
5.0% as of 1/28/14 (6.8% as of the date of filing)
 
Refer to Item 4 below.
 
 
12
 
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)

 
 
 
 

 
 
 

 
1
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Pleasant Lake Onshore GP LLC
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [x]
 
 
3
 
SEC Use Only
 
 
4
 
Citizenship or Place of Organization.
 
Delaware
 

 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5    Sole Voting Power
 
0 shares
 
 
6    Shared Voting Power
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 
 
7    Sole Dispositive Power
 
0 shares
 
 
8    Shared Dispositive Power
 
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 

 
9
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 
 
10
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
 
11
 
Percent of Class Represented by Amount in Row (9)*
 
5.0% as of 1/28/14 (6.8% as of the date of filing)
 
Refer to Item 4 below.
 
 
12
 
Type of Reporting Person (See Instructions)
 
OO (Limited Liability Company)
 
 
 
 
 
 

 

 
1
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Pleasant Lake Offshore Master Fund L.P.
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [x]
 
 
3
 
SEC Use Only
 
 
4
 
Citizenship or Place of Organization.
 
Cayman Islands
 

 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5    Sole Voting Power
 
0 shares
 
 
6    Shared Voting Power
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 
 
7    Sole Dispositive Power
 
0 shares
 
 
8    Shared Dispositive Power
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 

 
9
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 
 
10
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
 
11
 
Percent of Class Represented by Amount in Row (9)*
 
5.0% as of 1/28/14 (6.8% as of the date of filing)
 
Refer to Item 4 below.
 
 
12
 
Type of Reporting Person (See Instructions)
 
PN (Limited Partnership)
 
 
 

 
 
 

 
 
1
 
Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only)
 
Jonathan Lennon
 
 
2
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
 
(a)           [ ]
 
 
(b)           [x]
 
 
3
 
SEC Use Only
 
 
4
 
Citizenship or Place of Organization.
 
United States
 

 
 
Number
of Shares
Beneficially
Owned by
Each
Reporting
Person With
 
5    Sole Voting Power
 
0 shares
 
 
6    Shared Voting Power
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 
 
7    Sole Dispositive Power
 
0 shares
 
 
8    Shared Dispositive Power
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 

 
9
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
Refer to Item 4 below.
 
 
10
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)     [ ] N/A
 
 
11
 
Percent of Class Represented by Amount in Row (9)*
 
5.0% as of 1/28/14 (6.8% as of the date of filing)
 
Refer to Item 4 below.
 
 
12
 
Type of Reporting Person (See Instructions)
 
IN

 
 
 
 

 
 
 
SCHEDULE 13G
 
Item 1.
 

(a)
Name of Issuer
 
 
Hemisphere Media Group, Inc.
 
(b)
Address of Issuer’s Principal Executive Offices
 
 
2000 Ponce de Leon Blvd., Suite 500
Coral Gables, FL  33134

Item 2.
 

(a)
Name of Person Filing
 
 
Pleasant Lake Partners LLC
PLP MM LLC
Pleasant Lake Onshore GP LLC
Pleasant Lake Offshore Master Fund L.P.
Jonathan Lennon
 
(b)
Address of Principal Business Office or, if none, Residence
 
 
110 Greene Street, Suite 604
New York, New York  10012
 
(c)
Citizenship
 
 
Pleasant Lake Partners LLC - Delaware
PLP MM LLC - Delaware
Pleasant Lake Onshore GP LLC - Delaware
Pleasant Lake Offshore Master Fund L.P. - Cayman Islands
Jonathan Lennon - United States
 
(d)
Title of Class of Securities
 
 
Class A Common Stock
 
(e)
CUSIP Number
 
 
42365Q103

Item 3.
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)
[ ]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[ ]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[ ]
Insurance Company as defined in Section 3(a)(19) of the Act
(d)
[ ]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
(e)
[ ]
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
(f)
[ ]
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
(g)
[ ]
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
[ ]
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
[ ]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
[ ]
A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
(k)
[ ]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Item 4.
Ownership***

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

Shares reported herein represent 518,057 shares and warrants to purchase 96,500 shares beneficially owned by Pleasant Lake Offshore Master Fund L.P., (the “Master Fund”) as of January 28, 2014 and 729,991 shares and warrants to purchase 96,500 shares as of the date of filing. Pleasant Lake Partners LLC (“PLP”) serves as the investment manager for the Master Fund, and Pleasant Lake Onshore GP LLC (“GP LLC”) serves as General Partner of the Master Fund.  PLP MM LLC is the managing member of PLP.  Jonathan Lennon serves as manager of PLP MM LLC and GP LLC.  Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest therein.


(a)
Amount Beneficially Owned***
 
 
Pleasant Lake Partners LLC - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
PLP MM LLC - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
Pleasant Lake Onshore GP LLC - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
Pleasant Lake Offshore Master Fund L.P. - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
Jonathan Lennon - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
(b)
Percent of Class
 
 
Pleasant Lake Partners LLC - 5.0% as of 1/28/14 (6.8% as of the date of filing)
PLP MM LLC - 5.0% as of 1/28/14 (6.8% as of the date of filing)
Pleasant Lake Onshore GP LLC - 5.0% as of 1/28/14 (6.8% as of the date of filing)
Pleasant Lake Offshore Master Fund L.P. - 5.0% as of 1/28/14 (6.8% as of the date of filing)
Jonathan Lennon - 5.0% as of 1/28/14 (6.8% as of the date of filing)
 

(c)
Number of shares as to which such person has:
 
 
(i)
sole power to vote or to direct the vote
   
 
Pleasant Lake Partners LLC - 0 shares
PLP MM LLC - 0 shares
Pleasant Lake Onshore GP LLC - 0 shares
Pleasant Lake Offshore Master Fund L.P. - 0 shares
Jonathan Lennon - 0 shares
 
 
(ii)
shared power to vote or to direct the vote
   
 
Pleasant Lake Partners LLC - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
PLP MM LLC - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
Pleasant Lake Onshore GP LLC - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
Pleasant Lake Offshore Master Fund L.P. - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
Jonathan Lennon - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 
 
(iii)
sole power to dispose or to direct the disposition of
   
 
Pleasant Lake Partners LLC - 0 shares
PLP MM LLC - 0 shares
Pleasant Lake Onshore GP LLC - 0 shares
Pleasant Lake Offshore Master Fund L.P. - 0 shares
Jonathan Lennon - 0 shares
 
 
(iv)
shared power to dispose or to direct the disposition of
   
 
Pleasant Lake Partners LLC - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
PLP MM LLC - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
Pleasant Lake Onshore GP LLC - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
Pleasant Lake Offshore Master Fund L.P. - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
Jonathan Lennon - 614,557 shares as of 1/28/14 (826,491 shares as of the date of filing)
 

Item 5.
Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [  ].

Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
 
Not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
 
 
Not applicable.

Item 8.
Identification and Classification of Members of the Group
 
 
Not applicable.

Item 9.
Notice of Dissolution of Group
 
 
Not applicable.

Item 10.
Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits
 
Exhibit
 
99.1
 
Joint Filing Agreement by and among the Reporting Persons
 


 
 

 
 
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.
 
May 5, 2014
PLEASANT LAKE PARTNERS LLC
   
 
By: PLP MM LLC
 
its Managing Member
   
 
By: /s/ Jonathan Lennon                               
 
Jonathan Lennon, Manager
   
   
 
PLP MM LLC
   
 
By: /s/ Jonathan Lennon                               
 
Jonathan Lennon, Manager
   
   
  PLEASANT LAKE ONSHORE GP LLC
   
 
By: /s/ Jonathan Lennon                               
 
Jonathan Lennon, Manager
 
 
 
 
PLEASANT LAKE OFFSHORE MASTER FUND L.P.
   
 
By: Pleasant Lake Onshore GP LLC
 
its General Partner
   
 
By: /s/ Jonathan Lennon                                  
 
Jonathan Lennon, Manager
   
   
 
JONATHAN LENNON
   
 
By: /s/ Jonathan Lennon                                 
 
Jonathan Lennon, Individually
 
EX-99 2 ex99.htm ex99.htm
Exhibit 99.1
 
JOINT FILING AGREEMENT
 
This Joint Filing Agreement, dated as of May 5, 2014, is by and among Pleasant Lake Partners LLC, PLP MM LLC, Pleasant Lake Offshore Master Fund L.P., and Jonathan Lennon (collectively, the "Filers").
 
Each of the Filers may be required to file with the United States Securities and Exchange Commission a statement on Schedule 13D and/or 13G with respect to shares of Class A Common Stock of Hemisphere Media Group, Inc. beneficially owned by them from time to time.

Pursuant to and in accordance with Rule 13(d)(1)(k) promulgated under the Securities Exchange Act of 1934, as amended, the Filers hereby agree to file a single statement on Schedule 13D and/or 13G (and any amendments thereto) on behalf of each of the Filers, and hereby further agree to file this Joint Filing Agreement as an exhibit to such statement, as required by such rule.

This Joint Filing Agreement may be terminated by any of the Filers upon written notice or such lesser period of notice as the Filers may mutually agree.

Executed and delivered as of the date first above written.

 
 
PLEASANT LAKE PARTNERS LLC
   
 
By: PLP MM LLC
 
its Managing Member
   
 
By: /s/ Jonathan Lennon                               
 
Jonathan Lennon, Manager
   
   
 
PLP MM LLC
   
 
By: /s/ Jonathan Lennon                               
 
Jonathan Lennon, Manager
   
   
 
PLEASANT LAKE ONSHORE GP LLC
 
  By: /s/ Jonathan Lennon                               
  Jonathan Lennon, Manager
   
   
 
PLEASANT LAKE OFFSHORE MASTER FUND L.P.
   
 
By: Pleasant Lake Onshore GP LLC
 
its General Partner
   
 
By: /s/ Jonathan Lennon                                  
 
Jonathan Lennon, Manager
   
   
 
JONATHAN LENNON
   
 
By: /s/ Jonathan Lennon                                 
 
Jonathan Lennon, Individually