United States securities and exchange commission logo
August 4, 2022
Jeffrey Marell
Partner
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, NY 10019
Re: Hemisphere Media
Group, Inc.
Amended Schedule
13E3 filed by Hemisphere Media Group, Inc. et. al.
Filed July 22, 2022
File No. 005-87408
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Revised Preliminary
Proxy Statement
Filed July 22, 2022
File No. 001-35886
Dear Mr. Marell:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your
response to these comments, we may have additional comments.
Amended Schedule 13E-3
General
1. We note your response
to prior comment 2 and we reissue it. We note that:
Searchlight, not
Gato, has provided an equity commitment and a a guarantee in favor
of Hemisphere, and
that the Searchlight entities are referred to as Equity Investors in
your disclosure;
despite
Searchlight being a limited partner, as stated in your response, initiated and
conducted the
negotiations on behalf of Gato;
while you refer
to one of Searchlight director designees as a member of the audit
committee, there is
still another Searchlight director on the company's board;
Jeffrey Marell
FirstName LastNameJeffrey Marell
Paul, Weiss, Rifkind, Wharton & Garrison LLP
Comapany
August NamePaul, Weiss, Rifkind, Wharton & Garrison LLP
4, 2022
August
Page 2 4, 2022 Page 2
FirstName LastName
the company's resolution to establish its special committee do
not make any reference
to Gato, only to Searchlight; and,
while you state that Searchlight is not an affiliate of the
company (a conclusion with
which we do not necessarily agree), a determination of filing
person status can be
made by Searchlight's affiliation with Gato.
Revised Preliminary Proxy Statement
Summary Term Sheet, page 1
2. We note your response to prior comment 4 and we reissue it with
respect to your revised
disclosure stating that certain disclosure "may be required" in spite
of your determination
to include certain persons as filing persons. Thus, the revised
disclosure is inappropriate.
Background of the Mergers, page 17
3. We note your response to prior comment 5. Please provide us with your
analysis of
whether Searchlight is a beneficial owner of the shares owned by Gato.
With respect to whether Gato may have had an obligation to file an
amended Schedule
13D as its discussions and negotiations with the company progressed,
we note that the
disclosure in Item 4 of Gato's existing Schedule 13D prior to the
submission of an
indication of interest for the company appears to be boilerplate in
nature. The Staff and
the Commission have, over the years, stated their views that
boilerplate disclosure is not
appropriate when providing Item 4 disclosure. Nevertheless, we believe
an amendement to
Gato's existing Item 4 disclosure was due when that disclosure was
rendered obsolete
through Searchlight's and Gato's actions throughout the negotiation of
the current
transactions, not solely when those negotiations reached an end and
the merger agreement
was executed. Additionally, we note that any such amended disclosure
need not have to
necessarily overstate the definitiveness of Gato's plans as Gato would
have been able to
precisely describe how the then-existing disclosure had been
materially superseded by
events. Please provide us your analysis, along with any additional
facts necessary to
support your conclusion.
Purpose and Reasons of Hemisphere for the Mergers, page 28
4. We reissue prior comment 11 as it related to the adoption of the
financial advisors'
analyses and conclusions.
5. We reissue prior comment 12. Given that the company has adopted
Moelis's opinion for
the purpose of complying partially with the requirements of Item 1014
of Regulation M-
A, and that such requirements require a fairness determination as to
unaffiliated security
holders, the opinion's inclusion of affiliated security holders who
have different interests
in the transactions than those of the unaffiliated security holders,
the company must
explain how it is able to make its required determination.
Jeffrey Marell
Paul, Weiss, Rifkind, Wharton & Garrison LLP
August 4, 2022
Page 3
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Please direct any questions to Dan Duchovny at (202) 551-3619.
FirstName LastNameJeffrey Marell Sincerely,
Comapany NamePaul, Weiss, Rifkind, Wharton & Garrison LLP
Division of Corporation
Finance
August 4, 2022 Page 3 Office of Mergers &
Acquisitions
FirstName LastName