Sec Form 13D Filing - Fine Capital Partners L.P. filing for DHX Media Ltd.DHX Media Ltd. - 2019-11-06

Brian Jozwiak

Fine Capital Partners, L.P.

590 Madison Avenue, 27th Floor

New York, New York 10022

Tel. No.: (212) 492-8200

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

Notices and Communications)

The Reporting Persons have acquired their Shares of the Issuer for investment. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any change in the present Board of Directors or management of the Issuer; (c) any material change in the present capitalization or dividend policy of the Issuer; (d) any material change in the operating policies or corporate structure of the Issuer; (e) any change in the Issuer's charter or by-laws; (f) the Shares of the Issuer ceasing to be listed from a national securities exchange or to ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (g) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

Jonathan Whitcher, a portfolio manager at FCP, is a director of the Issuer.

On October 9, 2019, the issuer announced that it is offering each eligible holder of Shares a right (a “Right”) for each Share held. Every 3.757635354 Rights will entitle the holder to subscribe for one whole Share of the Issuer at a price of C$1.67 per Share. In connection with this rights offering, the Issuer and FCP, on behalf of certain of its clients, entered into a standby purchase agreement whereby FCP, on behalf of such clients, has agreed to acquire any Shares that are not taken up by holders of Rights, so that a total of 35,928,144 Shares will be issued under the rights offering. Pursuant to this agreement, and in consideration solely for such commitment, the Issuer has agreed to pay to FCP’s clients a fee equal to $1.5 million. If no other shareholder exercises a Right, FCP’s clients will acquire all 35,928,144 Shares, bringing the beneficial ownership of FCM up to 43.7% of the outstanding Shares.

The Reporting Persons reserve the right, at a later date, to effect one or more of changes and may dispose of or enter into other transactions in the Shares they may be deemed to beneficially own.

The Reporting Persons have been and may continue to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant shareholders and others regarding alternatives that the Issuer could employ to maximize shareholder value.

The Reporting Persons further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

As of the date hereof (i) each of FCP and FCA may be deemed to be the beneficial owners of 48,553,291 Shares, constituting 33.5% of the Shares, (ii) each of FCM and Ms. Fine may be deemed to be the beneficial owners of 49,123,047 Shares, constituting 33.8% of the Shares, (iii) Adom may be deemed to be the beneficial owner of 26,963,921 Shares, constituting 19.2% of the Shares and (iv) Dekel may be deemed to be the beneficial owner of 21,589,370 Shares, constituting 15.5% of the Shares, in each case based upon 134,938,365 Shares outstanding as of June 30, 2019, as reported in the Issuer’s Annual Report filed on September 23, 2019, adjusted for the Shares that each Reporting Person is entitled to acquire through the exercise of its Rights.

FCP has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 48,553,291 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 48,553,291 Shares.

FCA has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 48,553,291 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 48,553,291 Shares.

FCM has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 49,123,047 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 49,123,047 Shares.

Adom has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 26,963,921 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 26,963,921 Shares.

Dekel has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 21,589,369 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 21,589,369 Shares.

Ms. Fine has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 49,123,047 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 49,123,047 Shares.

On November 1, 2019, clients of clients of FCP engaged in rebalancing trades whereby Adom acquired 3,618,245 Shares and the related Rights from other FCP clients, and Dekel acquired 3,618,244 Shares and the related Rights from other FCP clients. There have been no other transactions by the Reporting Persons in the securities of the Issuer during the past sixty days.

Exhibit A: Joint Filing Agreement