Filing Details

Accession Number:
0000919574-18-007800
Form Type:
13D Filing
Publication Date:
2018-11-29 17:19:39
Filed By:
Fine Capital Partners
Company:
Dhx Media Ltd. (NASDAQ:DHXM)
Filing Date:
2018-11-29
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Fine Capital Partners 0 36,532,550 0 36,532,550 36,532,550 27.2%
Fine Capital Advisors 0 36,532,550 0 36,532,550 36,532,550 27.2%
Fine Capital Management 0 36,532,550 0 36,532,550 36,532,550 27.2%
Adom Partners 0 15,343,380 0 15,343,380 15,343,380 11.4%
Dekel Partners 0 11,617,500 0 11,617,500 11,617,500 8.6%
Debra Fine 0 36,532,550 0 36,532,550 36,532,550 27.2%
Filing

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13D

THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

 

 

DHX Media Ltd.
(Name of Issuer)

 

 

Common Voting Shares
(Title of Class of Securities)

 

 

252406152
(CUSIP Number)

 

 

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)

 

 

November 27, 2018
(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 ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].

___________________

*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.
 

 

CUSIP No. 252406152    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Fine Capital Partners, L.P.  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

 

3. SEC USE ONLY  
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  36,532,550  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  36,532,550  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  36,532,550  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  27.2%  

 

14. TYPE OF REPORTING PERSON  
     
  IA  
     

 

 

 

CUSIP No. 252406152    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Fine Capital Advisors, LLC  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

 

3. SEC USE ONLY  
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  36,532,550  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  36,532,550  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  36,532,550  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  27.2%  

 

14. TYPE OF REPORTING PERSON  
     
  OO  
     

 

 

 

CUSIP No. 252406152    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Fine Capital Management, LLC  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

 

3. SEC USE ONLY  
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  36,532,550  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  36,532,550  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  36,532,550  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  27.2%  

 

14. TYPE OF REPORTING PERSON  
     
  OO  
     

 

 

 

CUSIP No. 252406152    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Adom Partners, L.P.  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

 

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)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  15,343,380  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  15,343,380  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  15,343,380  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  11.4%  

 

14. TYPE OF REPORTING PERSON  
     
  PN  
     

 

 

 

 

 

CUSIP No. 252406152    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Dekel Partners, L.P.  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

 

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)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  Delaware  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  11,617,500  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  11,617,500  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  11,617,500  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  8.6%  

 

14. TYPE OF REPORTING PERSON  
     
  PN  
     

 

 

 

CUSIP No. 252406152    

 

1. NAME OF REPORTING PERSONS  
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  
     
  Debra Fine  

 

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)   [_]
    (b)   [_]

 

3. SEC USE ONLY  
     

 

4. SOURCE OF FUNDS  
     
  AF  

 

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
[_]

 

6. CITIZENSHIP OR PLACE OF ORGANIZATION  
     
  United States of America  

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7. SOLE VOTING POWER  
     
  0  

 

8. SHARED VOTING POWER  
     
  36,532,550  

 

9. SOLE DISPOSITIVE POWER
     
  0  

 

10. SHARED DISPOSITIVE POWER  
     
  36,532,550  

 

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
     
  36,532,550  

 

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES  
[_]

 

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
     
  27.2%  

 

14. TYPE OF REPORTING PERSON  
     
  IN  
     

 

 

 

CUSIP No. 252406152    
     

 

Item 1. Security and Issuer.  

 

  The name of the issuer is DHX Media Ltd., a Canadian corporation (the "Issuer").  The address of the Issuer's principal executive offices is 1478 Queen Street, Halifax, Nova Scotia, B3J 2H7, Canada.  This Schedule 13D relates to the Issuer's Common Voting Shares (the "Shares").  
     
     

 

 

Item 2. Identity and Background.  
     
  (a), (f) This Schedule 13D is being filed by (i) Fine Capital Partners, L.P., a Delaware limited partnership (“FCP”), as the investment manager to certain private investment funds (including Adom and Dekel, each as defined below), with respect to Shares owned by such private investment funds, (ii) Fine Capital Advisors, LLC, a Delaware limited liability company (“FCA”), as the general partner of FCP, (iii) Fine Capital Management, LLC, a Delaware limited liability company (“FCM”), as the general partner of certain private investment funds (including Adom and Dekel, each as defined below), with respect to Shares owned by such private investment funds, (iii) Adom Partners, L.P., a Delaware limited partnership (“Adom”), a private investment fund, (iv) Dekel Partners, L.P., a Delaware limited partnership (“Dekel”), a private investment fund, and (v) Ms. Debra Fine, a United States citizen and the principal of FCP, FCA and FCM, with respect to the shares owned by such private investment funds (collectively, the “Reporting Persons”).    
       
  (b) The principal business address for each of the Reporting Persons is 590 Madison Avenue, 27th Floor, New York, New York 10022.  
       
  (c) FCP provides investment management services to private investment funds, including Adom and Dekel.  FCA serves as the general partner of FCP.  FCM is the general partner to private investment funds, including Adom and Dekel.    Adom and Dekel are private investment funds.  The principal occupation of Ms. Fine is investment management.    
       
  (d), (e) During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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.  The Reporting Persons disclaim membership in a group.  
       
     
 

 

 

Item 3. Source and Amount of Funds or Other Consideration.  
     
  The funds for the purchase of the Shares by the Fund came from the working capital of Adom, Dekel and other clients of FCP.  No borrowed funds were used to purchase the Shares, other than borrowed funds used for working capital purposes in the ordinary course of business.  
     

 

 

Item 4. Purpose of Transaction.  
     
 

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.

 

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.

 
     

 

 

 

Item 5. Interest in Securities of the Issuer.  
     
  (a) - (e)

As of the date hereof (i) each of FCP, FCA, FCM and Ms. Fine may be deemed to be the beneficial owners of 36,532,550 Shares, constituting 27.2% of the Shares, (ii) Adom may be deemed to be the beneficial owner of 15,343,380 Shares, constituting 11.4% of the Shares and (iii) Dekel may be deemed to be the beneficial owner of 11,617,500 Shares, constituting 8.6% of the Shares, in each case based upon 134,382,051 Shares outstanding as of September 30, 2018, as reported in the Issuer’s financial statements included in the Form 6-K filed on November 13, 2018.

 

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 36,532,550 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 36,532,550 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 36,532,550 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 36,532,550 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 36,532,550 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 36,532,550 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 15,343,380 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 15,343,380 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 11,617,500 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 11,617,500 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 36,532,550 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 36,532,550 Shares.

 

The transactions by the Reporting Persons in the securities of the Issuer during the past sixty days are set forth in Exhibit B.

 

 

 
       

 

 

 

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: Joint Filing Agreement

Exhibit B: Schedule of Transactions in Shares

     

 

 

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.

 

    November 29, 2018  
    (Date)  

 

 

Fine Capital Partners, L.P.*

By: Fine Capital Advisors, LLC, its general partner

 
     
  By: /s/ Debra Fine  
   

Name: Debra Fine

Title: Manager

 
       
       
  Fine Capital Advisors, LLC*  
     
  By: /s/ Debra Fine  
   

Name: Debra Fine

Title: Manager

 
       
       
  Fine Capital Management, LLC*  
     
  By: /s/ Debra Fine  
   

Name: Debra Fine

Title: Manager

 
       
       
  Adom Partners, L.P.*  
  By: Fine Capital Management, LLC, its general partner  
     
  By: /s/ Debra Fine  
   

Name: Debra Fine

Title: Manager

 
       
       
  Dekel Partners, L.P.*  
  By: Fine Capital Management, LLC, its general partner  
     
  By: /s/ Debra Fine  
   

Name: Debra Fine

Title: Manager

 
       
    /s/ Debra Fine  
    Debra Fine  

 

 

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

 

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

 

 

Exhibit A

 

AGREEMENT

 

The undersigned agree that this Schedule 13D, dated November 29, 2018, relating to the Common Voting Stock of DHX Media, Inc. shall be filed on behalf of the undersigned.

 

    November 29, 2018  
    (Date)  

 

 

Fine Capital Partners, L.P.

By: Fine Capital Advisors, LLC, its general partner

 
     
  By: /s/ Debra Fine  
   

Name: Debra Fine

Title: Manager

 
       
       
  Fine Capital Advisors, LLC  
     
  By: /s/ Debra Fine  
   

Name: Debra Fine

Title: Manager

 
       
       
  Fine Capital Management, LLC  
     
  By: /s/ Debra Fine  
   

Name: Debra Fine

Title: Manager

 
       
       
  Adom Partners, L.P.  
  By: Fine Capital Management, LLC, its general partner  
     
  By: /s/ Debra Fine  
   

Name: Debra Fine

Title: Manager

 
       
       
  Dekel Partners, L.P.  
  By: Fine Capital Management, LLC, its general partner  
     
  By: /s/ Debra Fine  
   

Name: Debra Fine

Title: Manager

 
       
    /s/ Debra Fine  
    Debra Fine  

 

 

 

 

Exhibit B

 

 

Transactions by the Reporting Persons during the past 60 Days

 

 

Date of Transaction Title of Class Number of
Shares Purchased
Number of
Shares Sold
Price
Per Share
         
11/21/2018 Common Voting Shares 326,000   $2.3426
11/22/2018 Common Voting Shares 209,000   $2.4468
11/23/2018 Common Voting Shares 113,900   $2.4961
1126/2018 Common Voting Shares 520,000   $2.4352
11/27/2018 Common Voting Shares 350,000   $2.4772
11/28/2018 Common Voting Shares 300,000   $2.5348
11/29/2018 Common Voting Shares 207,400   $2.6096