NEW YORK , Oct. 9, 2019 /CNW/ - Fine Capital Partners L.P. ("Fine L.P.") and Fine Capital Management LLC ("Fine Capital") announced today that Fine LP, in its capacity as an investment manager on behalf of certain of the funds it manages, has entered into a standby purchase agreement with DHX Media Ltd. ("DHX") (TSX: DHX.CN; NASDAQ: DHXM) (the "Standby Purchase Agreement") in connection with the rights offering announced by DHX on October 9, 2019 (the "Rights Offering").
Under the Rights Offering, each holder of Voting Shares will receive one right (a "Right") for each DHX common voting share ("Common Voting Shares") or DHX variable voting share ("Variable Voting Shares" and, together with the Common Voting Shares, "Voting Shares") held. Each Right will entitle the holder to subscribe for 0.266124811 of a Voting Share of DHX at a price of C$1.67 per Voting Share.
Under the Standby Purchase Agreement, Fine L.P. has agreed to acquire any Voting Shares that are not taken up by holders of Rights, so that a total of 35,928,144 Voting Shares will be issued under the Rights Offering (the "Purchased Shares"). The maximum aggregate commitment of Fine L.P. for the Purchased Shares under the Standby Purchase Agreement is C$60,000,000 . Under the terms of the Purchase Agreement, Fine L.P. will receive a fee of C$1,500,000 as consideration for providing the standby commitment.
Fine L.P., in its capacity of fund manager, has control and direction over the Voting Shares held by certain of the funds it manages, and may be considered to be acting jointly and in concert with Fine Capital Management LLC ("Fine Capital"). Prior to entering into the Standby Purchase Agreement, Fine L.P. and Fine Capital collectively held or had control and direction over an aggregate of 38,797,950 Voting Shares representing approximately 28.74% of the outstanding Voting Shares. If Fine L.P. acquires all of the Purchased Shares pursuant to the Standby Purchase Agreement, Fine L.P. and Fine Capital will have control and direction over an aggregate of 74,726,094 Voting Shares, which will represent approximately 43.72% of the outstanding Voting Shares.
The Purchased Shares that Fine L.P. acquires will be for investment purposes. Depending on market conditions and other factors, Fine L.P. and persons acting jointly with it may, from time to time, acquire additional voting shares or other securities of DHX or dispose of some or all of the voting shares or other securities of DHX that they own at such time.
Fine L.P. is a limited partnership and Fine Capital is a limited liability company, in each case, organized under the laws of Delaware , with their principal businesses being investment activities and their head offices located at:
Fine Capital Partners L.P./Fine Capital Management LLC
590 Madison Avenue, 27th Floor
New York, New York
The head office of DHX is:
DHX Media Ltd.
1478 Queen Street
Halifax Nova, Scotia
An early warning report will be electronically filed with the applicable securities commission in each jurisdiction where DHX is reporting and will be available on SEDAR at www.sedar.com.
SOURCE Fine Capital Management LLC
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