Federal Communications Commission DA 17-79
Before the
Federal Communications Commission
Washington, D.C. 20554
In the Matter of
Hemisphere Media Group, Inc.
Petition for Declaratory Ruling
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)
)
)
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MB Docket No. 16-238
DECLARATORY RULING
Adopted:  January 18, 2017 Released:  January 18, 2017
By the Chief, Media Bureau:
I. INTRODUCTION
1. Hemisphere Media Group, Inc. (HMTV) filed a Petition for Declaratory Ruling (Initial 
Petition)
1
requesting that the Commission find, pursuant to section 310(b)(4) of the Communications Act 
of 1934, as amended (the Act),
2
that the public interest would be served by permitting foreign ownership
in excess of the 25 percent benchmark contained in that subsection.
3
  HMTV requests that the 
Commission permit foreign investors to own up to 49.99 percent of both its equity and voting interests.
4
  
The petition is unopposed.  Upon consideration of the record, we grant the Petition as set forth below.
II. BACKGROUND
2. Existing Corporate Structure.  HMTV, a publicly held Delaware corporation whose 
shares are traded on NASDAQ, provides Spanish-language programming to audiences in the U.S. and 
Latin America.
5
  An indirect wholly-owned subsidiary of HMTV, Televicentro of Puerto Rico, LLC, is 
the licensee of three television broadcast stations in Puerto Rico.
6
  Through subsidiaries, HMTV operates 
seven cable and satellite programming networks providing Spanish-language programming to millions of 
subscribers in the U.S., Latin America, and Canada.
7
3. In its Petition, HMTV states that it currently has 42,408,228 shares of stock outstanding 
                                                          
1
HMTV also filed a Supplement to Petition for Declaratory Ruling (Supplement), a Second Supplement to Petition 
for Declaratory Ruling (Second Supplement), a Third Supplement to Petition for Declaratory Ruling (Third 
Supplement), and a Fourth Supplement to Petition for Declaratory Ruling (Fourth Supplement) (Collectively
Petition).  The Second Supplement reflects changes in HMTV’s ownership structure pursuant to the Commission’s 
grant of a pro forma transfer of control that was consummated on October 21, 2016.  See FCC File No. BTCCDT-
20160916ABD-ABF (granted October 19, 2016).
2
47 U.S.C. § 310(b)(4).  
3
Initial Petition at 1.
4
Id.
5
Id. at 1-3.
6
WAPA-TV, San Juan, Puerto Rico; WNJX-TV, Mayaguez, Puerto Rico; and WTIN-TV, Ponce, Puerto Rico.
7
Supplement at 1.
Federal Communications Commission DA 17-79
2
that are divided into two classes.
8
  There are 21,607,230 shares of Class A common stock with one vote 
per share and 20,800,998 shares of Class B common stock with 10 votes per share.
9
  The Class A stock 
constitutes the class of publicly traded stock.
10
4. Gato Investments, L.P., a Delaware limited partnership (Gato), controls HMTV.
11
  Gato
owns 16,494,671 Class B shares of HMTV representing 71.84 percent of the votes and 38.89 percent of 
all outstanding stock.
12
  Gato’s general partner, Gemini Latin Holdings, LLC, a Delaware limited liability 
company (Gemini), holds 100 percent of the votes in Gato.
13
  Gemini’s sole member, Peter M. Kern, a 
U.S. citizen, holds 100 percent of the votes in Gemini, and thereby in Gato, which gives him 71.84
percent of the votes in HMTV.
14
  Mr. Kern also holds 2.98 percent of the votes and 1.67 percent of the 
equity in HMTV directly, giving him aggregate control of 74.81 percent of the votes in HMTV.
15
  HMTV 
does not list any other person or entity that either holds an attributable interest in the company under the 
Commission’s multiple ownership rules or that owns more than 10 percent of its stock.
16
  HMTV states 
that foreign investors directly or indirectly hold insulated limited partnership interests in Gato.
17
  HMTV 
also states that foreign ownership of Gato does not exceed 3 percent and, therefore, does not represent 
more than 3 percent of the votes or equity of HMTV.
18
5. One company, Cinéma Aeropuerto, S.A. de C.V., a Mexican corporation (Cinéma 
Aeropuerto) owns 2,996,999 shares of HMTV’s Class B stock, representing 7.07 percent of its equity and 
13.05 percent of its votes.
19
Cinéma Aeropuerto is 99.99 percent owned by Grupo Frecuencia Modulada 
Televisión, S.A. de C.V., a Mexican corporation, which is in turn 97.32 percent owned by Grupo MVS, 
S.A. de C.V., a Mexican corporation (MVS).
20
MVS is owned 99.56 percent (votes and equity) by HSBC 
61549, a trust organized under the laws of Mexico for the benefit of descendants of Mr. José Joaquín 
Vargas Gómez.
21
The sole trustee of HSBC 61549 is HSBC México S.A., a Mexican corporation (HSBC 
Mexico), which is an indirect wholly owned subsidiary of HSBC Holdings plc, which is organized under 
the laws of the United Kingdom.
22
HSBC Mexico votes the shares of MVS at the direction of a trust 
committee, which consists of the following members, all of whom are children of José Joaquín Vargas 
Gómez: Joaquín Vargas Guajardo, Elsa Gabriela Vargas Guajardo, Ernesto Vargas Guajardo, Andrea 
Matilde Vargas Guajardo, Francisco Vargas Guajardo and Alejandro Vargas Guajardo. Mr. Ernesto 
Vargas Guajardo is also a member of the board of directors of HMTV.
23
HMTV seeks approval for 
                                                          
8
Initial Petition at 2.  Second Supplement at 2.  
9
Id.
10
Initial Petition at 3.
11
Second Supplement at 2 and Exhibit A.
12
Id.
13
Id.
14
Id.
15
Id.
16
Second Supplement at Exhibit A.
17
Id. at 3.
18
Id.
19
Initial Petition at 4-5.  Second Supplement at 3 and Exhibit B.
20
Initial Petition at 5.
21
Id. HSBC 61549 directly own 98.06% and indirectly owns 1.50% of MVS.  Id.
22
Id.
23
Id.  All of the other board members are U.S. citizens.  Id.
Federal Communications Commission DA 17-79
3
foreign investors, in the aggregate, to own up to 49.99 percent of both its equity and voting interests.  In 
addition, HMTV seeks specific approval for each of the listed entities and individuals of the Cinéma 
Aeropuerto chain up through HSBC Holdings plc as described above, including the members of the trust 
committee, to own up to 49.99 percent of both its equity and voting interests.
24
6. In addition to the investment by Cinéma Aeropuerto and Gato, there are currently 
3,112,566 shares of HMTV stock in HMTV’s SEG-100 account, which represents 1.36 percent of its 
votes and 7.34 percent of its equity.
25
HMTV states that these shares are widely held.  Based on a review 
of SEC filings, HMTV states that it has no reason to believe that any foreign investor with stock in the 
SEG-100 account holds 5 percent or more of HMTV’s stock.
26
  HMTV states that it has reviewed its list 
of registered shareholders
27
and identified those who are foreign other than Cinéma Aeropuerto and the 
foreign interests held through Gato.
28
  It states that these foreign registered shareholders hold 0.93 percent
of the votes and 5.06 percent of the equity of HMTV and that none holds 5 percent of the votes or equity 
of the company.
29
  HMTV estimates that its total foreign ownership may be as high as 18.34 percent of 
the votes and 22.47 percent of the equity of the company.
30
7. HMTV’s Monitoring Procedures.  To track its level of foreign ownership, HMTV states 
that, in addition to participation in SEG-100, it monitors reports filed with the SEC, including Schedules 
13G and 13D, and that its articles of incorporation contain multiple provisions to monitor foreign 
ownership and maintain compliance with 310(b)(4), including the ability to:
? restrict the ownership, or proposed ownership, of shares of its capital stock by any person if such 
ownership or proposed ownership is or could be in violation of the Communications Act;
? require a person owning or proposing to own stock to furnish such information as HMTV 
requests;
? refuse to permit the transfer of shares;
? suspend rights of stock ownership;
? redeem shares;
? require conversion of Class B shares to Class A; or
? exercise any and all appropriate remedies, at law or in equity, in any court of competent 
jurisdiction, with a view toward obtaining requested information or curing a violation.
31
8. HMTV’s Request for Declaratory Ruling.  HMTV requests a declaratory ruling to permit 
foreign ownership because its estimated current foreign ownership is near the 25 percent statutory 
benchmark and it is a publicly traded company, which does business internationally and attracts foreign 
                                                          
24
Id. at 11-14.
25
Second Supplement at 3.
26
Id. at 3-4.
27
“Registered Shareholders” are Shareholders who hold their shares directly with a company.
https://www.investor.gov/research-before-you-invest/research/shareholder-voting/what-registered-what-beneficial.  
Registered holders have their names and addresses recorded in the company's share registry, which is usually 
maintained by its transfer agent.
28
Second Supplement at 3-4.  HMTV states that these foreign registered shareholders acquired their shares pursuant 
to the pro forma transaction.  Id.  Cinéma Aeropuerto and Gato are registered shareholders.  Fourth Supplement at 1.
29
Id.
30
Id.  Foreign Voting Interests:  13.05 (Cinema Aeropuerto) + < 3 (Gato) + 1.36 (SEG-100) + 0.93 (Registered 
shareholders) = 18.34.  Foreign Equity Interests:  7.07 (Cinema Aeropuerto) + <3 (Gato) + 7.34 (SEG-100) + 5.06 
(Registered shareholders) = 22.47.
31
Initial Petition at 3-4.
Federal Communications Commission DA 17-79
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investment.
32
  HMTV claims that it needs additional foreign capital to compete against larger, better 
funded rival foreign language programmers, such as Telemundo.
33
  HMTV also indicates that its future 
growth strategy includes potential further expansion into Latin America and that consideration for 
acquisition of Latin American assets may include cash and/or HMTV common stock such that, without an 
increase in the amount of allowable foreign ownership, HMTV will be limited in its ability to acquire 
assets owned by foreign partners.
34
  Finally, HMTV argues that permitting more foreign investment in 
broadcast companies will encourage reciprocity by other countries and lower barriers to U.S. investment 
abroad.
35
9. The Petition was put out for public comment on July 27, 2016 with comments due 
August 29, 2016.  No parties have opposed the Petition or asked for conditions to be placed on it.
36
III. DISCUSSION
10. As described below, we find that the public interest would not be served by refusing to 
grant HMTV’s petition for a declaratory ruling to permit foreign ownership of Hemisphere Media Group, 
Inc., as described herein, above the statutory cap of 25 percent in Section 310(b) and up to 49.99 percent.  
In this section, first we summarize the relevant law and Commission precedent related to foreign 
ownership of broadcast licensees.  Then we consider facts presented by HMTV regarding its foreign 
ownership status and its public interest arguments.
11. Relevant Law and Commission Precedent:  Section 310(b) of the Act restricts investment 
by non-U.S. citizens in broadcast, common carrier, aeronautical en route, and aeronautical fixed radio 
licensees.
37
  Section 310(b)(4) of the Act states:
No broadcast or common carrier or aeronautical en route or aeronautical fixed radio station 
license shall be granted to or held by . . . any corporation directly or indirectly controlled by any 
other corporation of which more than one-fourth of the capital stock is owned of record or voted 
by aliens, their representatives, or by a foreign government or representative thereof, or by any 
corporation organized under the laws of a foreign country, if the Commission finds that the public 
interest will be served by the refusal or revocation of such license.
38
12. In the 2013 Broadcast Clarification Order,
39
the Commission clarified the policies and 
procedures for evaluating potential foreign investment in broadcast licensees under Section 310(b)(4) of 
                                                          
32
Id. at 6.
33
Id. at 4-5.
34
Id.
35
Id. at 5.  In particular, HMTV states that Mexico permits non-citizens to own up to 49% of the outstanding voting 
stock of a Mexican television or radio broadcast licensee, subject to reciprocity by the relevant foreign country.  
Petition at 16, n.13; Supplement at 5.
36
On August 16, 2016, the Commission received a request to defer action on the Petition pending review by 
Executive Branch agencies.  See Letter from Bermel Paz to Marlene Dortch, Secretary, Federal Communications 
Commission, dated August 16, 2016, MB Docket 16-238.  A further letter withdrawing the deferral request and 
stating that the reviewing agencies have no objection to the Petition was received by the Commission on January 12, 
2017.  See Letter from Bermel Paz to Marlene Dortch, Secretary, Federal Communications Commission, dated 
January 12, 2017, MB Docket 16-238.
37
47 U.S.C. § 310(b).
38
47 U.S.C. § 310(b)(4).
39
Commission Policies and Procedures Under Section 310(b)(4) of the Communications Act, Foreign Investment in 
Broadcast Licensees, MB Docket No. 13-50, Declaratory Ruling, 28 FCC Rcd 16244 (2013) (2013 Broadcast
Clarification Order).
Federal Communications Commission DA 17-79
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the Act to remove apparent uncertainty.
40
  The Commission declined to adopt a standardized review 
process in that proceeding, and instead clarified that it would continue to conduct a fact-specific, 
individualized case-by-case review of each application or petition for declaratory ruling involving 
broadcast stations.
41
  The Commission reiterated its position that, in the context of Section 310(b)(4) 
review for broadcast licensees, the 25 percent benchmark “is only a trigger for the exercise of our 
discretion, which we then exercise based upon a more searching analysis of the circumstances of each 
case.”
42
  The Commission also recognized that “changes have occurred in the media landscape and 
marketplace since the foreign ownership restriction was enacted and that limited access to capital is a 
concern in the broadcast industry, especially for small business entities and new entrants, including 
minorities and women.”
43
13. In its 2015 Pandora Declaratory Ruling, the Commission granted a petition for 
declaratory ruling filed by Pandora Radio LLC (Pandora) to exceed the 25 percent foreign ownership 
benchmark set out in Section 310(b)(4), in connection with an application for consent to assignment of 
license of KXMZ(FM) Box Elder, South Dakota.
44
  In its petition, Pandora sought permission for its
parent company, Pandora Media, a publicly traded company organized and headquartered in the United 
States, to have varying levels of foreign ownership (voting and equity) because it could not prove that 
foreign entities did not own or vote more than 25 percent of its shares.
45
  Based on the facts specific to 
that case and in view of existing broadcast foreign ownership policies, the Commission approved the 
request to exceed the 25 percent benchmark under Section 310(b)(4) provided that Pandora obtain prior 
Commission approval for (1) aggregate foreign equity and/or foreign voting interests in Pandora Media 
exceeding 49.99 percent; (2) any change in the Pandora Media Board of Directors that would result in a 
majority of foreign members; or (3) any individual foreign investor or “group” acquiring a greater than 5 
percent voting or equity interest (or greater than 10 percent for certain institutional investors) in Pandora 
Media.
46
  The Commission required Pandora Media to modify its organizational documents to ensure that 
its Board of Directors has all necessary powers to maintain compliance with Section 310(b)(4), including 
the right to request and obtain information regarding citizenship of Pandora Media’s interest holders, and 
the necessary powers to cure noncompliance, specifically: (1) the right to restrict the transfer of shares to 
aliens; (2) the right to require disclosure when an alien acquires an equity and/or voting interest; and (3) 
the right to compel the redemption of shares held by aliens.
47
14. The Commission recently adopted its 2016 Foreign Ownership Order,
48
which modified
the broadcast licensee foreign ownership review process by extending the streamlined rules and 
                                                          
40
Id.
41
The Commission stated that it would not entertain petitions to exceed the foreign ownership limits of Section 
310(b)(3) for foreign investment in broadcast licensees.  2013 Broadcast Clarification Order, 28 FCC Rcd at 5752, 
para. 15, n.49.  Unlike Section 310(b)(4), Section 310(b)(3) does not afford the Commission discretion to approve 
foreign investment in broadcast licensees in excess of the limitations contained therein.      
42
2013 Broadcast Clarification Order, 28 FCC Rcd at 16249-50, para. 11.
43
Id. at 16249, para. 10.
44
Pandora Radio LLC Petition for Declaratory Ruling Under Section 310(b)(4) of the Communications Act of 1934, 
as Amended, MB Docket No. 14-109, Declaratory Ruling, 30 FCC Rcd 5094, 5095-96, para. 4 (2015) (2015 
Pandora Declaratory Ruling), recon denied, 30 FCC Rcd 10570 (2015).  
45
Id.  
46
Id. at 5101, para. 19.
47
Id. at 5101, para. 20.
48
Review of Foreign Ownership Policies for Broadcast, Common Carrier and Aeronautical Radio Licensees under 
Section 310(b)(4) of the Communications Act of 1934, as Amended, Report and Order, GN Docket 15-236 
(2016)(2016 Foreign Ownership Order). See note 39 supra.
Federal Communications Commission DA 17-79
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procedures developed for review of foreign ownership of common carrier and certain aeronautical 
licensees under Section 310(b)(4) to the broadcast context, with certain limited exceptions.
49
  In the 2016 
Foreign Ownership Order, the Commission also reformed the methodology used by both common carrier 
and broadcast licensees to assess compliance with the foreign ownership limits in Sections 310(b)(3)
50
and 310(b)(4) of the Act, as appropriate, in recognition of the difficulty that U.S. publicly traded 
companies face in attempting to ascertain their level of foreign ownership.
51
  This reformed methodology 
provides a framework for a publicly traded licensee or its controlling U.S. parent to ascertain its foreign 
ownership using information that “is known or reasonably should be known” to the company in the 
ordinary course of business and eliminates the need for shareholder surveys.
52
  
15. The rules adopted in the 2016 Foreign Ownership Order have not yet taken effect, and 
thus our foreign ownership review process is still governed by the 2013 Broadcast Clarification Order.
53
As noted, in the 2013 Broadcast Clarification Order the Commission adopted a case-by-case approach to 
reviewing petitions for declaratory ruling to exceed 310(b)(4) benchmark.
54
  In that order, the 
Commission stated that “[b]y their nature, these case-by-case reviews will lead to distinct, factually 
driven results.”
55
  Thereafter, in the Pandora Declaratory Ruling, the Commission granted such a petition 
based on the facts and circumstances of that case and, imposed a series of conditions appropriate to those 
circumstances.
56
  The 2013 Broadcast Clarification Order allows us discretion in considering petitions 
such as the instant one to impose terms and conditions on a licensee if warranted based on the facts and 
circumstances of each particular case.
57
  Because the Commission clearly acknowledged that fact-specific 
inquiries will lead to different results in different cases, we need not conclude that the conditions imposed 
in the Pandora Declaratory Ruling are necessarily appropriate under the facts and circumstances of this 
case
58
or that we are limited to those conditions here if we conclude new or different conditions would be 
more appropriate to the present case.   
16. In the context of considering whether to grant this petition, and, if so, whether conditions 
                                                          
49
Id.
50
47 U.S.C. § 310(b)(3)(Prohibiting grant of a broadcast, common carrier, aeronautical en route and aeronautical 
fixed radio license to “[A]ny corporation of which more than one-fifth of the capital stock is owned of record or 
voted by aliens or their representatives or by a foreign government or representative thereof or by any corporation 
organized under the laws of a foreign country…”).
51
2016 Foreign Ownership Order, at para. 35-72.
52
Id. at para. 44-53.
53
By its terms, the 2016 Foreign Ownership Order takes effect 60 days after publication in the Federal Register, 
except those provisions that contain new or modified information collection requirements that require approval by 
the Office of Management and Budget (OMB) under the Paperwork Reduction Act.  Id. at para. 113.  Those sections 
will become effective after the Commission publishes a notice in the Federal Register announcing such approval and 
the relevant effective date.  Id.  The 2016 Foreign Ownership Order was published in the Federal Register on 
December 1, 2016.  Review of Foreign Ownership for Broadcast, Common Carrier and Aeronautical Radio 
Licensees, 81 Fed.  Reg. 86568 (Dec. 1, 2016).  The order will be effective on January 30, 2017, except for those 
sections requiring OMB approval.
54
2013 Broadcast Clarification Order, 28 FCC Rcd at 16252.
55
Id.
56
Pandora Declaratory Ruling, 30 FCC Rcd at 5101-5103.  
57
Id. 
58
For example, HMTV has stated that as part of its compliance monitoring processes it already performs the same 
broadcast industry best practices set out in the Pandora Declaratory Ruling and that it already has in place the types 
of restrictions that required changes to Pandora’s organizational documents.  Pandora Declaratory Ruling, 20 FCC 
Rcd. at 5101.  See also para. 7, supra.  We do, however, require that HMTV maintain these practices.
Federal Communications Commission DA 17-79
7
are necessary and what conditions should apply, we are cognizant of the Commission’s recent decision in 
the 2016 Foreign Ownership Order, which is scheduled to become effective soon after the adoption of 
this declaratory ruling.  Although the rules adopted in that order are not yet in effect, we note that our 
action here is not inconsistent with the policies or rules the Commission adopted.
59
17. Facts Regarding HMTV’s Foreign Ownership Status:  HMTV has identified each U.S. 
broadcast station license that it currently holds.
60
  HMTV has described how it conducted its foreign 
ownership review and the methodology it employed, using information that it knew or reasonably should 
have known at the time the Petition was filed. It has demonstrated that it has used due diligence to 
conduct a thorough review of its existing shareholders.  Based on its review, HMTV has shown that there 
are no unaccounted for attributable shareholders with a greater than 5 percent interest, equity or voting in 
the company, and no alien shareholders with a greater than 5 percent interest, equity or voting in the 
company. HMTV has submitted the necessary ownership diagrams and demonstrated that it is currently 
in compliance with the 25 percent benchmark under Section 310(b)(4).  We find that HMTV has provided 
sufficient information regarding its current foreign ownership status and its proposed future foreign 
ownership status to inform our decision on the pending petition.
18. Public Interest Analysis: In both the 2013 Broadcast Clarification Order and the 2016 
Foreign Ownership Order, the Commission emphasized the need to encourage new sources of investment 
in the broadcast industry, including foreign investment.
61
  The Commission has also emphasized the need 
to protect important issues related to national security, law enforcement, foreign policy, trade policy, and 
other public policy goals while maintaining compliance with Section 310(b).
62
  The relevant Executive 
Branch agencies with expertise on issues related to national security, law enforcement, foreign policy, and 
trade policy have not filed any objection to issuance of the declaratory ruling or requested that we impose 
conditions on the grant.  HMTV has submitted information that it is approaching the 25 percent cap and 
that, because it is a publicly traded company that does business internationally and attracts foreign 
investors, permitting it to increase its foreign investment up to 49.99 percent would facilitate its ability to 
do business and to attract additional capital. We find persuasive HMTV’s contention that granting its 
petition would serve the public interest in encouraging new foreign investment.  HMTV has also 
demonstrated that grant of its Petition has the potential to encourage reciprocity in parts of Latin America, 
the region in which it does international business.
63
  As noted above, no parties have opposed the Petition
for declaratory ruling or asked for conditions to be placed on it. 
IV. DECLARATORY RULING
19. Under these circumstances, pursuant to Section 310(b) of the Act, we find that the public 
                                                          
59
HMTV’s petition was on public notice, under review by the Executive Branch, and amended repeatedly during the 
pendency of the proceeding that resulted in the 2016 Foreign Ownership Order.  Review of Foreign Ownership 
Policies for Broadcast, Common Carrier and Aeronautical Radio Licensees Under Section 310(b)(4) of the 
Communications Act of 1934, as Amended, GN Docket 15-236, Notice of Proposed Rulemaking, 30 FCC Rcd 11830 
(2015) (2015 Foreign Ownership NPRM).  The 2016 Foreign Ownership Order NPRM was released on October 22, 
2015 and HMTV filed its Initial Petition on July 8, 2016, and supplemented it after the release of the 2016 Foreign 
Ownership Order. HMTV’s petition is therefore differently situated then Pandora’s.  Pandora did not have the 
benefit of the Commission’s guidance in the 2015 Foreign Ownership NPRM or the 2016 Foreign Ownership 
Order.
60
Initial Petition at 2.
61
2013 Broadcast Clarification Order at 16249; 2016 Foreign Ownership Order at para. 2.  
62
2013 Broadcast Clarification Order, 28 FCC Fcd at 16251; 2016 Foreign Ownership Order at para. 2.  
63
Initial Petition at 16, fn 13.  U.S. Department of State, 2014 Investment Climate Statement at 4-5 (2014).  See 
also, Ley Federal de Telecommunicaciones y Radiofusión, Articulo Segundo (issued July 14, 2014), 
http://www.dof.gob.mx.nota_detalle.php?codigo5352323&fecha++14/07/2014 (available in English at 
http://www.sct.gob.mx/fileadmin/Comunicaciones/LFTR_english.pdf, Article Two, at pdf p. 86).
Federal Communications Commission DA 17-79
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interest would not be served by prohibiting foreign ownership of Hemisphere Media Group, Inc. in excess 
of the 25 percent benchmark in Section 310(b) of the Act because this increased level of foreign 
investment in HMTV will facilitate investment from new sources of capital in HMTV that would not 
otherwise be available and encourage reciprocity by foreign governments.  Specifically, this ruling 
permits aggregate foreign equity and voting interest in Hemisphere Media Group, Inc. to exceed 25
percent and to increase up to and including 49.99 percent.  
20. Specific Approval.  Furthermore, this declaratory ruling grants specific approval for the 
following individuals and entities to hold up to 49.99 percent of the voting interests and 49.99 percent of 
the equity of Hemisphere Media Group, Inc:  
? Cinéma Aeropuerto,
? Grupo Frecuencia Modulada Televisión, S.A. de C.V., 
? Grupo MVS, S.A. de C.V., 
? HSBC 61549, 
? HSBC México S.A., 
? HSBC Holdings plc, 
? Joaquín Vargas Guajardo, 
? Elsa Gabriela Vargas Guajardo, 
? Ernesto Vargas Guajardo, 
? Andrea Matilde Vargas Guajardo, 
? Francisco Vargas Guajardo and 
? Alejandro Vargas Guajardo. 
In granting these specific approvals, we have coordinated with the relevant Executive Branch agencies 
and given them the opportunity to review the petitioner’s filings and the requests for specific approval in 
light of interests related to national security, law enforcement, foreign policy, trade policy, and other 
public policy goals.  The Executive Branch agencies have filed a letter with the Commission stating that 
they have no objections.  We also find no grounds to object to the specific approvals and we conclude that 
grant of them will facilitate the foreign investment sought by the petitioner.
21. Aggregate and Individual Ownership Limits.  HMTV must obtain (1) prior Commission 
approval for foreign equity and/or foreign voting interests exceeding 49.99 percent in the aggregate or for 
any such interest held by any individual or entity listed above that exceeds 49.99 percent, which are the 
limits requested in the Petition; and (2) prior specific Commission approval for any individual foreign 
investor or “group” other than those listed above acquiring a greater than five percent voting or equity 
interest (or ten percent for certain institutional investors) in HMTV.
64
  While these conditions do not bar 
HMTV from seeking additional future foreign investment opportunities, they accommodate the relief 
requested in the Petition while providing continued protection to important interests related to national 
security, law enforcement, foreign policy, trade policy, and other public policy goals.
                                                          
64
See Pandora Declaratory Ruling, 30 FCC Rcd at 5101.  A “group” is two or more individuals or entities that have 
agreed to act together for the purpose of acquiring, holding, voting, or disposing of their equity and/or voting 
interests in the licensee and/or controlling U.S. parent of the licensee or in any intermediate company(ies) through 
which any of the individuals or entities holds its interests in the licensee and/or controlling U.S. parent of the 
licensee.  17 C.F.R. § 240.13d-5(b).
Federal Communications Commission DA 17-79
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22. Compliance Monitoring.  HMTV shall monitor its compliance on an ongoing basis.
65
   If, 
at any time, HMTV knows, or has reason to know, that it is no longer in compliance with this declaratory 
ruling, Section 310(b)(4) of the Act, or the Commission’s rules and policies on foreign ownership, it shall 
file a statement with the Commission explaining the circumstances within 30 days of the date that it knew 
or had reason to know that it was no longer in compliance and how it intends to correct the overage, either 
by filing a new petition for declaratory ruling or by reducing the foreign interest.
66
   Ongoing monitoring 
will allow the licensee to stay ahead of changes in its foreign ownership levels to ensure that it obtains 
Commission approval before it goes out of compliance with this declaratory ruling.  The required 
remedial action will provide the licensee with the opportunity and the incentive to correct an inadvertent 
error prior to enforcement action by the Commission.
23. Organizational Changes.  This ruling shall apply to all of HMTV’s subsidiaries and 
affiliates, whether existing or formed or acquired subsequently, that are wholly owned and controlled by, 
or under 100 percent common ownership and control with HMTV.  In addition, any foreign owned entity 
that has received specific approval may insert a new, foreign-organized company that is under 100 
percent common ownership and control in its vertical ownership chain above the controlling U.S. 
parent.
67
  The flexibility granted here reflects the reality that it is not uncommon for publicly traded 
companies to make changes within their corporate structure that in no way affect the operation,
management, or control of those companies.  This flexibility does not detract in any way from the 
requirement under the Act and our Rules to apply for and receive prior Commission consent to a 
voluntary assignment of license or transfer of control before such a transaction may be consummated
68
or 
to seek a new declaratory ruling before its foreign ownership exceeds the terms or conditions of this 
declaratory ruling.
69
  
V. PROCEDURAL MATTERS
24. This declaratory ruling is issued pursuant to section 310(b)(4) of the Communications 
Act of 1934, 47 U.S.C. § 310(b)(4), and sections 0.61 and 0.283 of the Commission’s rules, 47 C.F.R. §§
0.61 and 0.283.
25. Issuance of this declaratory ruling is without prejudice to the Commission’s action on any 
other matter.
26. Pursuant to section 1.103 of the Commission’s rules, 47 C.F.R. § 1.103, the consent 
granted herein is effective upon release of this declaratory ruling.
                                                          
65
As discussed above, fn. 59, HMTV has demonstrated that it already has in place methods for monitoring and 
ensuring compliance with 310(b) benchmarks and we require it to keep these safeguards in place.  It has also shown 
that it is currently in compliance with 310(b).  Therefore, the special biennial certification requirement imposed in
the Pandora Declaratory Ruling is not warranted in this instance.  See Pandora Declaratory Ruling, 30 FCC Rcd at 
5101-5102.   Nothing in this declaratory ruling excuses the petitioner or its subsidiary licensees from the
requirements associated with 310(b) certification at the time of filing a Commission application that requires such 
certification.
66
See Pandora Declaratory Ruling, 30 FCC Rcd at 5102.
67
Although this condition was not in the Pandora Declaratory Ruling, we find that it is consistent with that 
decision’s condition allowing the creation of new, wholly owned subsidiaries of the licensee’s parent company to be 
inserted in the ownership chain.
68
See Pandora Declaratory Ruling, 30 FCC Rcd at 5102.
69
Some of the conditions we adopt here are similar to the terms of the rules adopted in the 2016 Foreign Ownership 
Order. See, e.g. 47 C.F.R. §1.5001(i); 47 C.F.R. § 1.5004 (b), (d) and (f However, we adopt these conditions here 
not to apply those rules, which are not yet effective, but because we conclude that these conditions are appropriate 
under the facts and circumstances of this case.
Federal Communications Commission DA 17-79
10
FEDERAL COMMUNICATIONS COMMISSION
William T. Lake
Chief
Media Bureau