Grupo Televisa gives results of tender offer, confirms waterfall cap

By Mary-Katherine Stinson

Lexington, Ky., Aug. 7 – Grupo Televisa, SAB announced the final results of its tender offer for any and all of its $300 million outstanding 4 5/8% notes due 2026 (Cusip: 40049JBB2) and set the waterfall tender cap for its concurrent tender offer, according to a 6-K filing with the Securities and Exchange Commission.

As of the expiration time, holders had tendered $92.58 million of the notes, and $4.1 million of notes were tendered under guaranteed delivery procedures.

Grupo Televisa stated the total purchase price of the accepted tenders in the any-and-all offer, excluding accrued interest and additional amounts, if any, is $90,809,870.40.

As previously reported, the offer began on July 26 and expired at 5 p.m. ET on Aug. 2.

The issuer will purchase the notes at $980.88 per $1,000 principal amount.

The total consideration is based on the 4½% U.S. Treasury due July 15, 2026 and a fixed spread of 86 basis points and a par call date of Oct. 30, 2025. Pricing took place at 11 a.m. ET on Aug. 2.

The deadline for tenders under guaranteed delivery was 5 p.m. ET on Aug. 4.

Settlement is expected to occur on Aug. 7.

The company noted that all conditions to the any-and-all offer were met as of the expiration date.

Waterfall offer

Televisa also launched on July 26 a waterfall tender offer covering four series of notes, as previously announced.

The company is offering to purchase up to $300 million principal amount of notes across both offers.

The tender cap for the waterfall tender offer was determined to be $207.42 million, based on participation under the any-and-all offer. The any-and-all participation amount was deducted from $300 million to calculate the cap on the waterfall offer.

Under the waterfall offer, Televisa is offering to purchase notes from the following four series, listed in acceptance priority order:

• $889.4 million outstanding 5% notes due 2045 (Cusip: 40049JBA4) with a consideration based on the 3 7/8% U.S. Treasury due May 15, 2043 and a 179 bps fixed spread and a par call date of Nov. 13, 2044;

• $702.2 million outstanding 5¼% notes due 2049 (Cusip: 40049JBE6) with a consideration based on the 3 5/8% U.S. Treasury due Feb. 15, 2053 and a 184 bps fixed spread and a par call date of Nov. 24, 2028;

• $266.4 million outstanding 6 5/8% notes due 2025 (Cusip: 40049JAV9) with a consideration based on the 4¾% U.S. Treasury due July 31, 2025 and an 85 bps fixed spread; and

• $900 million outstanding 6 1/8% notes due 2046 (Cusip: 40049JBC0) with a consideration based on the 3 7/8% U.S. Treasury due May 15, 2043 and a 196 bps fixed spread and a par call date of July 31, 2045.

The considerations in the waterfall offer, when calculated, will contain a $30 early tender premium that will be deducted for tenders received after the early deadline.

The waterfall tender offer has an early deadline of 5 p.m. ET on Aug. 8.

Pricing will take place at 11 a.m. ET on Aug. 9.

The offer will expire at 5 p.m. ET on Aug. 23.

Early settlement is expected for Aug. 10, and final settlement is expected to take place on Aug. 25.

Details

For the considerations, accrued interest will also be paid. Additional interest will be paid to participants in the offers to cover Mexican withholding taxes on interest payments.

Tenders may be prorated in the waterfall offer.

HSBC Securities (USA) Inc. (888 HSBC-4LM, 212 525-5552, lmamericas@us.hsbc.com) and Santander US Capital Markets LLC (855 404-3636, 212 940-1442, Usdcmlm@santander.us) are the dealer managers.

D.F. King & Co., Inc. (800 967-5019, 212 269-5550, televisa@dfking.com) is the information and tender agent for the offer.

The Mexico City-based telecommunications company owns and operates a cable company as well as a leading direct-to-home satellite pay television system in Mexico.

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