Grupo Televisa prices, gives early results of waterfall tender offer

By Marisa Wong

Los Angeles, Aug. 9 – Grupo Televisa, SAB announced pricing and early tender results for its waterfall tender offer covering four series of notes, according to press releases attached to 6-K filings with the Securities and Exchange Commission.

Televisa accepted for purchase the following notes tendered as of 5 p.m. ET on Aug. 8, the early tender date, with the notes listed in order of acceptance priority level and with the total consideration per $1,000 principal amount:

• All $98,748,000 tendered of the $889.4 million outstanding 5% notes due 2045 (Cusip: 40049JBA4) at $865.55, 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;

• All $41,262,000 tendered of the $702.2 million outstanding 5¼% notes due 2049 (Cusip: 40049JBE6) at $898.50, 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;

• All $46,982,000 tendered of the $266.4 million outstanding 6 5/8% notes due 2025 (Cusip: 40049JAV9) at $1,015.09, based on the 4¾% U.S. Treasury due July 31, 2025 and an 85 bps fixed spread; and

• $20,428,000 of the $44,327,000 tendered of the $900 million outstanding 6 1/8% notes due 2046 (Cusip: 40049JBC0) at $979.56, 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 total consideration includes an early tender premium of $30 per $1,000 of notes tendered by the early tender date.

Pricing was determined at 11 a.m. ET on Aug. 9.

As previously reported, Televisa was conducting a concurrent tender offer for any and all of its $300 million outstanding 4 5/8% notes due 2026 (Cusip: 40049JBB2).

The company was 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 of $92.58 million was deducted from $300 million to calculate the cap on the waterfall offer.

Because the aggregate principal amount of notes tendered at or prior to the early tender date exceeded the waterfall tender cap, no notes tendered after the early tender date will be accepted for purchase.

Early settlement is expected for Aug. 10,

The waterfall offer will expire at 5 p.m. ET on Aug. 23, but there will be no final settlement date.

The company also announced on Wednesday that it waived the 2025 series consideration maximum, which required that the applicable total consideration determined to be payable for any 2025 notes tendered by less than 100% of the principal amount of the 2025 notes in order for those notes to be accepted for purchase.

Any-and-all offer

To recap, 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, was $90,809,870.40.

As previously reported, the issuer agreed to purchase the notes at $980.88 per $1,000 principal amount.

The total consideration was 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.

That offer began on July 26 and expired at 5 p.m. ET on Aug. 2. The deadline for tenders under guaranteed delivery was 5 p.m. ET on Aug. 4.

Settlement was expected to occur on Aug. 7.

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

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.

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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