NEW YORK–(BUSINESS WIRE)–Univision Communications Inc. (the “Company”), the leading Spanish-language content and media company serving Hispanic America, today announced that it priced its offering of $1.05 billion aggregate principal amount of 4.500% senior secured notes due 2029 (the “Notes”). The offering is expected to close on or about May 21, 2021, subject to customary closing conditions.
The Notes will be general senior secured obligations of the Company and will be guaranteed by all of the Company’s wholly-owned domestic subsidiaries that guarantee the obligations under the Company’s existing senior secured credit facilities, existing senior secured notes and its expected new term loan facility.
The offering is part of the financing for the proposed business combination (the “ContentCo Business Combination”) of the media content business (“ContentCo”) of Grupo Televisa, S.A.B. (“Televisa”) with the Company’s business, pursuant to the Transaction Agreement, dated as of April 13, 2021 (the “Transaction Agreement”), between Televisa and Univision Holdings, Inc.
Upon consummation of the offering, (i) the net proceeds of the offering will be deposited into an escrow account of the Company and (ii) the Company will deposit (or cause to be deposited) into such escrow account an amount of cash that, when taken together with the net proceeds of this offering, would be sufficient to fund a special mandatory redemption of the Notes on the applicable escrow outside date. Upon the consummation of the ContentCo Business Combination and the satisfaction of the escrow release conditions, the escrowed funds will be released and the Company will use such funds, together with certain equity contributions and the proceeds from the borrowings under the Company’s expected new term loan facility, to finance the ContentCo Business Combination and to pay certain related transaction fees and expenses.
If the ContentCo Business Combination is not consummated on or before the applicable escrow outside date or prior to such date the Transaction Agreement is terminated, the Company will be required to redeem all of the Notes at a redemption price equal to 100% of the issue price of the Notes, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption, and, in such event, the escrowed property will be applied to fund such redemption price.
The Notes and the related subsidiary guarantees are being offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons outside the United States pursuant to Regulation S under the Securities Act. The Notes and the related subsidiary guarantees have not been registered under the Securities Act and may not be offered or sold in the United States without registration or an applicable exemption from the registration requirements.
This release shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the Notes in any state or jurisdiction in which such offer or solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Univision Communications Inc.
As the leading Spanish-language content company in the U.S., Univision Communications Inc. entertains, informs and empowers U.S. Hispanics with news, sports and entertainment content across broadcast and cable television, audio and digital platforms.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained within this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases you can identify forward looking statements by terms such as “anticipate,” “plan,” “may,” “intend,” “will,” “expect,” “believe,” “optimistic” or the negative of these terms, and similar expressions intended to identify forward-looking statements. The forward-looking statements contained in this press release include, but are not limited to, statements related to the offering of the Notes and the use of proceeds therefrom, the Company’s expected new term loan facility and the ContentCo Business Combination.
You are cautioned not to place undue reliance on our forward-looking statements. These forward-looking statements involve many risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including, without limitation, general market conditions.
These forward-looking statements reflect our current views with respect to future events and are based on assumptions and are subject to risks and uncertainties. Also, these forward-looking statements present our estimates and assumptions only as of the date of this press release. We undertake no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date that the forward-looking statement was made. Actual results may differ materially due to these risks and uncertainties.
Bob Entwistle +1 201-287-4304
Beatriz Pedrosa-Guanche +1 305 724 8296