---

 

---

 

Exhibits

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Mexico City, July 26, 2023  - Grupo Televisa, S.A.B. (“Televisa,” the “Company,” “we,” “us” or “our”), announced today that it commenced tender offers to purchase for cash (i) any and all of its outstanding 4.625% Notes due 2026 (the “Any and All Notes”) and (ii) its outstanding 5.000% Notes due 2045 (the “2045 Notes”), 5.250% Notes due 2049 (the “2049 Notes”), 6.625% Notes due 2025 (the “2025 Notes”) and 6.125% Notes due 2046 (the “2046 Notes” and, together with the 2045 Notes, the 2049 Notes and the 2025 Notes, the “Waterfall Notes”) for an aggregate principal amount not to exceed (i) US$300,000,000 less (ii) the aggregate principal amount of Any and All Notes validly tendered and accepted for purchase pursuant to the Any and All Tender Offer (the “Waterfall Tender Cap”), in each case, upon the terms and subject to the conditions set forth in the offer to purchase dated July 26, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and, in the case of the Any and All Notes, the related notice of guaranteed delivery (as it may be amended or supplemented from time to time, the “Notice of Guaranteed Delivery”), including (1) that the applicable Total Consideration (as defined herein) determined to be payable for any 2025 Notes tendered shall be less than 100.00% of the principal amount of the 2025 Notes in order for such Notes to be accepted for purchase (the “2025 Series Consideration Maximum”) and that the applicable Total Consideration determined to be payable for any 2046 Notes tendered shall be less than 100.00% of the principal amount of the 2046 Notes in order for such Notes to be accepted for purchase (the “2046 Series Consideration Maximum” and, together with the 2025 Series Consideration Maximum, the “Series Consideration Maximums”), (2) the Acceptance Priority Procedures (as defined in the Offer to Purchase) and (3) proration, each as described in the Offer to Purchase. We collectively refer to the outstanding debt securities listed in the table below as the “Notes” and to each of the listed outstanding debt securities as a “series” of Notes. We refer to our offer to purchase the Any and All Notes as the “Any and All Tender Offer” and our offer to purchase the Waterfall Notes as the “Waterfall Tender Offer.”  The Any and All Tender Offer and the Waterfall Tender Offer are each referred to herein as an “Offer” and collectively as the “Offers. Capitalized terms used in this press release but not otherwise defined have the meaning given in the Offer to Purchase.

The following table sets forth certain information relating to the Notes and the Offers:

The “Total Consideration” payable per each US$1,000 principal amount of each series of Notes validly tendered and not validly withdrawn and accepted for payment pursuant to the applicable Offer will be determined in accordance with standard market practice, as described in the Offer to Purchase, to result in a price that equates to a yield to the maturity date or par call date, as applicable, in accordance with the formula set forth in Annex A thereto (i) in the case of the Any and All Tender Offer, equal to the sum of (x) the yield corresponding to the bid side price of the Reference U.S. Treasury Security for the Any and All Notes at 11:00 a.m. (New York City time) on August 2, 2023, unless extended by Televisa in its sole discretion, (such time and date, as the same may be extended, the “Any and All Price Determination Date”) quoted on the Bloomberg reference page “FIT1” plus (y) the fixed spread specified in the table above (the “Fixed Spread”) for the Any and All Notes and (ii) in the case of the Waterfall Tender Offer, equal to the sum of (x) the yield corresponding to the bid side price of the applicable Reference U.S. Treasury Security for each series of Waterfall Notes at 11:00 a.m. (New York City time) on August 9, 2023, unless extended by Televisa in its sole discretion, (such time and date, as the same may be extended, the “Waterfall Price Determination Date”) quoted on the Bloomberg reference page “FIT1” plus (ii) the applicable Fixed Spread for such series of Waterfall Notes. The Early Tender Premium is included in the amount of Total Consideration payable for each series of Waterfall Notes validly tendered and accepted for payment prior to the Early Tender Date pursuant to the Waterfall Tender Offer.

Subject to the terms and conditions of the Waterfall Tender Offer, if the purchase of all Waterfall Notes validly tendered in the Waterfall Tender Offer would cause Televisa to purchase an aggregate principal amount of Waterfall Notes in excess of the Waterfall Tender Cap, then only an aggregate principal amount of Waterfall Notes not in excess of the Waterfall Tender Cap will be accepted in the Waterfall Tender Offer.  Televisa will prorate the Waterfall Notes accepted in the Waterfall Tender Offer pursuant to the Acceptance Priority Procedures described in the Offer to Purchase.  Televisa may, in its sole discretion and subject to applicable law, increase the Waterfall Tender Cap.

The Any and All Tender Offer will expire at 5:00 p.m., New York City time, on August 2, 2023 unless extended by Televisa in its sole discretion (such date and time, as the same may be extended, the “Any and All Expiration Date”).  Holders may validly withdraw tendered Any and All Notes at any time at or prior to 5:00 p.m., New York City time, August 2, 2023, unless extended by Televisa in its sole discretion (such date and time, as the same may be extended, the “Any and All Withdrawal Date”). Holders of Any and All Notes must validly tender and not validly withdraw their Notes at or before the Any and All Expiration Date to be eligible to receive the applicable Total Consideration for their Notes. For the Any and All Notes that have (i) been validly tendered (and not validly withdrawn) prior to the Any and All Expiration Date and that are accepted for purchase, or (ii) have been validly tendered on or prior to the “Guaranteed Delivery Date” (5:00 p.m. (New York City time) on August 4, 2023, unless extended by Televisa in its sole discretion) pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) and that are accepted for purchase, settlement will occur on the Any and All Settlement Date (as defined herein), subject to all conditions set forth in the Offer to Purchase having been satisfied or, where applicable, waived by Televisa.

The Waterfall Tender Offer will expire at 5:00 p.m., New York City time, on August 23, 2023 unless extended by Televisa in its sole discretion (such date and time, as the same may be extended, the “Waterfall Expiration Date”). The Any and All Expiration Date and the Waterfall Expiration Date are each referred to as a “Expiration Date.” Holders of the Waterfall Notes must validly tender and not validly withdraw their Waterfall Notes at or before 5:00 p.m., New York City time, on August 8, 2023, unless extended by Televisa in its sole discretion (such date and time, as the same may be extended, the “Early Tender Date”) to be eligible to receive the applicable Total Consideration. The Early Tender Premium is included in the amount of Total Consideration payable for each series of Waterfall Notes validly tendered and accepted for payment prior to the Early Tender Date pursuant to the Waterfall Tender Offer.  Holders of the Waterfall Notes who validly tender their Notes after the Early Tender Date and on or before the Waterfall Expiration Date will receive the Tender Consideration per US$1,000 principal amount of Waterfall Notes tendered by such Holders that are accepted for purchase.  Any Waterfall Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on August 8, 2023, unless extended by Televisa in its sole discretion (such date and time, as the same may be extended, the “Waterfall Withdrawal Date”).

The date of payment for the Any and All Notes accepted for purchase is referred to as the “Any and All Settlement Date.”  The date of payment for the Waterfall Notes validly tendered at or before the Early Tender Date and accepted for purchase is referred to as the “Early Settlement Date.” The date of payment for the Waterfall Notes validly tendered after the Early Tender Date and at or before the Waterfall Expiration Date and accepted for purchase is referred to as the “Final Settlement Date.” The Any and All Settlement Date is expected to be August 7, 2023, the Early Settlement Date is expected to be August 10, 2023 and the Final Settlement Date is expected to be August 25, 2023. The Any and All Settlement Date, the Early Settlement Date and the Final Settlement Date are each referred to as a “Settlement Date.”

Subject to applicable law, the Offers may be amended, extended or terminated. If Televisa determines, in its sole discretion, to extend the Offers beyond the applicable Expiration Date, there will be a new Settlement Date with respect to Notes validly tendered on or prior to the applicable Expiration Date. During any extension of the Offers, all Notes previously tendered and not accepted for purchase pursuant to the Offers will remain subject to the Offers and may, subject to the terms and conditions of the Offers, be accepted for purchase by us.

Conditions

Televisa’s obligation to accept for purchase, and to pay for, any Notes validly tendered and not validly withdrawn pursuant to the Offers, is conditioned upon the satisfaction of certain conditions specified in the Offer to Purchase, including that, with respect to the offer to purchase the 2025 Notes, the applicable Total Consideration determined to be payable for the 2025 Notes does not exceed the 2025 Series Consideration Maximum and, with respect to the offer to purchase the 2046 Notes, the applicable Total Consideration determined to be payable for the 2046 Notes does not exceed the 2046 Series Consideration Maximum. Based on the current trading prices for the 2025 Notes and 2046 Notes, this condition would not be met as of the date of the Offer to Purchase. There is no assurance that this condition will be satisfied on or prior to the Early Tender Date or the Waterfall Expiration Date, as applicable. Subject to applicable law, Televisa reserves the right, in its sole discretion, to (i) waive any and all conditions of the Offers at or prior to the Any and All Expiration Date, the Early Tender Date or the Waterfall Expiration Date, as applicable, (ii) extend, terminate or withdraw the Offers, or (iii) otherwise amend the terms of the Offers in any respect.

The Dealer Managers

Televisa has retained HSBC Securities (USA) Inc. and Santander US Capital Markets LLC to act as dealer managers in connection with the Offers (the “Dealer Managers”). Any questions or requests for assistance regarding the Offers may be directed to the Dealer Managers at their contact information set forth below.

The Tender Agent and the Information Agent

Copies of the Offer to Purchase and the Notice of Guaranteed Delivery may be obtained from D.F. King & Co., Inc., the tender agent and the information agent for the Offers, at www.dfking.com/televisa or toll-free at +1 800-967-5019, collect at +1 212-269-5550 and email at televisa@dfking.com.

Disclaimer

About Grupo Televisa

Contact Information

Investor Relations

Tel: (52 55) 5261 2445

Rodrigo Villanueva, VP, Head of Investor Relations / rvillanuevab@televisa.com.mx

Andrés Audiffred, Investor Relations Director / aaudiffreda@televisa.com.mx

Media Relations

Rubén Acosta / Tel: (52 55) 5224 6420 / racostamo@televisa.com.mx