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Investor Relations
PRESS RELEASE
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GRUPO TELEVISA ANNOUNCES EARLY TENDER RESULTS WITH RESPECT TO ITS WATERFALL TENDER OFFER
Mexico City, August 8, 2023—Grupo Televisa, S.A.B. (“Televisa,”
the “Company,” “we,” “us” or “our”), announced today the early tender results as of 5:00 p.m. (New York City time) on August 8, 2023 (the “Early Tender Date”) of its previously announced
tender offer to purchase for cash 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”) 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”). We collectively refer to the outstanding debt securities listed in the table below as the “Waterfall Notes” and to each of the
listed outstanding debt securities as a “series” of Waterfall Notes. We refer to our offer to purchase the Waterfall Notes as the “Waterfall
Tender Offer.” The Waterfall Tender Offer was made pursuant to conditions set forth in the offer to purchase dated July 26, 2023 (the “Offer to Purchase”). Based on the US$92,580,000 aggregate principal amount of the Any and All Notes accepted in the Any and All Tender Offer, the Waterfall Tender Cap will equal US$207,420,000. Capitalized terms used in this press release but not
otherwise defined have the meanings given to them in the Offer to Purchase.
The table below sets forth certain information relating to the Waterfall Notes and the Waterfall Tender Offer, including, among other things, the
aggregate principal amount of Waterfall Notes tendered on or prior to the Early Tender Date. We were advised by D.F. King & Co., Inc., as the tender agent and information agent for the Waterfall Tender Offer, that as of the Early Tender Date,
the aggregate principal amounts of each series of the Waterfall Notes specified in the table below were validly tendered and not validly withdrawn.
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Aggregate
Principal
Amount
Outstanding
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Acceptance
Priority
Level
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Aggregate
Principal Amount
Tendered as of
Early Tender
Date
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5.000% Notes due 2045
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40049 JBA4
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US40049 JBA43
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US$889,400,000
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1
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US$98,748,000
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5.250% Notes due 2049
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40049 JBE6
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US40049 JBE64
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US$702,200,000
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2
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US$41,262,000
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6.625% Notes due 2025
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40049 JAV9
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US40049 JAV98
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US$266,400,000
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3
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US$46,982,000
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6.125% Notes due 2046
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40049J BC0
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US40049JBC09
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US$900,000,000
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4
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US$44,327,000
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Withdrawal rights for the Waterfall Tender Offer expired at 5:00 p.m. (New York City time) on August 8, 2023. Waterfall Notes that have
been validly tendered on or prior to the Early Tender Date cannot be withdrawn, except as may be required by applicable law. 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.
Waterfall Notes that have been validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase by Televisa pursuant to the Waterfall
Tender Offer are expected to be purchased and cancelled by Televisa on August 10, 2023 (the “Early Settlement Date”). The amounts of each series of Waterfall Notes that are purchased on
the Early Settlement Date will be determined in accordance with the Acceptance Priority Levels and the proration procedures described in the Offer to Purchase.
Holders who validly tendered (and not validly withdraw) their Watefall Notes on or prior
to the Early Tender Date and whose Waterfall Notes are accepted for purchase pursuant to the Waterfall Tender Offer are eligible to receive the applicable Total Consideration, which includes an early tender premium of US$30.00 per US$1,000
principal amount of each series of Waterfall Notes and accrued and unpaid interest (“Accrued Interest”) on their accepted
Waterfall Notes up to, but excluding, the Early Settlement Date, and any additional amounts thereon, if any.
The Waterfall Tender Offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including the Series
Consideration Maximums.
Televisa has retained HSBC Securities (USA) Inc. and Santander US Capital Markets LLC to act as dealer managers in connection with the Waterfall Tender
Offer (the “Dealer Managers”). Any questions or requests for assistance regarding the Waterfall Tender Offer may be directed to the Dealer Managers at their contact information set forth
below.
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HSBC Securities (USA) Inc.
452 Fifth Avenue
New York, NY 10018
Attn: Global Liability Management Group
Toll-Free: +1 (888) HSBC-4LM
Call Collect: +1 (212) 525-5552
E-mail: lmamericas@us.hsbc.com
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Santander US Capital Markets LLC
437 Madison Avenue, 7th Floor,
New York, New York 10022
United States of America
Attn: Liability Management
Toll-Free: +1 855-404-3636
Collect: +1 212-940-1442
E-mail: Usdcmlm@santander.us
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The Tender Agent and the Information Agent
Copies of the Offer to Purchase may be obtained from D.F. King & Co., Inc., the tender agent and the information agent for the
Waterfall Tender Offer, 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
This press release is neither an offer to sell nor a solicitation of an offer to buy the securities described
herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The Waterfall Tender Offer is not being made to holders of Waterfall Notes in any jurisdiction in which Televisa is
aware that the making of the Waterfall Tender Offer would not be in compliance with the laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Waterfall Tender Offer to be made by a licensed
broker or dealer, the Waterfall Tender Offer will be deemed to be made on Televisa’s behalf by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
Documents related to the Waterfall Tender Offer have not been filed with, and have not been approved or reviewed by
any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any documents related to the Waterfall Tender Offer, and it is unlawful and may
be a criminal offense to make any representation to the contrary.
Forward-Looking Statements
This press release contains forward-looking statements. The forward-looking statements in this press release should
be read in conjunction with the factors described in “Item 3. Key Information – Forward-Looking Statements” in the Company’s Annual Report on Form 20-F. Readers are cautioned not to place undue reliance on these forward-looking statements, which
speak only as of their dates. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Grupo Televisa
Televisa is a major telecommunications corporation which owns and operates one of the most significant cable companies
as well as a leading direct-to-home satellite pay television system in Mexico. Televisa’s cable business offers integrated services, including video, high-speed data, voice and mobile to residential and commercial customers as well as managed
services to domestic and international carriers. Televisa owns a majority interest in Sky, a leading direct-to-home satellite pay television system and broadband provider in Mexico, operating also in the Dominican Republic and Central America.
Televisa holds a number of concessions by the Mexican government that authorizes it to broadcast programming over television stations for the signals of TelevisaUnivision, Inc. (“TelevisaUnivision”), and
Televisa’s cable and DTH systems. In addition, Televisa is the largest shareholder of TelevisaUnivision, a leading media company producing, creating, and distributing Spanish-speaking content through several broadcast channels in Mexico, the United
States and over 50 countries through television networks, cable operators and over-the-top or “OTT” services. Televisa also has interests in magazine publishing and distribution, professional sports and live entertainment, and gaming.
Investor Relations
www.televisair.com.mx
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
Rubén Acosta / Tel: (52 55) 5224 6420 / racostamo@televisa.com.mx
Alejandra García / Tel: (52 55) 4438 1205 / agarcial@televisa.com.mx