TelevisaUnivision Announces Cash Tender Offer for its 8.000% Senior Secured Notes due 2028
NEW YORK--( BUSINESS WIRE)--TelevisaUnivision, Inc. today announced that its wholly-owned subsidiary, Univision Communications Inc. (the “Company”), commenced an offer to purchase for cash (the “Tender Offer”) its outstanding 8.000% senior secured notes due 2028 (the “Notes”) up to the Maximum Tender Amount (as defined below).
The price offered in the Tender Offer and other information relating to the Tender Offer is set forth in the table below, subject to the Maximum Tender Amount:
Title of Notes
CUSIP Nos. (1)
ISINs (1)
Principal
Amount
Outstanding
Reference
U.S. Treasury
Security
Bloomberg
Reference
Page (2)
Fixed
Spread (basis
points)
Early Tender
Premium (3) (4)
8.000% Senior Secured Notes Due 2028
914906 AY8
U91505 AT1
U91505 AU8
US914906AY80
USU91505AT17
USU91505AU89
$1,440,700,000
4.375% UST due August 15, 2026
FIT3
+50
$50
_________________________
(1) No representation is made as to the correctness or accuracy of the CUSIP numbers or ISINs listed in this press release. They are provided solely for the convenience of holders of the Notes.
(2) The applicable page on Bloomberg from which the Dealer Manager (as defined below) will quote the bid side price of the U.S. Treasury Reference Security.
(3) Per $1,000 principal amount of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time (as defined herein) and accepted for purchase by us.
(4) Included in the Early Tender Consideration for Notes tendered and accepted for purchase on or prior to the Early Tender Time.
The Tender Offer is being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated April 8, 2026 (as the same may be amended or supplemented from time to time, the “Offer to Purchase”), including the Financing Condition (as defined below). The Tender Offer is open to all registered holders (the “holders”) of the Notes, and will expire at 5:00 p.m., New York City time, on May 6, 2026, unless extended or earlier terminated (such date and time, as it may be extended, the “Expiration Time”).
The Company’s obligation to accept for purchase and to pay for the Notes in the Tender Offer is subject to the satisfaction or waiver of a number of conditions, including that the Company shall have received net proceeds from a debt offering, after deducting fees, costs and expenses in connection therewith, of a series of senior secured notes on the terms and conditions contained in the offering memorandum related to such offering (the “Debt Financing”) by the Company sufficient in the Company’s reasonable discretion to fund the purchase of all Notes accepted for purchase in the Tender Offer (the “Financing Condition”). There can be no assurance that the Company will complete timely, or at all, the Debt Financing or that any other such conditions will be satisfied. This press release does not constitute an offer to sell, or the solicitation of an offer to buy or subscribe for, any debt securities of the Company.
The Company will purchase up to the maximum aggregate principal amount of Notes validly tendered and not validly withdrawn that will not result in an aggregate purchase price (excluding Accrued Interest (as defined below)) that exceeds the expected net proceeds to the Company from the Debt Financing after deducting fees, costs and expenses in connection therewith (the "Maximum Tender Amount"). As of April 8, 2026, there was $1,440,700,000 aggregate principal amount of the Notes outstanding. The Tender Offer is not contingent upon the tender of any minimum principal amount of Notes.
Subject to the Maximum Tender Amount, proration (if applicable) and the satisfaction or waiver of the conditions set forth in the Offer to Purchase, the Company will accept for purchase on the Early Settlement Date or the Final Settlement Date, as applicable (each, a “Settlement Date”), Notes validly tendered in the Tender Offer. The Company will only accept for purchase Notes up to the Maximum Tender Amount. Tendered Notes may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on April 21, 2026, unless extended or the Tender Offer is earlier terminated by the Company (such date and time, as it may be extended, the “Withdrawal Deadline”), but not thereafter.
The consideration (the “Early Tender Consideration”) offered per $1,000 principal amount of Notes validly tendered at or prior to 5:00 p.m. New York City time on April 21, 2026 (such date and time, as it may be extended, the “Early Tender Time”), and accepted for purchase pursuant to the Tender Offer, will be determined in the manner described in the Offer to Purchase by reference to the fixed spread for the Notes (the “Fixed Spread”) specified in the table above, plus the yield based on the bid-side price of the U.S. Treasury Reference Security specified in the table above in this press release as quoted on the Bloomberg Reference Page specified in the table above at 10:00 a.m., New York City time, on April 22, 2026, unless extended or the Tender Offer is earlier terminated by the Company (such date and time, as it may be extended, the “Price Determination Time”).
Holders of any Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time, and that are accepted for purchase, will receive the Early Tender Consideration. The Early Tender Consideration, as calculated using the Fixed Spread for the Notes set forth in the table above, includes an early tender premium of $50 per $1,000 principal amount of Notes (the “Early Tender Premium”). The Early Tender Time is the last date and time for holders to tender their Notes in order to be eligible to receive the Early Tender Consideration. Holders of any Notes that are validly tendered after the Early Tender Time but at or prior to the Expiration Time, and that are accepted for purchase, will receive an amount equal to the Early Tender Consideration minus the Early Tender Premium (the “Late Tender Consideration”).
In addition to the Early Tender Consideration or the Late Tender Consideration, as applicable, all holders of Notes accepted for purchase will also receive accrued and unpaid interest (“Accrued Interest”) on Notes validly tendered and accepted for purchase from and including the interest payment date immediately preceding the applicable Settlement Date up to, but not including, the applicable Settlement Date, payable on such Settlement Date.
Notes validly tendered at or prior to the Early Tender Time will be accepted for purchase in priority to other Notes validly tendered after the Early Tender Time. Accordingly, if the Maximum Tender Amount is reached as a result of tenders of Notes made at or prior to the Early Tender Time, Notes tendered after the Early Tender Time will not be accepted for purchase. On either Settlement Date (as defined below), as the case may be, if the aggregate principal amount of Notes validly tendered exceeds the Maximum Tender Amount, the amount of Notes purchased on such Settlement Date will be prorated.
Subject to applicable law, the Company reserves the right, but is under no obligation, to increase or decrease the Maximum Tender Amount at any time, which could result in it purchasing a greater or lesser aggregate principal amount of Notes in the Tender Offer, and may do so without extending the Early Tender Time or the Withdrawal Deadline. Accordingly, holders should not tender any Notes that they do not wish to be accepted in the Tender Offer.
Holders must tender their Notes in accordance with the procedures set forth in the Offer to Purchase. There are no guaranteed delivery procedures for the Tender Offer, and there will be no letter of transmittal for the Tender Offer.
The Tender Offer will expire at the Expiration Time. Except as set forth in the paragraph below, payment for the Notes that are validly tendered at or prior to the Expiration Time, and that are accepted for purchase, will be made on the date referred to as the “Final Settlement Date.” The Company anticipates that the Final Settlement Date will be May 8, 2026, the second business day after the Expiration Time, subject to all conditions to the Tender Offer, including the Financing Condition, having been satisfied or waived by the Company.
The Company reserves the right, in its sole discretion, to pay for Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Time, and that are accepted for purchase, on a date following the Early Tender Time and prior to the Expiration Time (the “Early Settlement Date” and together with the Final Settlement Date, each a “Settlement Date”). The Company anticipates that the Early Settlement Date will be April 24, 2026, the third business day after the Early Tender Time, subject to all conditions to the Tender Offer, including the Financing Condition, having been satisfied or waived by the Company.
The Company has retained Citigroup Global Markets Inc. to serve as Dealer Manager for the Tender Offer (the “Dealer Manager”). Global Bondholder Services Corporation has been retained to serve as the Depositary and Information Agent for the Tender Offer (the “Depositary and Information Agent”). Questions regarding the Tender Offer may be directed to Citigroup Global Markets Inc. at 388 Greenwich Street, New York, New York 10013, (800) 558-3745. Requests for the Offer to Purchase may be directed to Global Bondholder Services Corporation at 65 Broadway – Suite 404, New York, New York 10006, Attn: Corporate Actions, (212) 430-3774 (for banks and brokers) or (855) 654-2014 (for all others). The Company is making the Tender Offer only by, and pursuant to, the terms of the Offer to Purchase. None of the Company, the Dealer Manager, or the Depositary and Information Agent make any recommendation as to whether holders should tender or refrain from tendering their Notes. Holders must consult their own investment and tax advisors and make their own decisions as to whether to tender their Notes and, if so, the principal amount of the Notes to tender.
The Tender Offer is not being made to holders of the Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the Dealer Manager, or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described above, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.
About TelevisaUnivision
TelevisaUnivision, Inc. is a global media company that entertains, informs and empowers consumers with Spanish language news, sports and entertainment content across broadcast, cable, streaming, digital and audio 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 Tender Offer and the financing thereof and the use of proceeds therefrom. 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.