Univision Communications Inc. entered into a definitive agreement to acquire Content and Media Assets of Grupo Televisa, S.A.B. (BMV:TLEVISA CPO) for approximately $4.8 billion on April 13, 2021. Televisas content assets will be contributed for approximately $4.8 billion. Under the terms of the agreement, Univision will pay $3 billion in cash, $750 million in Univision common equity and $750 million in Series B preferred equity, with an annual dividend of 5.5%. The balance is derived from other commercial considerations. The transaction will be financed through $1 billion of new Series C preferred equity investment led by the SoftBank Latin American Fund along with current Univision investor ForgeLight LLC, with participation from Google and The Raine Group; and $2 billion of debt commitments arranged by J.P. Morgan. The merger will lead to creation of new combined company, Televisa-Univision. Televisa will continue to remain as the largest shareholder in Televisa-Univision with an equity stake of approximately 45%. As a part of the agreement, Televisa will retain ownership of izzi Telecom, Sky, and other businesses, as well as the main real estate associated with the production facilities, the broadcasting licenses and transmission infrastructure in Mexico. Televisa-Univision will retain all assets, IP and library related to Televisas News division. Univision Chief Executive Officer, Wade Davis will lead the combined company, Alfonso de Angoitia will serve as Executive Chairman of the Televisa-Univision Board of Directors and Marcelo Claure, Chief Executive Officer of SoftBank International will become Vice Chairman of the Board. Televisa-Univisions Board will have 13 directors, including five appointed by Televisa, three by Searchlight and ForgeLight, two by the Series C shareholders and three independent directors. At closing, the board will be Emilio Fernando Azcárraga Jean, Bernardo Gómez Martínez, Alfonso de Angoitia Noriega, Marcelo Claure, Michel Combes, Gisel Ruiz, Oscar Muñoz, Maria Cristina MC Gonzalez Noguera, Wade Davis, Eric Zinterhofer, Jeff Sine and two additional Televisa appointees. After closing, content production and operations in Mexico will continue to be led by Emilio Azcárraga, Chairman of the Televisa Board of Directors, and Bernardo Gómez and Alfonso de Angoitia, Televisas Co-Chief Executive Officers, during a transition period to ensure a smooth and successful integration.
The transaction is subject to customary closing conditions, including receipt of regulatory approvals in the United States and Mexico, antitrust approvals, and Televisa shareholder approval. The Board of Directors of both Televisa and Univision have approved the transaction. As of April 20, 2021, a Shareholders Meeting of Grupo Televisa will be held on or around May 24, 2021, to vote on the transaction. The transaction was approved by Grupo Televisas stockholders on May 24, 2021. The transaction is expected to close in 2021. Televisa will use the proceeds received to pay down debt, while continuing to pursue growth opportunities and strengthen its leading position through ongoing investments at its core businesses. Guggenheim Securities and J.P. Morgan acted as financial advisors while Justin Rosenberg, Taurie M. Zeitzer and Charles H. Googe Jr. of Paul, Weiss, Rifkind, Wharton & Garrison LL, Kelly M. Dybala and David Ni of Sidley Austin LLP and Covington & Burling LLP acted as legal advisors for Univision. Allen & Company acted as financial advisor, Wachtell Lipton, Rosen & Katz, along with Mijares, Angoitia, Cortés y Fuentes, S.C, and Stephen B. Amdur, Veronica T. Nunn, Jarrod D. Murphy, Nora E. Burke, Scott R. Flick, Stephan E. Becker, and Lauren Lynch Flick of Pillsbury Winthrop Shaw Pittman LLP acted as legal advisors for Televisa. LionTree Advisors LLC provided fairness opinion for Televisa. Cleary Gottlieb Steen & Hamilton LLP served as legal counsel to the SoftBank Latin America Fund. Pillsbury Winthrop Shaw Pittman LLP served as legal counsel to The Raine Group. Kelly M. Dybala and David Ni of Sidley Austin LLP acted as legal advisor to Univision Communications Inc. Morgan Stanley acted as financial advisor to Univision Communications Inc.AS of September 14, 2021, The transaction has been approved by Mexican telecoms regulator.