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Televisa to Merge Media, Content & Production Assets with Univision

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Grupo Televisa, S.A.B. (“Televisa”), and Univision Holdings, Inc. (together with its wholly owned subsidiary, Univision Communications Inc., “Univision”), today announced a definitive transaction agreement in which Televisa’s content and media assets will be combined with Univision to create the largest Spanish-language media company in the world: Televisa-Univision

The combination brings together the two leading media businesses in the two largest Spanish-speaking markets in the world: Univision in the United States, the largest Spanish-language media market by value, and Televisa in Mexico, which is the most populous Spanish-language market in the world. The resulting business will hold the largest long-form library of content in the world, a powerful portfolio of IP and global sports rights, fueled by the most prolific Spanish-language production infrastructure. The power and scope of these content assets are unmatched. In 2020, Televisa produced more than 86,000 hours of content across every genre and category, including sports and special events, dramas, newscasts, situation comedies, game shows, reality shows, children’s programs, comedy and variety programs, musical and cultural events, movies and educational programming.

Televisa will also contribute its four free-to-air channels, 27 pay-TV networks channels and stations, its Videocine movie studio and Blim TV subscription video on demand (SVOD) service; and the Televisa trademark. These media assets comprise the definitive market leader in Mexico.

The Company will further benefit from Univision’s market-leading assets in the United States which includes the Univision and UniMás broadcast networks, nine Spanish-language cable networks, 61 television stations and 58 radio stations in major U.S. Hispanic markets and Puerto Rico, and prominent digital assets including its recently launched AVOD streaming service, PrendeTV.

The combined entity will have the content, production capacity, intellectual property, global reach and financial resources to aggressively pursue the relatively nascent global Spanish-language streaming opportunity. The Spanish-language market, which represents around 600 million people globally, and an aggregate GDP of about $7 trillion, is significantly underserved from a streaming perspective relative to other major markets. Less than 10% of the Spanish speaking population currently use an OTT video product, compared with the English language market where nearly 70% of the population has at least one streaming service.

“This strategic combination generates significant value for shareholders of both companies and will allow us to more efficiently reach all Spanish-language audiences with more of our programming,” said Emilio Azcárraga, Executive Chairman of the Televisa Board of Directors. “Together, Televisa-Univision can more aggressively pursue innovation and growth through digital platforms as the industry continues to evolve. Our new investors at the SoftBank Latin America Fund, Google and The Raine Group are just as excited about the opportunities presented by this combination.”

“This transformative combination brings together the leading network serving U.S. Spanish-language audiences with the leading media platform in Mexico powered by the most powerful Spanish-language content engine in the world,” said Univision CEO Wade Davis. “Televisa-Univision will emerge as the leading global Spanish-language multi-media company, uniquely positioned to capture the significant market opportunity for Spanish speakers worldwide.”

Davis continued, “The composition of our new investor group reflects confidence in our strategy, the progress of our digital transformation and the magnitude of the opportunity ahead of us. I would like to thank Chairman Emilio Azcárraga for his confidence in us, to continue as partners growing the incredible company he and his family have built. I would also like to thank Televisa Co-CEOs Alfonso de Angoitia and Bernardo Gómez for their continued support and partnership as we work together to provide our audience with even more access to even more powerful, compelling and engaging Spanish-language content, however they choose to access it.”

“We have been deeply involved with Univision for more than two decades, and we have never enjoyed a better relationship with our partners,” said Bernardo Gómez and Alfonso de Angoitia, Televisa’s Co-Chief Executive Officers. “We are creating a company which is a leader across multi-media categories, unified over the largest territories and with the scale and focus to deliver the most compelling content experience to Spanish-language consumers around the world.  We are confident that this strategic transaction will maximize the potential of our Content segment, while allowing us to strengthen our balance sheet and focus on growth opportunities at our Telecom business.”

“The SoftBank Latin America Fund is proud to invest in the combination of Televisa-Univision to help create a content powerhouse that can serve the nearly 600 million Spanish-language speakers globally.  With the largest and most iconic original Spanish content library in the world and access to SoftBank’s global tech ecosystem, we will help transform the new company into the leading Spanish-language multi-platform digital media company and one of the most important OTT service providers in the world,” said Marcelo Claure, Chief Executive Officer of SoftBank Group International and board member of Univision.

Terms of the Transaction

Televisa will continue to capture the upside from the significant growth potential of the Company by remaining 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’s content assets will be contributed for approximately $4.8 billion. Under the terms of the agreement, Univision will pay $3.0 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 combination will be financed through $1.0 billion of new Series C preferred equity investment led by the SoftBank Latin American Fund (“SoftBank”), along with current Univision investor ForgeLight LLC, with participation from Google and The Raine Group; and $2.1 billion of debt commitments arranged by J.P. Morgan.

News content production for Mexico will be outsourced from a company owned by The Azcárraga family to guarantee that news content remains in Mexican hands and is produced in Mexico. Televisa-Univision will retain all assets, IP and library related to Televisa’s News division.

The transaction is expected to close in 2021, subject to customary closing conditions, including receipt of regulatory approvals in the United States and Mexico, and Televisa shareholder approval. The Board of Directors of both Televisa and Univision have already approved the combination.

Management and Board

Univision CEO 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, CEO of SoftBank International will become Vice Chairman of the Board. The Company’s 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, Televisa’s Co-Chief Executive Officers, during a transition period to ensure a smooth and successful integration.

Strong Financial Profile

As a result of the significant equity infusion and enhanced profitability of the Company, Televisa-Univision’s net debt leverage ratio is expected to decline by over 2.0x to approximately 5.0x, when accounting for run-rate revenue and cost synergies of $200 to $300 million. Televisa-Univision’s differentiated market proposition and cost structure allow for premium top line pricing with efficient content costs as most of the production will take place in Mexico where the Company has substantial high quality production studios in an ideal market to source premium content. This creates a powerful margin profile unlike any other media company, including run-rate synergies, EBITDA margin is expected to be close to 45%. The combined financial strength will allow the Company to invest in the anticipated launch of its global streaming platform, which is expected in early 2022.

Grupo Televisa Post-Transaction

Post-transaction, Televisa will keep developing and expanding its industry-leading Telecom business in Mexico, offering best-in-class high-speed internet access and providing high-quality programming as a content aggregator. Televisa will use the proceeds received from Univision primarily to pay down debt, while continuing to pursue growth opportunities and strengthen its leading position through ongoing investments at its core businesses. As a result, Televisa’s net debt leverage ratio will decline to below 2.0x and its U.S. dollar-denominated assets and liabilities will be matched. After the transaction closes, Televisa will no longer consolidate financials of its Content segment.

Advisors

Guggenheim Securities and J.P. Morgan are acting as financial advisors to Univision; and Paul, Weiss, Rifkind, Wharton & Garrison LLP; Sidley Austin LLP and Covington & Burling LLP are serving as legal counsel to Univision.

Allen & Company is acting as financial advisor to Televisa. Wachtell Lipton, Rosen & Katz; and Mijares, Angoitia, Cortés y Fuentes, S.C. are providing legal counsel. Pillsbury Winthrop Shaw Pittman LLP is serving as regulatory counsel. LionTree Advisors LLC rendered a fairness opinion to the Board of Directors of 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.


A Big Wall Street Confidence Boost for IHRT

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Talk about a vote of approval.

A veteran Wall Street media analyst has significantly raised her target price for iHeartMedia, and took her rating on the company’s stock up not by one notch, but two.

Jessica Reif Ehrlich, today an analyst with Bank of America Securities, upgraded IHRT to “Buy” — from “Underperform.”

Even more astounding, Ehrlich raised her price target on iHeartMedia to $26 per share, from $10.

Why? Ehrlich is convinced the advertising market will come “roaring back” over the next several months. And, in the case of iHeart, adjusted EBITDA at the end of 2021 could return to where it was in 2021. In Ehrlich’s view, the adjusted EBITDA iHeart will see in 2021 is now forecast at $798 million, up from $744 million.

Investors responded by snapping up iHeart shares, pushing IHRT to $19.79, up 13.2% from Monday. Its peers didn’t benefit, with Beasley Media Group dipping 4.5% to $2.77 as Cumulus Media gained 2 cents to $9.10 and Audacy was at $4.93 — lower than the final day of trading for the company under its Entercom ticker symbol.

Why iHeart? Its sheer scale is one likely factor, with stations across a variety of market sizes and profitability in the nation’s biggest markets — something that proved difficult for Cumulus Media and remains a challenge for Audacy’s former CBS Radio stations.

There are also studies pointing to increases in drive-time listening.

But, iHeart is also being singled out for its podcasting arm.

As small and medium-sized businesses continue to reopen, Ehrlich believes iHeart properties are poised to benefit from increased ad dollars.

Furthermore, as live events ramp up again, iHeart will see added revenue.

Lastly, iHeart gets Ehrlich’s strong stamp approval for now having “manageable debt maturities with significant capacity to de-lever the business, facilitating a highly favorable capital structure shift in favor of equity.”

 


Pohlad’s Twin Cities FMs ‘Go’ Away Forever

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Bill Reeves, CEO, Educational Media Foundation
Bill Reeves, CEO, Educational Media Foundation

The sale was approved on March 26. Now, the transaction brokered by Kalil & Co. has closed.

Get ready for the highly anticipated arrival of Air1 on a full-market signal serving the Twin Cities of Minnesota.

The parent of KLOVE and Air1 Network, the fast-growing Christian Contemporary and Worship Music noncomm networks owned by Educational Media Foundation (EMF) has completed its purchase of KZGO-FM 95.3, a Class A licensed to St. Paul, and KQGO-FM 96.3, a Class C3 licensed to Edina, Minn., from The Pohlad Companies.

The sale was priced at $2.45 million and originally announced in December 2020.

KQGO offered a Modern Rock format as “Go 96.3,” while KZGO offered Hip-Hop as “Go 95.3.”

A format change for both stations is imminent. While it is not yet known what EMF network will go on each stations, Air1 will take the KQGO signal, according to in-market chatter.

KZGO, given its market heritage as a religious station, will see the return of the predecessor to Go —  “Praise Live.” This could see the return of the KNOF call letters, media reports indicate.

For Air1, it’s a boost, as listeners can currently hear it on W225AP, an FM translator at 92.5 MHz, fed off of the Cities 97 HD2 signal.

KLOVE is heard in the market via the HD3 signal of KFXN-FM 100.3 in Minneapolis and on FM translators K260BA at 99.9 MHz in Coon Rapids, Minn., and K288GR at 105.5 MHz, covering a small part of the far eastern portion of the Twin Cities region.

This will continue, media reports suggest.

The tangible personal property EMF is gaining for KQGO includes two Nautel NV10 transmitters with HD upgrade availability, one Inovonics 530 modulation monitor, and an Omnia 11 system.

For KZGO, EMF gets a Barix 1000, a Nautel VS 2.5, and an Optimod 8500.

The asset purchase agreement noted that Hmong programming would remain on the HD3 signal of KQGO, with a verbal agreement made by Pohlad being transferred to EMF. It is now known that this will no longer occur.


The InFOCUS Podcast: Pierre Bouvard

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Pierre Bouvard
Pierre Bouvard

There’s been a bit of chatter across the radio industry this week about the latest blog post from Pierre Bouvard, the Chief Insights Officer at Cumulus Media and its Westwood One arm.

Bouvard delves into the perception, versus “reality,” of AM and FM radio. He shares some of his latest insights on the subject in this fresh InFOCUS Podcast, presented by dot.FM.

get.fm logoListen to “The InFOCUS Podcast: Pierre Bouvard” on Spreaker.


2021 NAB Crystal Radio Award Winners Announced

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The NAB on Tuesday (4/13) announced the ten winners of the 34th annual NAB Crystal Radio Awards. The winners were selected from 50 finalists and honored today during NAB Show Premiere, its digitally delivered ancillary conference tied to the NAB Show, rescheduled for fall 2021 due to the pandemic.

The winners of the 2021 Crystal Radio Awards are:

  • KSL-FM in Salt Lake City
  • KRSP-FM in Salt Lake City
  • KSTP-FM in Minneapolis-St. Paul
  • WBAP-AM in Dallas
  • WDRV-FM in Chicago
  • WFXE-FM in Columbus, Ga.
  • WJJY-FM in Brainerd, Minn.
  • WMMR-FM in Philadelphia
  • WSB-FM in Atlanta
  • WWRM-FM in Tampa

Five-time NAB Crystal Radio Award winning station WHUR-FM in Washington, D.C. also recieved the esteemed Crystal Heritage Award during the special event. Only nine other stations have received this honor.

The winners were chosen by a panel of judges representing the broadcast industry, community service organizations and public relations firms.

Since 1987, the NAB Crystal Radio Awards have recognized radio stations for their year-round commitment to community service.


A Learning Opportunity on Automating the Ad Buy and Sell Process

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Members of the Media Ad Sales Council (MASC), an industry advocacy group founded by the media technology provider, will lead Matrix’s April Media Ad Sales Summit “Candid Conversation,” which is focused on automating the buy/sell manual transactions and processes.


Dallow Rises To Lead CMG/Tulsa’s Radio Operations

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Kim Dallow
Kim Dallow

For 14 years, she’s been associated with Cox Media Group’s Tulsa radio stations.

Now, this 26-year radio industry veteran is getting promoted to Director of Radio Operations.

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Earning the new stripes at CMG is Kim Dallow. She’s been the Director of Branding & Programming for KJSR-FM “103.3 The Eagle,” Cox’s Classic Rock station in Tulsa, for the past five years. She will retain those duties, while shedding the Marketing and Promotions Director role for CMG/Tulsa first given to Dallow 11 years ago.

“Kim has been serving unofficially as our operations manager for about a year now and our cluster has only improved with her at the helm,” said Cathy Gunther, a CMG Regional VP who Dallow reports to. “I look forward to seeing what she can do in her new role as we continue to lead the radio market in Green Country with top-tier ratings, community events, and innovative promotional efforts.”

Dallow added, ‘It’s such a privilege to work with this team of outstanding broadcasters. I’m so proud of the local programming and community support that CMG Tulsa consistently provides, and I’m very grateful for the opportunity to help ensure that it’s legacy of excellence continues.”

 


NextGen TV’s Potential For Radio Industry Growth

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Much has been stated about the better picture, improved sound and data capabilities tied to ATSC 3.0, the new digital broadcast standard that is bringing NEXTGEN TV to markets across the U.S. on a voluntary rollout basis.

Did you know that there’s a potential boost in the riches of AM and FM broadcast stations tied to ATSC 3.0? A big TV station owner, with radio properties in Seattle, is largely to thank for this tech progression.


FOX News Adds A Legal, Corp. Dev. Leader

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Bernard Gugar
Bernard Gugar

He was formerly the U.S. Head of Industries for Google Cloud’s Deal Pursuit Organization.

Now, he’s the General Counsel and Executive Vice President of Corporate Development for FOX News Media.


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NewsNation Beefs Up Its D.C. Coverage

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Nexstar Media Group’s MVPD-distributed channel formerly known as WGN America has bolstered its Washington, D.C., news coverage by bringing on a correspondent with experience covering politics in the Lone Star State — in addition to social justice protests and Hurricane Harvey in Texas.


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Cisneros ‘Weakness’ Revealed In Entravision’s Delayed 10-K

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Entravision Communications Corporation

On April 1, Hispanic consumer-focused Entravision Communications disclosed to the SEC that it would not be able to file its annual report in a timely manner. This triggered a warning from the New York Stock Exchange.

All is better now, as far as NYSE compliance is concerned. But, Entravision now has a potential headache on its hands regarding the entity that is to blame for the 10-K filing delay.


SiriusXM Gains More MLB Streaming Rights

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Major League Baseball and SiriusXM have expanded their agreement to include additional streaming rights starting with the 2021 MLB season.

As such, for the first time SiriusXM subscribers with a streaming-only subscription have access to live play-by-play broadcasts of every MLB game as they listen on the SiriusXM app and on connected devices and speakers in their home.

The SiriusXM app offers 30 play-by-play channels dedicated to streaming the official radio broadcasts of every MLB team, giving fans the choice between the home and visiting team announcers for every game, all season long.

The 30 MLB play-by-play channels are also available on vehicles equipped with next-generation SiriusXM with 360L radios.

SiriusXM satellite subscribers continue to get access to every MLB game on both their SiriusXM radios and on the SiriusXM app.  Certain subscriptions are required.

The new agreement also includes a multi-year extension of SiriusXM’s rights to broadcast every MLB game.

In related news, starting this month SiriusXM and the Negro Leagues Baseball Museum will present an exclusive new podcast series, Black Diamonds. Hosted by museum president and historian Bob Kendrick, the podcast will showcase the history of the Negro Leagues, highlighting the players, people and events that shaped them, as well as spotlighting the leagues’ achievements and innovations during a time of segregation and inequality.


Black Diamonds, a SiriusXM original podcast, will debut on MLB’s Jackie Robinson Day (April 15).  The 20-episode series can be heard on the SiriusXM app, Pandora, Stitcher and other podcast platforms.


Three Orban Products Win Nielsen PPM Approval

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A trio of products produced and distributed by Orban Labs have received Portable People Meter (PPM) encoding certification by Nielsen.

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Getting the all-important Nielsen certification and now available with onboard PPM encoding are Orban’s OPTIMOD-FM 5500i, 5700i and 8600Si processors.

These three products join Orban’s XPN-AM, which was the industry’s first processor to receive Nielsen certification and has been shipping with internal PPM encoding autumn 2020.

“PPM encoding is a vital part of station operations, especially in major markets,” Orban President David Day said.

In fact, this encoding is now taking place via Orban processors at stations in New York, Atlanta, Seattle, Denver, and Phoenix, Day says.

PPM encoding is an option with the OPTIMOD-FM processors.


Meet Nautel’s New USA Broadcast Business Development Man

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Nautel has selected the individual who will work directly with its regional sales managers serving key radio station accounts across the U.S.

He’ll be based in Cincinnati.

Taking the job as Business Development Manager, working with the USA Broadcast team, is Charles Sotto.

He joins Nautel after most recently serving as South East Regional sales director for GatesAir, focusing on Radio and TV transmitter equipment sales.

Sotto also spent several years with Harris in the early 2000s as National Accounts Manager for Broadcast Systems and Special Markets and had previously worked with Sony as a Major Account Manager, where he was involved in large-scale and technically intricate projects including the launch of DirecTV.


Introducing a Remote Production and Streaming Tool for TV

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CP Communications, which has gained a reputation for products enabling live event productions, is rolling out a remote production and streaming platform it says was built specifically for modern live sports and news production challenges.

The release of CamSTREAM SRT comes as CP continues to expand its Red House Streaming (RHS) CamSTREAM line to meet changing REMI production requirements.

Like previous models, CamSTREAM SRT provides content creators with a PTZ camera and tripod, video encoder, and return monitor to remotely shoot, record and stream live content.

An internet connection is required to stream acquired contact to a studio or the web.

This is the first RHS CamSTREAM system to leverage the Secure Reliable Transport (SRT) open-source video transport protocol, developed and pioneered by Haivision, which optimizes streaming performance.

CamSTREAM SRT is also the first RHS CamSTREAM system to integrate Haivision’s Makito X2 encoder, which supports ultra-low latency streams and establishes a secure VPN tunnel to and from the studio over a local area network (LAN).

When paired with a Haivision Makito X2 decoder, users have return video to the onboard 10-inch monitor along with IFB audio. The Makito X2 encoder can be swapped for a Mobile Viewpoint Agile Airlink bonded cellular encoding solution where LAN connections are unavailable.

CP Communications is a North American distributor for both Haivision and Mobile Viewpoint products.

CamSTREAM SRT is also offering new options for RHS CamSTREAM customers, including options for remote teleprompting and DMX lighting control. The latter communicates with cloud-based DMX control software to turn lights on and off, change color temperature and adjust brightness, among other settings. All DMX control is enabled over IP between the studio and the remote production site using the same secure VPN tunnel.


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