A Media, Content and Production Marriage For Televisa and Univision

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For years, Hispanic market observers, marketing executives, media professionals and political leaders all suspected that, some day, Univision Communications would strengthen its bonds with its all-important Mexican programming provider.


That day will forever be remembered as April 13, 2021.


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Grupo Televisa, S.A.B. and Univision Holdings, just before 6pm in Mexico City, revealed  that the two Spanish-language media giants have reached a definitive agreement that amounts to a binational merger.

Televisa’s content and media assets will be combined with Univision. This will create the largest Spanish-language media company in the world, taking the name Televisa-Univision.

The combination of Televisa, a programming provider of Univision’s for several years, with a company now under new management and changed majority ownership is not only major news for U.S. consumers but is also significant for the Mexican media marketplace.

Univision and Televisa in 2018 were, arguably, suffering from a decline in viewers. Univision turned it around; Televisa’s rebound against Azteca 7 and Azteca 13 in Mexico has also been seen, albeit at a slower pace.

Domestically, Televisa-Univision presents a perhaps greater challenge to Comcast’s NBCUniversal Telemundo Enterprises, Estrella Media (the former LBI Media) and Spanish Broadcasting System’s MegaTV, albeit to a smaller extent.

In a joint statement, Televisa-Univision shared how the combined entity will hold “the largest long-form library of content in the world.”

In Mexico, Televisa owns four free-to-air network channels including Las Estrellas, Canal 5 and El Nu9ve; and 27 pay-TV networks channels and stations. There’s also the Videocine movie studio and Blim TV subscription video on demand (SVOD) service.

Stateside, Univision’s assets are comprised of 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 digital assets including  recently launched AVOD streaming service PrendeTV.

“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.”

Univision CEO Wade Davis added, “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. 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.”

Bernardo Gómez and Alfonso de Angoitia, Televisa’s Co-Chief Executive Officers, offered joint comments. “We have been deeply involved with Univision for more than two decades, and we have never enjoyed a better relationship with our partners. 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.”

Marcelo Claure, Chief Executive Officer of SoftBank Group International and a board member of Univision, added, “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.”

BEHIND THE DEAL

Televisa will remain 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 Mexican 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.

But, it is clear who holds the upper hand.

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 combination will be financed through $1 billion of new Series C preferred equity investment led by the SoftBank Latin American Fund, along with Wade Davis-linked 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. This, Televisa explains, guarantees 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.

With foreign ownership rules relaxed in the U.S., the merger is not expected to cause regulatory concerns. In fact, those in Washington charged with signing off on the deal may be among the least surprised to be seeing Televisa and Univision tie the knot, given the years of discussions over such a likely possibility.

The Board of Directors of both Televisa and Univision have already approved the combination.

WHO’S THE BOSS?

Univision CEO Wade Davis, who succeeded Vince Sadusky with the Searchlight/ForgeLight investment that closed earlier this year, will lead the combined company.

Alfonso de Angoitia will serve as Executive Chairman of the Televisa-Univision Board of Directors; Claure, of SoftBank, will become Vice Chairman of the Board.

The combined 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, Forgelight/SearchLight lead 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.

As a combined 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 million to $300 million.

“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,” the companies said.

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.


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.

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