Univision Communications Inc. and Grupo Televisa, S.A.B. announced an agreement in which Televisa will make a substantial investment in Univision and the long-term Program License Agreement (PLA) between the two companies will be expanded and extended.
As a result, Televisa and Univision will enhance their respective business potential and value creation opportunities, the Companies said.
According to a release, under the terms of the binding agreement, Televisa will invest $1.2 billion in Univision, and contribute its 50 percent interest in TuTV, for a 5 percent equity stake and debentures convertible into an additional 30 percent equity stake of Univision in the future, subject to existing laws and regulations, and have the option to acquire an additional five percent equity stake in Univision. Univision will issue new shares and convertible debentures to Televisa. In connection with the investment, three Televisa representatives will join the Univision Board of Directors, which will increase to 20 members. Televisa's investment both strengthens Univision's balance sheet and enhances Univision's financial flexibility.
Under the newly amended PLA, in addition to an expanded suite of exclusive U.S. Spanish-language broadcast rights, Univision will now have exclusive U.S. Spanish-language digital rights to Televisa audiovisual programming. Univision will gain the ability to use Televisa online, network and pay-television programming on its three current television networks (Univision, TeleFutura and Galavision), any future Spanish-language networks and on current and future Univision Interactive platforms (Univision.com, Univision Movil and Video on Demand).
The PLA will be extended from its current 2017 expiration date to 2020, and upon satisfying certain conditions to at least 2025. In exchange for the expanded rights and content, Televisa will receive increased royalties from Univision as a result of the revised terms of the PLA, with Univision's royalty payments to Televisa increasing from the existing 9.36 percent of television revenue, excluding certain major soccer events, to 11.91 percent of substantially all of Univision's audiovisual and interactive revenues through December 2017, at which time royalty payments to Televisa will increase further to 16.22 percent. Additionally, Televisa will receive an incremental 2 percent in royalty payments on any Univision audiovisual revenues above the 2009 revenue base of $1.6 billion. This royalty increase is applicable on what is expected to be an expanded revenue base.
"We are extremely pleased to have reached this important agreement, which fully aligns the interests of Univision and Televisa for the long-term as both companies work to further serve the substantial growth opportunities in Spanish-language media in the United States," said Haim Saban, Chairman of Univision Communications, on behalf of Univision owner Broadcasting Media Partners, Inc., which includes Madison Dearborn Partners, Providence Equity Partners, Thomas H. Lee Partners, TPG Capital, and Saban Capital Group. "Univision is performing strongly, and this strategic partnership uniquely positions the Company for the foreseeable future."
Emilio Azcarraga Jean, Chairman, President and Chief Executive Officer of Grupo Televisa, said, "This transaction with Univision provides Televisa with a highly attractive strategic platform for the continued distribution of our content in the U.S. marketplace, our most important media marketplace outside of Mexico, and, in turn, to realize enhanced value for our stakeholders. As the largest media company in the Spanish-speaking world, Televisa has an unrivaled understanding of Spanish-language media markets. We are especially optimistic about the long-term growth potential of the U.S. Hispanic media marketplace, and our economic interest in this premier platform through Univision should further enable us to participate in – and benefit from – this potential."
According to a release, under the terms of the transaction:
-Univision will receive exclusive Spanish-language broadcast and digital rights to Televisa audiovisual programming in the United States.
-Univision will receive the U.S. rights to broadcast Mexican soccer games for which Televisa owns or controls the U.S. rights, beginning with select teams in 2011 and expanding to all teams to which Televisa has the rights in 2012.
-Televisa's 50 percent interest in its joint venture with Univision that owns TuTV, which broadcasts some of Televisa's pay television channels in the U.S., will be contributed to Univision for a payment to Televisa of $55 million, which results in Televisa's net investment in Univision of $1.2 billion.