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UNDER
THE SECURITIES ACT OF 1933
(Translation of Registrant’s name into English)
United Mexican States | 4833 | None | ||
(State or other jurisdiction | (Primary Standard Industrial | (IRS Employer | ||
of incorporation or organization) | Classification Code Number) | Identification No.) |
Colonia Santa Fe
01210 México, D.F. México
(52) (55) 5261-2000
(Address and telephone number of registrant’s principal executive offices)
Puglisi and Associates
850 Library Avenue, Suite 804
Newark, Delaware 19711
(302) 738-6680
(Name, address and telephone number of agent for service)
Kenneth Rosh, Esq. | Joaquín Balcárcel Santa Cruz | |
Fried, Frank, Harris, Shriver & Jacobson LLP | Grupo Televisa, S.A.B | |
One New York Plaza | Av. Vasco de Quiroga No. 2000 | |
New York, New York 10004-1980 | Colonia Santa Fe | |
(212) 859-8000 | 01210 Mexico, D.F. Mexico | |
(52) (55) 5261-2000 |
Amount | Proposed Maximum | Proposed Maximum | Amount of | |||||||||||||||||||
Title of each Class of | to be | Offering Price | Aggregate | Registration | ||||||||||||||||||
Securities to be Registered | Registered | Per Unit (1) | Offering Price (1) | Fee (1) | ||||||||||||||||||
6.0% Senior Exchange Notes due 2018 | $ | 500,000,000 | 100 | % | $ | 500,000,000 | $ | 19,650 | ||||||||||||||
(1) | The notes being registered are being offered (i) in exchange for 6.0% Senior Notes due 2018 previously sold in transactions exempt from registration under the Securities Act of 1933 and (ii) upon certain resales of the notes by broker-dealers. The registration fee, which was previously wired to the Securities and Exchange Commission, was computed based on the face value of the 6.0% Senior Notes due 2018 solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities or consummate the exchange offer until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell or exchange these securities and it is not soliciting an offer to acquire or exchange these securities in any jurisdiction where the offer, sale or exchange is not permitted.
U.S.$500,000,000 6.0% Senior Notes due 2018
which have been registered under the Securities Act of 1933
• We are offering to exchange the notes that we sold previously in a private offering for new registered notes. | • You may withdraw tenders of old notes at any time before 5:00 p.m., New York City time, on the date of the expiration of the exchange offer. | |
• The terms of the new notes are identical to the terms of the old notes, except for the transfer restrictions and registration rights relating to the outstanding old notes. • The exchange offer will expire at 5:00 p.m., New York City time, on , 2008, unless we extend it. • We will exchange all old notes that are validly tendered and not validly withdrawn. | ||
• Application will be made to list the new notes on the Luxembourg Stock Exchange. • We will not receive any proceeds from the exchange offer. | ||
• We will pay the expenses of the exchange offer. • No dealer-manager is being used in connection with the exchange offer. | ||
• The exchange of old notes for new notes will not be a taxable exchange for U.S. federal income tax purposes. |
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• | our annual report on Form 20-F for the fiscal year ended December 31, 2007, dated June 25, 2008 (SEC File No. 001-12610), which we refer to in this prospectus as the “2007 Form 20-F”; | ||
• | our Forms 6-K, which we submitted to the SEC on April 29, 2008 and June 11, 2008, which discuss our results for the quarter ended March 31, 2008; and | ||
• | any future filings on Form 20-F we make under the Securities Exchange Act of 1934, as amended, after the date of this prospectus and prior to the termination of the exchange offer, and any future submissions on Form 6-K during this period that are identified as being incorporated into this prospectus. |
Grupo Televisa, S.A.B.
Avenida Vasco de Quiroga, No. 2000
Colonia Santa Fe, 01210
México, D.F., México
(52) (55) 5261-2000
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• | projections of operating revenues, net income (loss), net income (loss) per CPO/share, capital expenditures, dividends, capital structure or other financial items or ratios; | ||
• | statements of our plans, objectives or goals, including those relating to anticipated trends, competition, regulation and rates; | ||
• | our current and future plans regarding our online and wireless content division, Televisa Digital; | ||
• | statements concerning our current and future plans regarding our investment in the Spanish television channel Gestora de Inversiones Audiovisuales La Sexta, S.A., or La Sexta; | ||
• | statements concerning our current and future plans regarding our gaming business; | ||
• | statements concerning our current and future plans regarding the introduction of fixed telephony service by Empresas Cablevisión, S.A.B. de C.V., or Cablevisión; | ||
• | statements concerning our transactions with and/or litigation involving Univision Communications, Inc., or Univision; | ||
• | statements concerning our series of transactions with the DIRECTV Group, Inc., or DIRECTV, and News Corporation, or News Corp.; | ||
• | statements concerning our transactions with NBC Universal’s Telemundo Communications Group, or Telemundo; | ||
• | statements concerning our plans to build and launch a new transponder satellite; | ||
• | statements about our acquisition of Editorial Atlántida, S.A., or Editorial Atlántida; | ||
• | statements about our recent acquisition of shares of companies owning the majority of the assets of Bestel, S.A. de C.V., or Bestel; | ||
• | statements about our future economic performance or statements concerning general economic, political or social conditions in the United Mexican States, or Mexico, or other countries in which we operate or have investments; and | ||
• | statements or assumptions underlying these statements. |
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New Notes | Up to U.S.$500,000,000 aggregate principal amount of 6.0% Senior Exchange Notes due 2018, or Exchange Notes, or new notes. The terms of the new notes and the old notes are identical in all respects, except that, because the offer of the new notes will have been registered under the Securities Act of 1933, or the Securities Act, the new notes will not be subject to transfer restrictions, registration rights or the related provisions for increased interest if we default under the related registration rights agreement. | |
The Exchange Offer | We are offering to exchange up to U.S.$500,000,000 aggregate principal amount of new notes for a like aggregate principal amount of old notes. Old notes may be tendered only in a minimum principal amount of U.S.$100,000 and in integral multiples of U.S.$1,000. | |
In connection with the private placement of the old notes on May 12, 2008, we entered into a registration rights agreement, which grants holders of the old notes certain exchange and registration rights. This exchange offer is intended to satisfy our obligations under this registration rights agreement. | ||
If the exchange offer is not completed within the time period specified in the registration rights agreement, we will be required to pay additional interest on the old notes covered by the registration rights agreement for which the specified time period was exceeded. | ||
Resale of New Notes | Based on existing interpretations by the staff of the SEC set forth in interpretive letters issued to parties unrelated to us, we believe that the new notes may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act, provided that: | |
• you are acquiring the new notes in the exchange offer in the ordinary course of your business; | ||
• you are not participating, do not intend to participate, and have no arrangements or understandings with any person to participate in the exchange offer for the purpose of distributing the new notes; and | ||
• you are not our “affiliate”, within the meaning of Rule 405 under the Securities Act. | ||
If any of the statements above are not true and you transfer any new notes without delivering a prospectus that meets the requirements of the Securities Act or without an exemption from registration of your new notes from those requirements, you may incur liability under the Securities Act. We will not assume or indemnify you against that liability. | ||
Each broker-dealer that receives new notes for its own account in exchange for old notes that were acquired by such broker-dealer as a result of market-making or other trading activities may be a statutory underwriter and must acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection with any resale or transfer of the new notes. A broker-dealer may use this prospectus for an offer to resell, resale or other transfer of the new notes. See “Plan of Distribution”. |
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The exchange offer is not being made to, nor will we accept surrenders of old notes for exchange from, holders of old notes in any jurisdiction in which the exchange offer or the acceptance thereof would not be in compliance with the securities or blue sky laws of the jurisdiction. | ||
Consequences of Failure to Exchange | ||
Old Notes for New Notes | If you do not exchange your old notes for new notes, you will not be able to offer, sell or otherwise transfer your old notes except: | |
• in compliance with the registration requirements of the Securities Act and any other applicable securities laws; | ||
• pursuant to an exemption from the securities laws; or | ||
• in a transaction not subject to the securities laws. | ||
Old notes that remain outstanding after completion of the exchange offer will continue to bear a legend reflecting these restrictions on transfer. In addition, upon completion of the exchange offer, you will not be entitled to any rights to have the resale of old notes registered under the Securities Act, and we currently do not intend to register under the Securities Act the resale of any old notes that remain outstanding after the completion of the exchange offer. | ||
Expiration Date | The exchange offer will expire at 5:00 p.m., New York City time, on , 2008, unless we extend it. We do not currently intend to extend the exchange offer. | |
Interest on the New Notes | Interest on the new notes will accrue at the rate of 6.0% from the date of the last periodic payment of interest on the old notes or, if no interest has been paid, from May 12, 2008. No additional interest will be paid on old notes tendered and accepted for exchange. | |
Conditions to the Exchange Offer | The exchange offer is subject to customary conditions, including that: | |
• the exchange offer does not violate applicable law or any applicable interpretation of the Securities and Exchange Commission, or the SEC, staff; | ||
• the old notes are validly tendered in accordance with the exchange offer; | ||
• no action or proceeding would impair our ability to proceed with the exchange offer; and | ||
• any governmental approval that we believe, in our sole discretion, is necessary for the consummation of the exchange offer, as outlined in this prospectus, has been obtained. | ||
The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. See “The Exchange Offer — Conditions”. | ||
Procedures for Tendering Old Notes | If you wish to accept the exchange offer, you must follow the procedures for book-entry transfer described in this prospectus, whereby you will agree to be bound by the letter of transmittal and we may enforce the letter of transmittal against you. Questions regarding the tender of old notes or the exchange offer generally should be directed to the exchange agent at one of its addresses specified in “The Exchange Offer — Exchange Agent”. See “The Exchange Offer — Procedures for Tendering” and “The Exchange Offer — Guaranteed Delivery Procedures”. | |
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Guaranteed Delivery Procedures | If you wish to tender your old notes and the procedure for book entry transfer cannot be completed on a timely basis, you may tender your old notes according to the guaranteed delivery procedures described under the heading “The Exchange Offer — Guaranteed Delivery Procedures”. | |
Acceptance of Old Notes and Delivery | ||
of New Notes | We will accept for exchange any and all old notes that are properly tendered in the exchange offer before 5:00 p.m., New York City time, on the expiration date, as long as all of the terms and conditions of the exchange offer are met. We will deliver the new notes promptly following the expiration date. | |
Withdrawal Rights | You may withdraw the tender of your old notes at any time before 5:00 p.m., New York City time, on the expiration date of the exchange offer. To withdraw, you must send a written notice of withdrawal to the exchange agent at one of its addresses specified in “The Exchange Offer — Exchange Agent” before 5:00 p.m., New York City time, on the expiration date. See “The Exchange Offer — Withdrawal of Tenders”. | |
Taxation | We believe that the exchange of old notes for new notes should not be a taxable transaction for U.S. federal income tax purposes. For a discussion of certain other U.S. and Mexican federal tax considerations relating to the exchange of the old notes for the new notes and the purchase, ownership and disposition of new notes, see “Taxation”. | |
Exchange Agent | The Bank of New York Mellon is the exchange agent. The address, telephone number and facsimile number of the exchange agent are set forth in “The Exchange Offer — Exchange Agent” and in the back cover of this prospectus. | |
Use of Proceeds | We will not receive any proceeds from the issuance of the new notes. We are making the exchange offer solely to satisfy our obligations under the registration rights agreement. See “Use of Proceeds” for a description of our use of the net proceeds received in connection with the issuance of the old notes. |
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Issuer | Grupo Televisa, S.A.B. | |
Notes Offered | Up to U.S.$500.0 million aggregate principal amount of 6.0% Senior Exchange Notes due 2018 which have been registered under the Securities Act. | |
Maturity | May 15, 2018 | |
Interest Payment Dates | Interest on the Exchange Notes is payable semi-annually on May 15 and November 15 of each year, beginning on November 15, 2008. | |
Ranking | The Exchange Notes are our unsecured general obligations and rank equally with all of our existing and future unsecured and unsubordinated indebtedness. The Exchange Notes effectively rank junior to all of our secured indebtedness with respect to the value of our assets securing that indebtedness and to all of the existing and future liabilities, including trade payables, of our subsidiaries. | |
As of March 31, 2008: | ||
(i) Televisa had approximately Ps.21,579.2 million (equivalent to approximately U.S.$2,026.9 million) of aggregate liabilities (not including the notes and excluding liabilities to subsidiaries), U.S.$975.5 million of which was Dollar-denominated. These liabilities include approximately Ps.18,250.3 million (equivalent to approximately U.S.$1,714.2 million) of indebtedness, U.S.$972.0 million of which was Dollar-denominated, all of which would have effectively ranked equal to the notes; and | ||
(ii) Televisa’s subsidiaries had approximately Ps.34,324.1 million (equivalent to approximately U.S.$3,224.0 million) of liabilities (excluding liabilities to us and excluding guarantees by subsidiaries of indebtedness of Televisa), U.S.$775.1 million of which was Dollar-denominated. These liabilities include approximately Ps.6,100.7 million (equivalent to approximately U.S.$573.0 million) of indebtedness, U.S.$239.3 million of which was Dollar-denominated, all of which (equivalent to approximately Ps.2,547.7 million) would have effectively ranked senior to the notes. | ||
Since the Peso-denominated information in this paragraph does not recognize the effects of inflation on certain non-monetary liabilities included in aggregate liabilities, due to a change in Mexican FRS beginning January 1, 2008, such information is not directly comparable to the financial information presented elsewhere in this prospectus, which, unless otherwise stated, is presented in Pesos in purchasing power as of December 31, 2007. U.S. Dollar equivalents are stated at the interbank free market exchange rate, or the Interbank Rate, as reported byBanco Nacional de México, S.A., or Banamex, as of March 31, 2008, which was Ps.10.6465 per one U.S. Dollar. | ||
Certain Covenants | The indenture governing the Exchange Notes contains certain covenants relating to Televisa and its restricted subsidiaries, including covenants with respect to: | |
• limitations on liens; | ||
• limitations on sales and leasebacks; and |
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• limitations on certain mergers, consolidations and similar transactions. | ||
These covenants are subject to a number of important qualifications and exceptions. See “Description of the New Notes — Certain Covenants”. | ||
Change of Control Offer | If we experience specific changes of control, we must offer to repurchase the Exchange Notes at 101% of their principal amount, plus accrued and unpaid interest. See “Description of the New Notes — Certain Covenants — Repurchase of Notes upon a Change of Control”. | |
Additional Amounts | All payments by us in respect of the Exchange Notes, whether of principal or interest, will be made without withholding or deduction for Mexican taxes, unless any withholding or deduction is required by law. If you are not a resident of Mexico for tax purposes, payment of interest on the Exchange Notes to you will generally be subject to Mexican withholding tax at a rate which is currently 4.9% (subject to certain exceptions). See “Taxation — United States/Mexico Tax Treaty — Federal Mexican Taxation” in this prospectus. In the event any withholding or deduction for Mexican taxes is required by law, subject to specified exceptions and limitations, we will pay the additional amounts required so that the net amount received by the holders of the Exchange Notes after the withholding or deduction will not be less than the amount that would have been received by the holders in the absence of such withholding or deduction. See “Description of the New Notes — Certain Covenants — Additional Amounts”. | |
Redemption for Changes in Mexican | ||
Withholding Taxes | In the event that, as a result of certain changes in law affecting Mexican withholding taxes, we become obligated to pay additional amounts in respect of the Exchange Notes in excess of those attributable to a Mexican withholding tax rate of 10%, the Exchange Notes will be redeemable, as a whole but not in part, at our option at any time at 100% of their principal amount plus accrued and unpaid interest, if any. See “Description of the New Notes — Certain Covenants — Additional Amounts” and “Description of the New Notes — Optional Redemption — Withholding Tax Redemption”. | |
Optional Redemption | We may redeem any of the Exchange Notes at any time in whole or in part by paying the greater of the principal amount of the Exchange Notes or a “make-whole” amount, plus in each case accrued interest, as described under “Description of the New Notes — Optional Redemption — Optional Redemption With Make-Whole Amount”. | |
Form and Denomination | The Exchange Notes will be issued in fully registered book-entry form, with a minimum denomination of U.S.$100,000 and integral multiples of U.S.$1,000 in excess thereof. | |
Trustee and Principal Paying Agent | The Bank of New York Mellon | |
Governing Law | The Exchange Notes and the indenture are, and following the completion of the exchange offer will continue to be, governed by New York law. | |
Risk Factors | See “Risk Factors” and the other information in this prospectus for a discussion of factors you should carefully consider before deciding to participate in the exchange offer. | |
Luxembourg Listing | We will apply to list the Exchange Notes on the Luxembourg Stock Exchange. |
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Year Ended December 31, | ||||||||||||||||||||||||
2003 | 2004 | 2005 | 2006 | 2007 | 2007 | |||||||||||||||||||
(Millions of Pesos in purchasing power as of December 31, 2007 | ||||||||||||||||||||||||
or millions of U.S. Dollars)(1) | ||||||||||||||||||||||||
(Mexican GAAP/FRS) | ||||||||||||||||||||||||
Income Statement Data: | ||||||||||||||||||||||||
Net sales | Ps. | 27,652 | Ps. | 32,704 | Ps. | 35,068 | Ps. | 39,358 | Ps. | 41,562 | U.S.$ | 3,805 | ||||||||||||
Operating income | 7,095 | 9,547 | 11,663 | 14,266 | 14,481 | 1,326 | ||||||||||||||||||
Integral cost of financing, net(2) | 721 | 1,691 | 1,924 | 1,141 | 410 | 38 | ||||||||||||||||||
Income from continuing operations | 4,153 | 6,214 | 8,330 | 9,519 | 9,018 | 826 | ||||||||||||||||||
Loss from discontinued operations | (76 | ) | — | — | — | — | — | |||||||||||||||||
Cumulative effect of accounting change, net | — | (1,139 | ) | (546 | ) | — | — | — | ||||||||||||||||
Net income | 4,220 | 4,815 | 6,613 | 8,909 | 8,082 | 740 | ||||||||||||||||||
Income from continuing operations per CPO(3) | 1.49 | 2.04 | 2.46 | 3.07 | 2.84 | — | ||||||||||||||||||
Net income per CPO(3) | 1.46 | 1.66 | 2.27 | 3.07 | 2.84 | — | ||||||||||||||||||
Weighted-average number of shares outstanding (in millions)(3)(4) | 352,421 | 345,206 | 341,158 | 339,776 | 333,653 | — | ||||||||||||||||||
Cash dividend per CPO(3) | 0.23 | 1.41 | 1.49 | 0.37 | 1.50 | — | ||||||||||||||||||
Shares outstanding (in millions, at year end)(4) | 218,840 | 341,638 | 339,941 | 337,782 | 329,960 | — | ||||||||||||||||||
(U.S. GAAP)(5) | ||||||||||||||||||||||||
Income Statement Data: | ||||||||||||||||||||||||
Net sales | Ps. | 27,652 | Ps. | 32,704 | Ps. | 35,068 | Ps. | 39,358 | Ps. | 41,562 | U.S.$ | 3,805 | ||||||||||||
Operating income | 7,089 | 8,746 | 10,806 | 14,068 | 14,322 | 1,311 | ||||||||||||||||||
Income from continuing operations | 3,498 | 4,696 | 7,368 | 8,308 | 8,233 | 754 | ||||||||||||||||||
Net income | 3,498 | 4,696 | 7,368 | 8,308 | 8,233 | 754 | ||||||||||||||||||
Income from continuing operations per CPO(3) | 1.21 | 1.61 | 2.44 | 2.76 | 2.86 | — | ||||||||||||||||||
Net income per CPO(3) | 1.21 | 1.61 | 2.44 | 2.76 | 2.86 | — | ||||||||||||||||||
Weighted-average number of Shares outstanding (in millions)(3)(4) | 352,421 | 345,206 | 341,158 | 339,776 | 333,653 | — | ||||||||||||||||||
Shares outstanding (in millions, at year end)(4) | 218,840 | 341,638 | 339,941 | 337,782 | 329,960 | — | ||||||||||||||||||
(Mexican GAAP/FRS) | ||||||||||||||||||||||||
Balance Sheet Data (end of year): | ||||||||||||||||||||||||
Cash and temporary investments | Ps. | 14,391 | Ps. | 18,566 | Ps. | 15,955 | Ps. | 16,405 | Ps. | 27,305 | U.S.$ | 2,500 | ||||||||||||
Total assets | 75,997 | 82,469 | 81,162 | 86,186 | 98,703 | 9,037 | ||||||||||||||||||
Current portion of long-term debt and other notes payable(6) | 335 | 3,678 | 367 | 1,023 | 489 | 45 | ||||||||||||||||||
Long-term debt, net of current portion(7) | 17,255 | 21,134 | 19,581 | 18,464 | 24,433 | 2,237 | ||||||||||||||||||
Customer deposits and advances | 16,434 | 17,073 | 19,484 | 17,807 | 19,810 | 1,814 | ||||||||||||||||||
Capital stock issued | 9,632 | 10,677 | 10,677 | 10,507 | 10,268 | 940 | ||||||||||||||||||
Total stockholders’ equity (including minority interest) | 32,302 | 30,796 | 32,242 | 38,015 | 40,650 | 3,722 | ||||||||||||||||||
(U.S. GAAP)(5) | ||||||||||||||||||||||||
Balance Sheet Data (end of year): | ||||||||||||||||||||||||
Cash and cash equivalents | Ps. | 11,667 | Ps. | 17,746 | Ps. | 15,833 | Ps. | 15,461 | Ps. | 25,480 | U.S.$ | 2,333 | ||||||||||||
Total assets | 79,407 | 91,877 | 88,724 | 91,806 | 103,809 | 9,504 | ||||||||||||||||||
Current portion of long-term debt and other notes payable(6) | 335 | 3,678 | 367 | 1,023 | 489 | 45 | ||||||||||||||||||
Long-term debt, net of current portion(7) | 17,255 | 21,134 | 19,582 | 18,464 | 24,433 | 2,237 | ||||||||||||||||||
Total stockholders’ equity (excluding minority interest) | 28,379 | 29,170 | 30,589 | 35,799 | 36,580 | 3,349 | ||||||||||||||||||
(Mexican GAAP/FRS) | ||||||||||||||||||||||||
Other Financial Information: | ||||||||||||||||||||||||
Capital expenditures(8) | Ps. | 1,249 | Ps. | 2,173 | Ps. | 2,849 | Ps. | 3,346 | Ps. | 3,878 | U.S.$ | 355 | ||||||||||||
Ratio of earnings to fixed charges | 3.6 | 3.5 | 3.6 | 5.9 | 5.7 | — | ||||||||||||||||||
(U.S. GAAP)(5) | ||||||||||||||||||||||||
Other Financial Information: | ||||||||||||||||||||||||
Cash provided by operating activities | 7,380 | 7,641 | 10,478 | 13,074 | 11,966 | 1,096 | ||||||||||||||||||
Cash used for financing activities | (3,110 | ) | (703 | ) | (9,412 | ) | (4,621 | ) | (1,254 | ) | (115 | ) | ||||||||||||
Cash used for investing activities | (2,550 | ) | (673 | ) | (2,392 | ) | (8,216 | ) | (294 | ) | (27 | ) | ||||||||||||
Ratio of earnings to fixed charges | 4.5 | 3.3 | 3.7 | 5.6 | 5.7 | — |
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Year Ended December 31, | ||||||||||||||||||||||||
2003 | 2004 | 2005 | 2006 | 2007 | 2007 | |||||||||||||||||||
(Millions of Pesos in purchasing power as of December 31, 2007 | ||||||||||||||||||||||||
or millions of U.S. Dollars)(1) | ||||||||||||||||||||||||
Other Data (unaudited): | ||||||||||||||||||||||||
Average prime time audience share (TV broadcasting)(9) | 70.1 | % | 68.9 | % | 68.5 | % | 69.5 | % | 69.0 | % | — | |||||||||||||
Average prime time rating (TV broadcasting)(9) | 38.1 | 36.7 | 36.5 | 35.5 | 33.4 | — | ||||||||||||||||||
Magazine circulation (millions of copies)(10) | 128 | 127 | 145 | 155 | 165 | — | ||||||||||||||||||
Number of employees (at year end) | 12,300 | 14,100 | 15,100 | 16,200 | 17,800 | — | ||||||||||||||||||
Number of Innova subscribers (in thousands at year end)(11) | 857 | 1,003 | 1,251 | 1,430 | 1,585 | — | ||||||||||||||||||
Number of Cablevisión RGUs (in thousands at year end)(12) | 373 | 381 | 475 | 583 | 695 | — | ||||||||||||||||||
Number of Esmas.com registered users (in thousands at year end)(13) | 3,085 | 3,665 | 4,212 | 4,447 | 4,500 | — |
(1) | Except per Certificado de Participación Ordinario, or CPO, ratio, average audience share, average rating, magazine circulation, employee, subscriber, Revenue Generating Units, or RGUs, and registered user data. Information in these footnotes is in thousands of Pesos in purchasing power as of December 31, 2007, unless otherwise indicated. | |
(2) | Includes interest expense, interest income, foreign exchange gain or loss, net, and gain or loss from monetary position. See Note 18 to our year-end financial statements. | |
(3) | For further analysis of income (loss) from continuing operations per CPO and net income per CPO (as well as corresponding amounts per A Share not traded as CPOs), see Note 20 (for the calculation under Mexican FRS) and Note 23 (for the calculation under U.S. GAAP) to our year-end financial statements. | |
(4) | As of December 31, 2004, 2005, 2006 and 2007, we had four classes of common stock: A Shares, B Shares, D Shares and L Shares. For purposes of this table, the weighted-average number of shares for the year ended December 31, 2003, and the number of shares outstanding as of December 31, 2003, have been adjusted to conform to the 2004, 2005, 2006 and 2007 presentation. Our shares are publicly traded in Mexico, primarily in the form of CPOs, each CPO representing 117 shares comprised of 25 A Shares, 22 B Shares, 35 D Shares and 35 L Shares; and in the United States in the form of Global Depositary Shares, or GDSs, each GDS representing 5 CPOs. Before March 22, 2006, each GDS represented 20 CPOs. | |
The number of CPOs and shares issued and outstanding for financial reporting purposes under Mexican GAAP/FRS and U.S. GAAP is different than the number of CPOs issued and outstanding for legal purposes, because under Mexican GAAP/FRS and U.S. GAAP shares owned by subsidiaries and/or the trusts created to implement our Stock Purchase Plan and our Long-Term Retention Plan are not considered outstanding for financial reporting purposes. | ||
As of December 31, 2007, for legal purposes, there were approximately 2,461.2 million CPOs issued and outstanding, each of which was represented by 25 A Shares, 22 B Shares, 35 D Shares and 35 L Shares, and an additional number of approximately 58,926.6 million A Shares and 2,357.2 million B Shares (not in the form of CPO units). See Note 12 to our year-end financial statements. | ||
(5) | See Note 23 to our year-end financial statements. | |
(6) | See Note 8 to our year-end financial statements. | |
(7) | “Item 5 — Operating and Financial Review and Prospects — Results of Operations — Liquidity, Foreign Exchange and Capital Resources — Indebtedness” included in the 2007 Form 20-F and Note 8 to our year-end financial statements. | |
(8) | Capital expenditures are those investments made by us in property, plant and equipment, which amounts are first translated from Mexican Pesos into U.S. Dollars, and the resulting aggregate U.S. Dollar amount is then translated to Mexican Pesos at year-end exchange rate for convenience purposes only; the aggregate amount of capital expenditures in Mexican Pesos does not indicate the actual amounts accounted for in our consolidated financial statements. | |
(9) | “Average prime time audience share” for a period refers to the average daily prime time audience share for all of our networks and stations during that period, and “average prime time rating” for a period refers to the average daily rating for all of our networks and stations during that period, each rating point representing one percent of all television households. As used in this prospectus, “prime time” in Mexico is 4:00 p.m. to 11:00 p.m., seven days a week, and “weekday prime time” is 7:00 p.m. to 11:00 p.m., Monday through Friday. Data for all periods reflects the average prime time audience share and ratings nationwide |
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as published by IBOPE Mexico. For further information regarding audience share and ratings information and IBOPE Mexico, see “Item 4 — Information on the Company — Business Overview — Television — Television Broadcasting” included in the 2007 Form 20-F. | ||
(10) | The figures set forth in this line item represent total circulation of magazines that we publish independently and through joint ventures and other arrangements and do not represent magazines distributed on behalf of third parties. | |
(11) | Innova, our DTH satellite service in Mexico, referred to alternatively as Sky for segment reporting purposes, commenced operations on December 15, 1996. The figures set forth in this line item represent the total number of gross active residential and commercial subscribers for Innova at the end of each year presented. For a description of Innova’s business and results of operations and financial condition, see “Item 4 — Information on the Company — Business Overview — DTH Joint Ventures — Mexico and Central America” included in the 2007 Form 20-F. Under Mexican FRS, effective January 1, 2001 and through March 31, 2004, we did not recognize equity in results in respect of our investment in Innova in our income statement, as we recognized equity in losses of Innova up to the amount of our initial investment and subsequent capital contributions in Innova. See “Item 5 — Operating and Financial Review and Prospects — Results of Operations — Equity in Results of Affiliates, Net” included in the 2007 Form 20-F. Since April 1, 2004, Innova has been consolidated in our financial results. | |
(12) | RGU is defined as an individual service subscriber who generates recurring revenue under each service provided by Cablevisión (pay-TV, broadband internet and digital telephony). For example, a single subscriber paying for cable television, broadband internet and digital telephony services represents three RGUs. We believe it is appropriate to use the number of RGUs as a performance measure for Cablevisión given that this business provides other services in addition to pay-TV. See “Item 5 — Operating and Financial Review and Prospects — Results of Operations — Cable and Telecom” and “Item 4 — Information on the Company — Business Overview — Cable and Telecom” included in the 2007 Form 20-F. | |
(13) | The results of operations of Esmas.com are included in the results of operations of our Other Businesses segment. See “Item 5 — Operating and Financial Review and Prospects — Results of Operations — Other Businesses” included in the 2007 Form 20-F. For a description of Esmas.com, see “Item 4 — Information on the Company — Business Overview — Other Businesses — Televisa Digital” included in the 2007 Form 20-F. The figures set forth in this line item represent the number of registered users in each year presented. The term “registered user” means a visitor that has completed a profile questionnaire that enables the visitor to use the e-mail service provided by Esmas.com. |
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• | use our best efforts to prepare and, as soon as practicable within 120 days following the original issue date of the old notes, file with the SEC an exchange offer registration statement with respect to a proposed exchange offer and the issuance and delivery to the holders, in exchange for the old notes, of the new notes, which will have terms identical in all material respects to the old notes, except that the new notes will not contain terms with respect to transfer restrictions and will not provide for any increase in the interest rate under the circumstances described below; | ||
• | use our reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act within 180 days of the most recent issue date; | ||
• | use our best efforts to keep the exchange offer registration statement effective until the closing of the exchange offer; and | ||
• | use our best efforts to cause the exchange offer to be consummated not later than 210 days following the most recent issue date. |
• | the filing of the exchange offer registration statement after the 120th calendar day following the most recent issue date; | ||
• | the effectiveness of the exchange offer registration statement after the 180th calendar day following the most recent issue date; | ||
• | the consummation of the exchange offer; | ||
• | the effectiveness of the shelf registration statement after the 210th calendar day following the most recent issue date; or | ||
• | the date of the first anniversary of the last date of original issue of the notes, |
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• | we are not permitted to file the exchange offer registration statement or to consummate the exchange offer because the exchange offer is not permitted by applicable law or SEC policy; | ||
• | for any reason, the exchange offer registration statement is not declared effective within 180 days following the date of most recent issuance of these notes or the exchange offer is not consummated within 210 days following the most recent issue date; | ||
• | upon the request of the initial purchasers in certain circumstances; or | ||
• | a holder is not permitted to participate in the exchange offer or does not receive freely tradable new notes pursuant to the exchange offer. |
• | will not be able to rely on the interpretations by the staff of the SEC; | ||
• | will not be able to tender its notes in the exchange offer; and | ||
• | must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the exchange notes, unless such sale or transfer is made pursuant to an exemption from such requirements. |
• | it is not an affiliate of Televisa; | ||
• | it is not a broker-dealer tendering notes acquired directly from Televisa for its own account; | ||
• | any exchange notes to be received by it will be acquired in the ordinary course of its business; and |
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• | it has no arrangement with any person to participate in the distribution, within the meaning of the Securities Act, of the exchange notes. |
• | the new notes will have been registered under the Securities Act; | ||
• | the new notes will not be subject to transfer restrictions; and | ||
• | the new notes will be issued free of any covenants regarding registration rights and free of any provision for additional interest. |
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• | to delay accepting for exchange any old notes; | ||
• | to extend the exchange offer or to terminate the exchange offer and to refuse to accept old notes not previously accepted if any of the conditions set forth below under “— Conditions” have not been satisfied by the expiration date; or | ||
• | subject to the terms of the registration rights agreement, to amend the terms of the exchange offer in any manner. |
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• | the exchange agent must receive, before the expiration date, a timely confirmation of a book-entry transfer of the tendered old notes into the exchange agent’s account at The Depository Trust Company, or DTC, or the depositary, along with the letter of transmittal or an agent’s message, according to the procedure for book-entry transfer described below; or | ||
• | the holder must comply with the guaranteed delivery procedures described below. |
• | by a registered holder of the outstanding notes; or | ||
• | for the account of an eligible institution. |
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• | it is acquiring the new notes in the exchange offer in the ordinary course of its business; | ||
• | it is not engaging in and does not intend to engage in a distribution of the new notes; | ||
• | it is not participating, does not intend to participate, and has no arrangements or understandings with any person to participate in the exchange offer for the purpose of distributing the new notes; and | ||
• | it is not our “affiliate”, within the meaning of Rule 405 under the Securities Act, or, if it is our affiliate, it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable. |
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• | the tender is made through an eligible institution; | ||
• | before the expiration date, the exchange agent receives from the eligible institution a properly completed and duly executed notice of guaranteed delivery, by facsimile transmission, mail or hand delivery, listing the principal amount of old notes tendered, stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the expiration date, a book-entry confirmation, together with a properly completed and duly executed letter of transmittal or agent’s message with any required signature guarantees and together with a confirmation of book-entry, and any other documents required by the letter of transmittal and the instructions thereto, will be deposited by such eligible institution with the exchange agent; and | ||
• | the properly completed and executed letter of transmittal and a confirmation of book-entry transfer of all tendered old notes into the exchange agent’s account at DTC and all other documents required by the letter of transmittal are received by the exchange agent within three New York Stock Exchange, Inc. trading days after the expiration date. |
• | specify the name of the person who tendered the old notes to be withdrawn; | ||
• | identify the old notes to be withdrawn, including the principal amount of such old notes; | ||
• | be signed by the holder in the same manner as the original signature on the letter of transmittal by which the old notes were tendered and include any required signature guarantees; and | ||
• | specify the name and number of the account at DTC to be credited with the withdrawn old notes and otherwise comply with the procedures of DTC. |
• | the exchange offer, or the making of any exchange by a holder of old notes, would violate applicable law or any applicable interpretation of the SEC staff; or | ||
• | the old notes are not tendered in accordance with the exchange offer; |
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• | you do not represent that you are acquiring the new notes in the ordinary course, that you are not engaging in and do not intend to engage in a distribution of the new notes, of your business and that you have no arrangement or understanding with any person to participate in a distribution of the new notes and you do not make any other representations as may be reasonably necessary under applicable SEC rules, regulations or interpretations to render available the use of an appropriate form for registration of the new notes under the Securities Act; | ||
• | any action or proceeding is instituted or threatened in any court or by or before any governmental agency with respect to the exchange offer which, in our judgment, would reasonably be expected to impair our ability to proceed with the exchange offer; or | ||
• | any governmental approval has not been obtained, which we believe, in our sole discretion, is necessary for the consummation of the exchange offer as outlined in this prospectus. |
• | refuse to accept and return to the tendering holder any old notes or credit any tendered old notes to the account maintained with DTC by the participant in DTC which delivered the old notes; or | ||
• | extend the exchange offer and retain all old notes tendered before the expiration date, subject to the rights of holders to withdraw the tenders of old notes (see “— Withdrawal of Tenders” above); or | ||
• | waive the unsatisfied conditions with respect to the exchange offer prior to the expiration date and accept all properly tendered old notes that have not been withdrawn or otherwise amend the terms of the exchange offer in any respect as provided under “— Expiration Date; Extensions; Amendments”. If a waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that will be distributed to the registered holders, and we will extend the exchange offer for a period of five to ten business days, depending upon the significance of the waiver and the manner of disclosure to the registered holders, if the exchange offer would otherwise expire during such five to ten business day period. |
By Hand Delivery: | By Registered Mail or Overnight Carrier: | |
The Bank of New York Mellon Corporate Trust Operations Reorganization Unit 101 Barclay Street, 7 East New York, New York 10286 | The Bank of New York Mellon Corporate Trust Operations Reorganization Unit 101 Barclay Street, 7 East New York, New York 10286 |
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(212) 298-1915
Confirm by Telephone:
(212) 815-5076
For information with respect to the exchange offer, call:
Corporate Trust Operations — Reorganization Unit
at (212) 815-5076
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As of March 31, 2008(1)(2) | ||||||||||||||||
Actual | As Adjusted | Actual | As Adjusted | |||||||||||||
(Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||
(Millions of Pesos) | (Millions of U.S. Dollars) | |||||||||||||||
Current debt and satellite transponder lease obligation: | ||||||||||||||||
Notes payable(3) | Ps. | 9 | Ps. | 9 | U.S. $ | — | U.S. $ | — | ||||||||
Banamex loan due 2008 | 240 | 240 | 23 | 23 | ||||||||||||
Total current debt | 249 | 249 | 23 | 23 | ||||||||||||
Current portion of satellite transponder lease obligation | 98 | 98 | 9 | 9 | ||||||||||||
Long-term debt and satellite transponder lease obligation: | ||||||||||||||||
Notes payable(3) | 76 | 76 | 8 | 8 | ||||||||||||
8% Senior Notes due 2011 | 766 | 766 | 72 | 72 | ||||||||||||
8.5% Senior Notes due 2032 | 3,194 | 3,194 | 300 | 300 | ||||||||||||
6.625% Senior Notes due 2025 | 6,388 | 6,388 | 600 | 600 | ||||||||||||
8.49% Senior Notes due 2037 | 4,500 | 4,500 | 423 | 423 | ||||||||||||
6.0% Senior Exchange Notes due 2018 offered hereby | — | 5,323 | — | 500 | ||||||||||||
Innova’s 9.375% Senior Notes due 2013 | 120 | 120 | 11 | 11 | ||||||||||||
Banamex loan due 2009 | 1,162 | 1,162 | 109 | 109 | ||||||||||||
Banamex loan due 2010 and 2012 | 2,000 | 2,000 | 188 | 188 | ||||||||||||
JPMorgan Chase Bank, N.A. loan due 2012 | 2,396 | 2,396 | 225 | 225 | ||||||||||||
Santander Serfin loan due 2016(4) | 1,400 | 1,400 | 131 | 131 | ||||||||||||
Banamex loan due 2016(4) | 2,100 | 2,100 | 197 | 197 | ||||||||||||
Total long-term debt | 24,102 | 29,425 | 2,264 | 2,764 | ||||||||||||
Satellite transponder lease obligation, net of current portion | 983 | 983 | 92 | 92 | ||||||||||||
Total Stockholders’ Equity(5) | 41,360 | 41,360 | 3,885 | 3,885 | ||||||||||||
Total capitalization | Ps. | 66,792 | Ps. | 72,115 | U.S. $ | 6,273 | U.S. $ | 6,773 | ||||||||
(1) | Columns may not add due to rounding. | |
(2) | Solely for purposes of preparing calculations for this table, our U.S. Dollar-denominated indebtedness has been translated into Pesos at an exchange rate of Ps.10.6465 to U.S.$1.00, the Interbank Rate, as reported by Banamex, as of March 31, 2008. | |
(3) | Represents secured debt. | |
(4) | Represents debt incurred by Sky and guaranteed by us. | |
(5) | Does not reflect dividends approved on April 30, 2008. |
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• | in the payment of principal (or premium, if any), or any interest on or any Additional Amounts with respect to senior debt securities of the series; or | ||
• | in respect of a covenant or provision of the indenture that cannot be modified or amended without the consent of the holder of each senior debt security of any series. |
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• | to defease and be discharged from any and all obligations with respect to the senior debt securities (except for, among other things, the obligation to pay additional amounts, if any, upon the occurrence of certain events of taxation, assessment or governmental charge with respect to payments on the senior debt securities and other obligations to register the transfer or exchange of the senior debt securities, to replace temporary or mutilated, destroyed, lost or stolen senior debt securities, to maintain an office or agency with respect to the senior debt securities and to hold moneys for payment in trust) (“defeasance”); or | ||
• | to be released from its obligations with respect to the senior debt securities under the covenants described under “— Certain Covenants” and “— Merger and Consolidation” above or, if provided pursuant to the “Amount Unlimited; Issuable in Series” section of the indenture, its obligations with respect to any other covenant, and any omission to comply with the obligations shall not constitute a default or an event of default with respect to the senior debt securities (“covenant defeasance”). |
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• | the applicable defeasance or covenant defeasance does not result in a breach or violation of, or constitute a default under, the indenture or any other material agreement or instrument to which Televisa is a party or by which it is bound, and | ||
• | Televisa has delivered to the trustee an opinion of counsel (as specified in the indenture) to the effect that the holders of the senior debt securities will not recognize income, gain or loss for U.S. federal income tax purposes as a result of the defeasance or covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if the defeasance or covenant defeasance had not occurred, and the opinion of counsel, in the case of defeasance, must refer to and be based upon a letter ruling of the Internal Revenue Service received by Televisa, a revenue ruling published by the Internal Revenue Service or a change in applicable U.S. federal income tax law occurring after the date of the indenture. |
• | direct obligations of the United States of America or the government or the governments in the confederation which issued the Foreign Currency in which the senior debt securities of a particular series are payable, for the payment of which the full faith and credit of the United States or such other government or governments is pledged; or | ||
• | obligations of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America or such other government or governments, the timely payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America or such other government or governments; |
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• | are U.S. holders (as defined below); and | ||
• | hold the old notes and/or will hold the new notes as capital assets. |
• | a citizen or individual resident of the United States; | ||
• | a corporation (or entity treated as a corporation for such purposes) created or organized in or under the laws of the United States, or any State thereof or the District of Columbia; | ||
• | an estate the income of which is includible in its gross income for U.S. federal income tax purposes without regard to its source; or | ||
• | a trust, if either (x) it is subject to the primary supervision of a court within the United States and one or more “United States persons” has the authority to control all substantial decisions of the trust or (y) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a “United States person”. |
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• | entities that are tax-exempt for U.S. federal income tax purposes and retirement plans, individual retirement accounts and tax-deferred accounts; | ||
• | pass-through entities (including partnerships and entities and arrangements classified as partnerships for U.S. federal income tax purposes) and beneficial owners of pass-through entities; | ||
• | certain U.S. expatriates; | ||
• | persons that are subject to the alternative minimum tax; | ||
• | financial institutions, insurance companies, and dealers or traders in securities or currencies; | ||
• | persons having a “functional currency” other than the U.S. Dollar; and | ||
• | persons that hold the old notes or will hold the new notes as part of a constructive sale, wash sale, conversion transaction or other integrated transaction or a straddle, hedge or synthetic security. |
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• | interest and Additional Amounts received in respect of the new notes, unless those payments are effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States; or | ||
• | gain realized on the sale, exchange, redemption or retirement of the new notes, unless that gain is effectively connected with the conduct by the non-U.S. holder of a trade or business in the United States or, in the case of gain realized by an individual non-U.S. holder, the non-U.S. holder is present in the United States for 183 days or more in the taxable year of the disposition and certain other conditions are met. |
• | is not a resident of Mexico for tax purposes; | ||
• | does not hold the notes or a beneficial interest in the notes in connection with the conduct of a trade or business through a permanent establishment in Mexico; and | ||
• | is not (a) a holder of more than 10% of our voting stock, directly or indirectly, jointly with persons related to us or individually, or (b) a corporation or other entity, more than 20% of whose stock is owned, directly or indirectly, jointly by persons related to us or individually (each a “Related Party”), that in the case of either (a) or (b), is the effective beneficiary, directly or indirectly, jointly with persons related to us or individually, of more than 5% of the aggregate amount of any interest payment on the notes. |
• | one person holds an interest in the business of the other person; | ||
• | both persons have common interests; or | ||
• | a third party has an interest in the business or assets of both persons. |
• | an individual is a Mexican tax resident if the individual has established his permanent home in Mexico. When an individual, in addition to his permanent home in Mexico, has a permanent home in another country, the individual will be a Mexican tax |
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resident if his center of vital interests is located in Mexico. This will be deemed to occur if, among other circumstances, either (i) more than 50% of the total income obtained by the individual in the calendar year is Mexican source or (ii) when the individual’s center of professional activities is located in Mexico. Mexican nationals who filed a change of tax residence to a country or jurisdiction that does not have a comprehensive exchange of information agreement with Mexico in which her/his income is subject to a preferred tax regime pursuant to the provisions of the Mexican Income Tax Law, will be considered Mexican residents for tax purposes during the year of filing of the notice of such residence change and during the following three years. Unless otherwise proven, a Mexican national is considered a Mexican tax resident; | |||
• | a legal entity is considered a Mexican tax resident if it maintains the main administration of its head office, business or the effective location of its management in Mexico; | ||
• | a foreign person with a permanent establishment in Mexico will be required to pay taxes in Mexico in accordance with the Mexican Income Tax Law for all income attributable to such permanent establishment; and | ||
• | a foreign person without a permanent establishment in Mexico will be required to pay taxes in Mexico in respect of revenues proceeding from sources of wealth located in national territory. |
• | the notes, as expected, are placed outside of Mexico through banks or brokerage houses, in a country with which Mexico has entered into a treaty for the avoidance of double taxation and such treaty is in effect; | ||
• | regarding the notes, as expected, the notice referred to in the second paragraph of Article 7 of the Securities Market Law is filed with the National Banking and Securities Commission, and a copy of that notice is provided to the Mexican Ministry of Finance and Public Credit; | ||
• | we timely file with the Mexican Ministry of Finance and Public Credit 15 days after placement of the notes according to this prospectus, certain information relating to the issuance of the notes and this prospectus; and | ||
• | we timely file with the Mexican Ministry of Finance and Public Credit, on a quarterly basis, information representing (a) the amount and the payment date of interest, and (b) that no Related Party jointly or individually, directly or indirectly, is the effective beneficiary of more than 5% of the aggregate amount of each interest payment, and we maintain records that evidence compliance with this requirement. |
• | 15% generally; or |
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• | 4.9% in the event that the notes are considered to be “regularly and substantially traded on a recognized securities market”. |
• | is the effective beneficiary of each interest payment; | ||
• | is duly organized under the laws of its country of origin; | ||
• | is exempt from income tax in that country in respect of such interest payment; and | ||
• | is registered with the Mexican Ministry of Finance and Public Credit for that purpose. |
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Avenida Vasco de Quiroga, No. 2000
Colonia Santa Fe
01210 México, D.F., México
TRUSTEE, REGISTRAR,
PAYING AGENT
AND TRANSFER AGENT
The Bank of New York Mellon
101 Barclay Street, Floor 7-E
New York, New York 10286
Attn: Corporate Trust Operations — Reorganization Unit
U.S.A.
LUXEMBOURG PAYING AGENT AND TRANSFER AGENT | LUXEMBOURG LISTING AGENT | |
The Bank of New York (Luxembourg) S.A. | The Bank of New York (Luxembourg) S.A. | |
Aerogulf Center | Aerogulf Center | |
1A Hoehenhof | 1A Hoehenhof | |
L-1736 Senningerberg, Luxembourg | L-1736 Senningerberg, Luxembourg |
As to United States Law: | As to Mexican Law: | |
Fried, Frank, Harris, Shriver & Jacobson LLP | Mijares, Angoitia, Cortés y Fuentes, S.C. | |
One New York Plaza | Montes Urales 505, Piso 3 | |
New York, New York 10004 | Colonia Lomas de Chapultepec | |
U.S.A. | 11000 México, D.F., México |
Mariano Escobedo 573
Colonia Rincón del Bosque
11580 México, D.F., México
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Exhibit | ||||
Number | Description | |||
3.1 | — | English translation of Amended and Restated Bylaws (Estatutos Sociales) of the Registrant, dated as of April 30, 2008 (previously filed with the Securities and Exchange Commission as Exhibit 1.1 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2007 (the “2007 Form 20-F”), and incorporated herein by reference). | ||
4.1 | — | Indenture relating to Senior Debt Securities, dated as of August 8, 2000, between the Registrant, as Issuer, and The Bank of New York, as Trustee, as amended or supplemented from time to time (previously filed with the Securities and Exchange Commission as Exhibit 4.1 to the Registrant’s Registration Statement on Form F-4 (File number 333-12738), as amended (the “2000 Form F-4”), and incorporated herein by reference). | ||
4.2 | — | First Supplemental Indenture relating to the 8 5/8% Senior Notes due 2005, dated as of August 8, 2000, between the Registrant, as Issuer, and The Bank of New York and Banque Internationale à Luxembourg, S.A. (previously filed with the Securities and Exchange Commission as Exhibit 4.2 to the 2000 Form F-4 and incorporated herein by reference). | ||
4.3 | — | Second Supplemental Indenture relating to the 8 5/8% Senior Exchange Notes due 2005, dated as of January 19, 2001, between the Registrant, as Issuer, and The Bank of New York and Banque Internationale à Luxembourg, S.A. (previously filed with the Securities and Exchange Commission as Exhibit 4.3 to the 2000 Form F-4 and incorporated herein by reference). | ||
4.4 | — | Third Supplemental Indenture relating to the 8% Senior Notes due 2011, dated as of September 13, 2001, between the Registrant, as Issuer, and The Bank of New York and Banque Internationale à Luxembourg, S.A. (previously filed with the Securities and Exchange Commission as Exhibit 4.4 to the Registrant’s Registration Statement on Form F-4 (File number 333-14200) (the “2001 Form F-4”) and incorporated herein by reference). |
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Exhibit | ||||
Number | Description | |||
4.5 | — | Fourth Supplemental Indenture relating to the 8.5% Senior Notes due 2032 between the Registrant, as Issuer, and The Bank of New York and Dexia Banque Internationale à Luxembourg (previously filed with the Securities and Exchange Commission as Exhibit 4.5 to the Registrant’s Registration Statement on Form F-4 (File number 333-90342) (the “2002 Form F-4”) and incorporated herein by reference). | ||
4.6 | — | Fifth Supplemental Indenture relating to the 8% Senior Exchange Notes due 2011 between the Registrant, as Issuer, and The Bank of New York and Dexia Banque Internationale à Luxembourg, S.A (previously filed with the Securities and Exchange Commission as Exhibit 4.6 to the 2002 Form F-4 and incorporated herein by reference). | ||
4.7 | — | Sixth Supplemental Indenture relating to the 8.5% Senior Exchange Notes due 2032 between the Registrant, as Issuer, and The Bank of New York and Dexia Banque Internationale à Luxembourg (previously filed with the Securities and Exchange Commission as Exhibit 4.7 to the 2002 Form F-4 and incorporated herein by reference). | ||
4.8 | — | Seventh Supplemental Indenture relating to the 6 5/8% Senior Notes due 2025 between Registrant, as Issuer, and The Bank of New York and Dexia Banque Internationale à Luxembourg, dated March 18, 2005 (being concurrently filed with the Securities and Exchange Commission as Exhibit 2.8 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2004 (the “2004 Form 20-F”) and incorporated herein by reference). | ||
4.9 | — | Eighth Supplemental Indenture relating to the 6 5/8% Senior Notes due 2025 between Registrant, as Issuer, and The Bank of New York and Dexia Banque Internationale à Luxembourg, dated May 26, 2005 (being concurrently filed with the Securities and Exchange Commission as Exhibit 2.9 to the 2004 Form 20-F and incorporated herein by reference). | ||
4.10 | — | Ninth Supplemental Indenture relating to the 6 5/8% Senior Notes due 2025 between Registrant, as Issuer, The Bank of New York and Dexia Banque Internationale à Luxembourg, dated September 6, 2005 (previously filed with the Securities and Exchange Commission as Exhibit 2.8 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2005 (the “2005 Form 20-F”) and incorporated herein by reference). | ||
4.11 | — | Tenth Supplemental Indenture related to the 8.49% Senior Notes due 2037 between Registrant, as Issuer, The Bank of New York and The Bank of New York (Luxembourg) S.A., dated as of May 9, 2007 (previously filed with the Securities and Exchange Commission as Exhibit 2.9 to the Registrant’s Annual Report on Form 20-F for the year ended December 31, 2006 (the “2006 Form 20-F”), and incorporated herein by reference). | ||
4.12 | — | Eleventh Supplemental Indenture relating to the 8.49% Senior Exchange Notes due 2037 between Registrant, as Issuer, The Bank of New York and The Bank of New York (Luxembourg) S.A., dated as August 24, 2007 (previously filed with the Securities and Exchange Commission as Exhibit 4.12 to the Registrant’s Registration Statement on Form F-4 (File number 333-144460), as amended (the “2007 Form F-4”), and incorporated herein by reference). |
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Exhibit | |||||
Number | Description | ||||
4.13 | — | Twelfth Supplemental Indenture relating to the 6.0% Senior Notes due 2018 between Registrant, as Issuer, The Bank of New York and The Bank of New York (Luxembourg) S.A., dated as of May 12, 2008 (previously filed with the Securities and Exchange Commission as Exhibit 2.11 to the 2007 Form 20-F and incorporated herein by reference). | |||
4.14 | — | Form of Thirteenth Supplemental Indenture relating to the 6.0% Senior Exchange Notes due 2018 between Registrant, as Issuer, The Bank of New York Mellon and The Bank of New York (Luxembourg) S.A., dated as , 2008. | |||
4.15 | — | Form of 6.0% Senior Exchange Note (included in Exhibit 4.14). | |||
4.16 | — | Deposit Agreement between the Registrant, The Bank of New York, as depositary and all holders and beneficial owners of the Global Depositary Shares, evidenced by Global Depositary Receipts (previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s Registration Statement on Form F-6 (File number 333-146130) (the “Form F-6”) and incorporated herein by reference). | |||
4.17 | — | Registration Rights Agreement, dated as of May 12, 2008, among the Registrant and HSBC Securities (USA) Inc. and JP Morgan Securities Inc. | |||
5.1 | — | Opinion of Fried, Frank, Harris, Shriver & Jacobson LLP. | |||
5.2 | — | Opinion of Mijares, Angoitia, Cortés y Fuentes, S.C. | |||
12.1 | — | Computation of Ratio of Earnings to Fixed Charges. | |||
21.1 | — | List of Subsidiaries of Registrant (previously filed with the Securities and Exchange Commission as Exhibit 8.1 to the 2007 Form 20-F and incorporated herein by reference). | |||
23.1 | — | Consent of Fried, Frank, Harris, Shriver & Jacobson LLP (included as part of its opinion filed as Exhibit 5.1). | |||
23.2 | — | Consent of Mijares, Angoitia, Cortés y Fuentes, S.C. (included as part of its opinion filed as Exhibit 5.2). | |||
23.3 | — | Consent of PricewaterhouseCoopers, S.C., independent public accountants. | |||
25.1 | — | Statement of Eligibility of Trustee on Form T-1. | |||
99.1 | — | Form of Letter of Transmittal for 6.0% Senior Exchange Notes due 2018. | |||
99.2 | — | Form of Notice of Guaranteed Delivery for 6.0% Senior Notes due 2018. | |||
99.3 | — | Form of Letter to Registered Holders and/or Participants of the Book-Entry Transfer Facility. | |||
99.4 | — | Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees. |
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Exhibit | |||||
Number | Description | ||||
99.5 | — | Form of Letter to Clients. | |||
99.6 | — | Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (included in Exhibit 99.1). |
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(1) | that, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of an action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. | ||
(2) | that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fideoffering thereof. | ||
(3) | (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means, and (ii) to arrange or provide for a facility in the United States for the purpose of responding to such requests. The undertaking in subparagraph (i) above includes information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. | ||
(4) | to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. | ||
(5) | to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(6) | that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. | ||
(7) | to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
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(8) | to file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (8) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. |
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GRUPO TELEVISA, S.A.B | ||||
By: | /s/ Salvi Rafael Folch Viadero | |||
Name: | Salvi Rafael Folch Viadero | |||
Title: | Chief Financial Officer | |||
By: | /s/ Jorge Lutteroth Echegoyen | |||
Name: | Jorge Lutteroth Echegoyen | |||
Title: | Vice President and Controller | |||
Signature | Title | |
/s/ Emilio Fernando Azcárraga Jean | Director, Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) | |
/s/ Alfonso de Angoitia Noriega | Director | |
/s/ María Asunción Aramburuzabala Larregui | Director | |
/s/ Pedro Aspe Armella | Director |
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Signature | Title | |
/s/ Julio Barba Hurtado | Director | |
/s/ José Antonio Bastón Patiño | Director | |
/s/ Alberto Bailleres González | Director | |
/s/ Manuel Jorge Cutillas Covani | Director | |
/s/ José Antonio Fernández Carbajal | Director | |
/s/ Carlos Fernández González | Director | |
/s/ Salvi Rafael Folch Viadero | Chief Financial Officer (Principal Financial Officer) | |
Director | ||
/s/ Claudio X. González Laporte | Director |
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Signature | Title | |
Director | ||
Director | ||
Director | ||
/s/ Jorge Lutteroth Echegoyen | Controller (Principal Accounting Officer) | |
/s/ Gilberto Pérezalonso Cifuentes | Director | |
/s/ Alejandro Quintero Iñiguez | Director | |
/s/ Fernando Senderos Mestre | Director | |
Director | ||
/s/ Lorenzo H. Zambrano Treviño | Director |
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Signature | Title | |
/s/ Donald J. Puglisi | Authorized Representative in the United States |
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