UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN ISSUER PURSUANT TO RULES 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March, 2006
Commission File Number: 333-7484
INNOVA, S. de R.L. de C.V.
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(Translation of registrant's name into English)
Insurgentes Sur 694 Piso 8, Col. Del Valle 03100 Mexico, D.F. Mexico
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(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file
annual reports under cover Form 20-F or Form 40-F.)
Form 20-F X Form 40-F
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(Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also furnishing the information to
the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act
of 1934.)
Yes No X
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(If "Yes" is marked indicate below the file number assigned to the
registrant in connection with Rule 12g-3-2(b): 82 .)
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[LOGO - SKY] FOR IMMEDIATE RELEASE
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INNOVA COMMENCES TENDER OFFER
AND CONSENT SOLICITATION FOR ITS
9.375% SENIOR NOTES DUE 2013
Mexico City, March 13, 2006. Innova, S. de R.L. de C.V., ("Innova")
announced today that it is commencing a cash tender offer (the "Tender
Offer") for up to $195 million aggregate principal amount of its
outstanding $300 million 9.375% Senior Notes due 2013 (CUSIP Nos.
P56217AB1, 45767DAE9 and 45767DAD1) (the "Notes") and a consent
solicitation (the "Solicitation") to amend the related indenture.
Innova is making the Tender Offer in order to acquire $195 million of its
outstanding Notes and reduce the company's overall interest expense. The
consents are being solicited to eliminate the covenant contained in the
indenture governing the Notes that requires the Company to file reports and
other information with the U.S. Securities and Exchange Commission. Innova
intends to finance the Tender Offer and the Solicitation, together with the
fees and expenses incurred in connection therewith, with borrowings under a
Ps. 2.1 billion, 10-year bank loan with a fixed interest rate of 8.74% per
annum entered into with Banco Nacional de Mexico, S.A., on March 10, 2006
(the "Credit Facility"), existing cash balances and/or other sources of
financing. The Credit Facility is guaranteed by Grupo Televisa, S.A.. If
the aggregate principal amount of the Notes validly tendered and not
properly withdrawn exceeds $195 million, Innova will accept Notes for
purchase on a pro rata basis based upon the principal amount of the Notes
tendered.
The Tender Offer and the Solicitation are being made upon the terms and
conditions set forth in the Offer to Purchase and Consent Solicitation
Statement dated March 13, 2006 (the "Statement") and related materials,
copies of which will be delivered to all record holders of the Notes. The
Tender Offer will expire at 11:59 p.m., New York City time, on April 10,
2006 (the "Expiration Time") unless extended or earlier terminated by
Innova. The Solicitation will expire at 5:00 p.m., New York City time, on
March 27, 2006 (the "Consent Payment Deadline"), unless extended or earlier
terminated by the Company. Innova has reserved the right to terminate,
withdraw, amend or extend the Tender Offer and the Solicitation in its
discretion. Holders may not tender their Notes without delivering consents
or deliver consents without tendering their Notes. Innova's obligation to
accept and pay for Notes validly tendered in the Tender Offer is subject to
the terms and conditions set forth in the Statement and related materials.
Holders should consult the Statement and related materials in their
entirety for a full description of the terms and conditions of the Tender
Offer and the Solicitation.
The total consideration to be paid for each $1,000 principal amount of
Notes validly tendered and accepted for payment will be a price, calculated
in accordance with standard market practice as described in the Statement,
intended to result in a yield to the earliest redemption date for the Notes
(September 19, 2008) equal to the sum of (i) the bid-side yield to maturity
on the 3.125% U.S. Treasury Note due September 15, 2008, as calculated by
the dealer manager and solicitation agent in accordance with standard
market practice as of 2:00 p.m., New York City time, on April 6, 2006,
unless such date is extended, as reported on the Bloomberg Government
Pricing Monitor on Page PX5, and (ii) a fixed spread of 75 basis points,
which consideration includes a consent payment of $20.00 for each $1,000
principal amount of Notes validly tendered. Holders also will be paid
accrued and unpaid interest up to, but not including, the settlement date.
Holders that tender Notes after the Consent Payment Deadline will not be
eligible to receive the consent payment. Promptly following the final
calculation of the consideration for the Notes, Innova will publicly
announce, by press release, the pricing information.
Citigroup Corporate and Investment Banking is acting as the dealer manager
and solicitation agent for the Tender Offer and the Solicitation. Questions
regarding the tender offer and consent solicitation or requests for
documents may be directed to Citigroup Corporate and Investment Banking,
Liability Management Group, at (800) 558-3745 (U.S. toll free) and (212)
723-6108 (collect) or Global Bondholder Services Corporation, the
Information Agent, at (866) 470-3800 (U.S. toll-free) and (212) 430-3774
(collect).
None of Innova, the dealer manager and solicitation agent or the
information agent make any recommendations as to whether or not holders
should tender their Notes pursuant to the Tender Offer or consent to the
Proposed Amendment, and no one has been authorized by any of them to make
such recommendations.
This announcement is not an offer to purchase, a solicitation of an offer
to sell, or a solicitation of consents with respect to the Notes nor is
this announcement an offer to sell or solicitation of an offer to buy new
securities of Innova.
INNOVA, S. DE R.L. DE C.V., is a joint venture indirectly owned by Grupo
Televisa, S.A., a Mexican corporation ("Televisa"), and The DIRECTV Group,
Inc, a Delaware corporation ("DIRECTV"). For more information, please visit
www.sky.com.mx.
GRUPO TELEVISA S.A., is the largest media company in the Spanish-speaking
world, and a major participant in the international entertainment business.
It has interests in television production and broadcasting, production of
pay television networks, international distribution of television
programming, direct-to-home satellite services, publishing and publishing
distribution, cable television, radio production and broadcasting,
professional sports and live entertainment, feature film production and
distribution, and the operation of a horizontal Internet portal. Grupo
Televisa also owns an unconsolidated equity stake in Univision, the leading
Spanish-language media company in the United States. For more information,
please visit www.televisa.com.
THE DIRECTV GROUP INC, is a world-leading provider of digital multi-channel
television entertainment. DIRECTV is approximately 34% owned by News
Corporation. For more information, please visit www.directv.com.
This press release contains forward-looking statements regarding the Tender
Offer and the Solicitation. Actual results of the Tender Offer could differ
materially from these statements. The forward-looking statements in this
press release should be read in conjunction with the factors described in
"Item 3. Risk Factors" in the Company's Annual Report on Form 20-F, which
among others, could cause actual results of the Tender Offer and the
Solicitation to differ materially from those contained in any oral
statements made by authorized officers of the Company. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which speak only as of their dates. The Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Contacts:
CARLOS FERREIRO
Chief Financial Officer
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Innova, S. de R.L. de C.V.
Insurgentes Sur No.694
Col. del Valle
Mexico City, 03100
(5255) 5448-4131
cferreiro@sky.com.mx
JUAN CARLOS MUNOZ
Head of Investor Relations
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Innova, S. de R.L. de C.V.
(5255) 5448-4000 ext.6642
jmunoz@sky.com.mx
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
INNOVA, S. de R.L. de C.V.
(Registrant)
Dated: March 13, 2006 By /s/ Carlos Ferreiro Rivas
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Name: Carlos Ferreiro Rivas
Title: Chief Financial Officer