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 April, 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_____.)
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.
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(Registrant)
Dated: April 24, 2006 By /s/ Carlos Ferreiro Rivas
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Name: Carlos Ferreiro Rivas
Title: Chief Financial Officer
[GRAPHIC OMITTED - SKY LOGO] FOR IMMEDIATE RELEASE
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INNOVA, S. DE R.L. DE C.V.
ANNOUNCES PRICING OF TENDER OFFER AND
CONSENT SOLICITATION FOR ITS OUTSTANDING
9.375% SENIOR NOTES DUE 2013
Mexico City, April 24, 2006. Innova, S. de R.L. de C.V., ("Innova")
announced today that it has priced its previously announced cash tender
offer (the "Tender Offer") for any and all of its outstanding
U.S.$300,000,000 aggregate principal amount of 9.375% Senior Notes due 2013
(the "Notes"). Innova will pay $1,123.29 per each U.S.$1,000.00 principal
amount of the Notes validly tendered, plus accrued but unpaid interest up
to, but not including, the settlement date (the "Total Consideration"). The
Total Consideration includes a consent payment of U.S.$20.00 and was
determined as described in the Offer to Purchase and Consent Solicitation
Statement, dated March 13, 2006, as amended.
Holders who tender their Notes on or prior to the expiration time on 11:59
p.m., New York City time, on April 25, 2006, unless further extended or
earlier terminated, will be eligible to receive, based upon the principal
amount of the Notes tendered, the Total Consideration.
As of 5:00 pm on April 21, 2006, approximately U.S.$ 281.3 million
aggregate principal amount of the Notes, representing approximately 93.8%
of the Notes outstanding, had been tendered. Accordingly, Innova has
received deliveries of consents in connection with the Solicitation from
holders of at least a majority of the Notes outstanding.
Each of the Tender Offer and Solicitation is subject to, and conditioned
upon, the full details of the terms and conditions in the Offer, as
amended.
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 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 (as defined in the Offer), and no one has been
authorized by any of them to make such recommendations.
This press release 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. The Tender Offer is made only by an Offer to Purchase
and Consent Solicitation Statement, dated March 13, 2006.
This press release contains forward-looking statements regarding the Tender
Offer. 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 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.
We are not under any obligation and do not intend to make publicly
available any update or other revisions to any of the forward-looking
statements contained in this news release to reflect circumstances existing
after the date of this news release or to reflect the occurrence of future
events even if experience or future events make it clear that any expected
results expressed or implied by those forward-looking statements will not
be realized.
ABOUT THE COMPANY:
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 digital television service.
DIRECTV is approximately 37 percent owned by News Corporation. For more
information, please visit www.directv.com.
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
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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
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