NEW YORK, April 25, 2011 /PRNewswire/ -- Univision Communications Inc. (the "Company"), today announced that it has commenced a tender offer to purchase any and all of its outstanding 12.00% Senior Secured Notes due 2014. The Company currently has $545.0 million aggregate principal amount of the notes outstanding. In conjunction with the tender offer, the Company has also commenced a solicitation for consents to certain proposed amendments to the indenture governing the notes. The tender offer and solicitation are being made pursuant to an offer to purchase and consent solicitation statement and a related letter of transmittal, each dated as of April 25, 2011. The tender offer and consent solicitation will expire at midnight, New York City time, on May 20, 2011, unless extended.
Holders of notes that are validly tendered and related consents validly delivered and accepted at or prior to the early tender time of 5:00 p.m., New York City time, on May 6, 2011 will receive the total consideration of $1,076.45 per $1,000 principal amount of notes, which includes the consent payment of $10.00 per $1,000 principal amount of notes, plus any accrued and unpaid interest up to, but not including, the settlement date.
Holders of notes that are validly tendered and related consents validly delivered and accepted after the foregoing early tender time and at or prior to the expiration of the tender offer and consent solicitation will receive the tender offer consideration of $1,066.45 per $1,000 principal amount of notes, plus any accrued and unpaid interest up to, but not including, the settlement date. Holders of notes tendered and related consents delivered after the early tender time will not receive the consent payment.
The proposed amendments will eliminate substantially all of the restrictive covenants contained in the indenture governing the notes and the notes (but not the covenant to pay the principal of, and interest on, the notes when due), and release all of the collateral securing the notes. Holders who tender their notes pursuant to the tender offer are obligated to consent to the proposed amendments to the notes with respect to the entire principal amount of notes tendered by such holders. Holders of notes may not deliver consents in the consent solicitation without tendering the related notes in the tender offer.
The tender offer and consent solicitation are contingent upon the tender of at least 66-2/3% of the outstanding principal amount of the notes held by any person other than the Company and its affiliates and the successful completion of one or more debt financing transactions in an amount sufficient to fund the purchase of validly tendered notes accepted for purchase in the tender offer and consent solicitation (including any consent payments) and to pay all fees and expenses associated with such financing and the tender offer and consent solicitation. The Company may amend or waive any of the conditions of the tender offer or the consent solicitation, including the minimum principal amount of notes required to be tendered, in whole or in part, at any time or from time to time, in its sole discretion.
This news release is neither an offer to purchase nor a solicitation of an offer to sell any notes. The tender offer and consent solicitation are being made pursuant to the terms and conditions contained in the offer to purchase and consent solicitation statement and related letter of transmittal, copies of which will be delivered to all holders of the Company's 12.00% Senior Secured Notes due 2014. The Company may amend, extend or terminate the tender offer or the consent solicitation in its sole discretion. Persons with questions regarding the tender offer or the consent solicitation should contact the following dealer managers and solicitation agents: Deutsche Bank Securities Inc. at (855) 287-1922 (U.S. toll free) or (212) 250-7527 (call collect); or Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888) 292-0070 (U.S. toll free) or (646) 855-3401 (call collect).
About Univision Communications:
Univision Communications Inc. (UCI) is the premier media company serving the U.S. Hispanic community. Its assets include Univision Network, the leading Spanish-language broadcast network in the United States, which is available in approximately 97% of all U.S. Hispanic television households; TeleFutura Network, a general-interest Spanish-language broadcast television network, which is available in approximately 86% of U.S. Hispanic television households; Galavision, the leading Spanish-language cable television network in the United States; Univision Studios, which produces and co-produces reality shows, dramatic series and other programming formats for the Company's platforms; Univision Local Media, which owns and/or operates 56 television stations and 65 radio stations in major U.S. Hispanic markets and Puerto Rico; Univision Interactive Media, which includes Univision.com, the leading Spanish-language Internet destination in the U.S., and Univision Movil, a leading provider of mobile products and services to the Hispanic mobile market; and TuTv, U.S. outlet for pay television channels of Mexico-based Grupo Televisa. Headquartered in New York City, UCI has television network operations in Miami and television and radio stations and sales offices in major cities throughout the United States. For more information, please visit www.univision.net.
This document contains forward-looking statements that involve risks and uncertainties. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include: adverse conditions in the capital markets and the failure of holders to participate in the tender offer and consent solicitation; changes in federal or state securities laws; and changes in our business and financial condition. The Company assumes no obligation to update forward-looking information contained in this press release.
SOURCE Univision Communications Inc.