Mijares, Angoitia, Cortés y Fuentes, in Mexico, and Wachtell, Lipton, Rosen & Katz in New York, have helped Grupo Televisa in a landmark transaction, pursuant to which Televisa’s content and media assets will be combined with Univision, to create the largest Spanish-language media company in the world: Televisa-Univision. Univision was represented by Galicia Abogados, S.C. in Mexico, and Paul, Weiss, Rifkind, Wharton & Garrison LLP in New York.

The combination will be financed through $1.0 billion of new Series C preferred equity investment led by the SoftBank Latin American Fund, along with current Univision investor ForgeLight LLC, with participation from Google and The Raine Group; and $2.0 billion of debt commitments arranged by J.P. Morgan.

Under the terms of the Transaction Agreement, Univision will pay US$3.0 billion in cash, US$750 million in Univision common equity and US$750 million in Series B preferred equity, with an annual dividend of 5.5% and US$0.3 billion from other sources,  in a deal for Televisa valued at approximately US$4.8 billion.

Televisa will contribute its four free-to-air channels, 27 pay-TV Networks channels and stations, its Videocine movie studio and Blim TV subscription video on demand (SVOD) service; content library and television and film production capabilities in Mexico; and the Televisa trademark. News content production for Mexico will be outsourced from a company owned by The Azcárraga family to guarantee that news content remains in Mexican hands and is produced in Mexico. Televisa-Univision will retain all assets, IP and library related to Televisa’s News division.

The transaction will allow Televisa to strengthen its balance sheet and focus on growth opportunities at its Telecom business, while maximizing the potential of the content segment through the new Televisa-Univision. Televisa will also retain ownership of izzi Telecom, Sky México, and other businesses, as well as its main real estate production facilities, the broadcasting licenses and transmission infrastructure in Mexico.

The transaction is expected to close in 2021, subject to customary closing conditions, including receipt of regulatory approvals in the United States and Mexico, and Televisa shareholder approval.

Allen & Company acted as financial advisor to Televisa, while Guggenheim Securities and JP Morgan acted as financial advisors to Univision.