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CALCULATION OF REGISTRATION FEE
Proposed Maximum | Amount of | |
Title of Each Class of Securities Offered | Aggregate Offering | |
Price | Registration Fee(1) | |
5.250% Senior Notes due 2049 | U.S.$750,000,000 | U.S.$90,900 |
Total | U.S.$750,000,000 | U.S.$90,900 |
- Calculated in accordance with Rule 457(r) of the Securities Act.
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Filed pursuant to Rule 424(b)(5)
Registration No. 333-231344
Prospectus Supplement
(To Prospectus dated May 9, 2019)
U.S.$750,000,000
Grupo Televisa, S.A.B.
U.S.$750,000,000 5.250% Senior Notes due 2049
We are offering U.S.$750,000,000 aggregate principal amount of our 5.250% senior notes due 2049 (the "notes"). Interest on the notes will accrue at a fixed rate of 5.250% per year. We will pay interest on the notes semi-annually on each May 24 and November 24, commencing on November 24, 2019. The notes will mature on May 24, 2049.
The notes will rank equally in right of payment with all of our other unsecured and unsubordinated debt obligations from time to time outstanding, other than
obligations preferred by statute or operation of law. The notes will not be guaranteed by any of our subsidiaries. The notes will effectively rank junior to all of our secured indebtedness, to the extent of the value of our assets securing that indebtedness and will be structurally subordinated to all of the existing and future indebtedness and other liabilities, including trade payables, of our subsidiaries.
In the event of certain changes in the Mexican withholding tax treatment relating to payments on the notes, we may redeem all (but not some) of the notes at
100% of their principal amount, plus accrued and unpaid interest to and including the redemption date. In the event of a change of control, we may be required to
offer to purchase the notes at 101% of their principal amount, plus accrued and unpaid interest to the purchase date. At any time prior to November 24, 2048, we may redeem the notes, in whole or in part, by paying the greater of the principal amount of the notes and the applicable "make-whole" amount, plus, in each case, accrued and unpaid interest to the redemption date. On or after November 24, 2048, we may redeem the notes, in whole or in part, by paying an amount equal to 100% of the principal amount of such notes, plus accrued and unpaid interest to the redemption date.
We intend to apply to list the notes on the Official List of the Luxembourg Stock Exchange for trading on the Euro MTF market of the Luxembourg Stock
Exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-5 of this prospectus supplement, page 6 of the accompanyingprospectus and in our Annual Report on Form 20-F for the year ended December 31, 2018, which is incorporated herein by reference.
Price to | Proceeds to Us, | |||
Price to Public(1) | Underwriting Fees | Underwriters (less | ||
Underwriting Fees) | Before Expenses(1) | |||
5.250% Senior Notes due 2049 | 98.588% | 0.400% | 98.188% | U.S.$736,410,000 |
- Plus accrued interest, if any, from May 24, 2019.
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE SOLELY OUR RESPONSIBILITY AND HAVE NOT BEEN REVIEWED OR AUTHORIZED BY THE COMISIÓN NACIONAL BANCARIA Y DE VALORES , OR CNBV. THE TERMS AND CONDITIONS OF ANY OFFER OF SECURITIES WILL BE NOTIFIED TO THE CNBV FOR INFORMATIONAL PURPOSES ONLY AND SUCH NOTICE DOES NOT CONSTITUTE A CERTIFICATION AS TO THE INVESTMENT VALUE OF THE SECURITIES OR OUR SOLVENCY. THE SECURITIES MAY NOT BE PUBLICLY OFFERED OR SOLD IN MEXICO, EXCEPT THAT THE NOTES MAY BE SOLD TO MEXICAN INSTITUTIONAL AND QUALIFIED INVESTORS SOLELY PURSUANT TO THE PRIVATE PLACEMENT EXEMPTION SET FORTH IN ARTICLE 8 OF THE LEY DEL MERCADO DE VALORES , OR MEXICAN SECURITIES MARKET LAW. IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN CITIZEN WHO MAY ACQUIRE DEBT SECURITIES FROM TIME TO TIME, MUST RELY ON THEIR OWN EXAMINATION OF US.
Neither the U.S. Securities and Exchange Commission, or SEC, nor any state securities commission has approved or disapproved the offering of
these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
Delivery of the notes will be made in book-entry form through the facilities of The Depository Trust Company ("DTC") for the accounts of their direct and indirect participants, including Euroclear Bank S.A./N.V. ("Euroclear"), as operator of the Euroclear System, and Clearstream Banking, société anonyme ("Clearstream"), on or about May 24, 2019.
Joint Book-Running Managers | ||
BBVA | Citigroup | Goldman Sachs & Co. LLC |
The date of this prospectus supplement is May 21, 2019.
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TABLE OF CONTENTS | |||||
Prospectus Supplement | |||||
Important Currency Information | Page | ||||
S-iii | |||||
Presentation of Financial Information | S-iii | ||||
Incorporation by Reference | S-iii | ||||
Summary | S-1 | ||||
Risk Factors | S-5 | ||||
Use of Proceeds | S-6 | ||||
Capitalization | S-7 | ||||
Description of the Notes | S-9 | ||||
Taxation | S-35 | ||||
Underwriting | S-43 | ||||
Listing and General Information | S-50 | ||||
Validity of Notes | S-51 | ||||
Experts | S-51 | ||||
Prospectus | |||||
About This Prospectus | Page | ||||
1 | |||||
Where You Can Find More Information | 1 | ||||
Incorporation by Reference | 1 | ||||
Enforceability of Civil Liabilities | 2 | ||||
Cautionary Statement Regarding Forward-Looking Statements | 3 | ||||
Grupo Televisa, S.A.B. | 5 | ||||
Risk Factors | 6 | ||||
Use of Proceeds | 10 | ||||
Description of the Senior Debt Securities | 11 | ||||
Plan of Distribution | 14 | ||||
Validity of Notes | 16 | ||||
Experts | 16 | ||||
You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus.
We have not, and the underwriters have not, authorized anyone to provide you with any other information or information that is different from or
additional to that which is contained or incorporated by reference in this prospectus supplement or the accompanying prospectus. This document may
only be used where it is legal to sell the notes. This prospectus supplement and the accompanying prospectus may only be used for the purposes for which
they have been published. You should not assume that the information contained in this prospectus supplement, the accompanying prospectus or the
documents incorporated by reference herein or therein is accurate as of any date other than the respective dates of such documents. We are not, and the
underwriters are not, making an offer to sell the notes in any jurisdiction except where such an offer or sale is permitted.
This prospectus supplement is based on information provided by us and other sources that we consider to be reliable. We and the underwriters cannot assure
you that this information is accurate or complete. This prospectus supplement summarizes certain documents and other information and we refer you to such
documents and other documents for a more complete understanding of what we
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discuss in this prospectus supplement. In making an investment decision, you must rely on your own examination of our company and the terms of the offering and
the notes, including the merits and risks involved.
We are not making any representation to any purchaser regarding the legality of an investment in the notes by such purchaser under any legal investment or
similar laws or regulations. You should not consider any information in this prospectus supplement to be legal, business or tax advice. You should consult your own counsel, accountant, business advisor and tax advisor for legal, financial, business and tax advice regarding any investment in the notes.
We reserve the right to withdraw this offering of the notes at any time and we and the underwriters reserve the right to reject any commitment to subscribe the
notes in whole or in part and to allot to any prospective investor less than the full amount of notes sought by that investor. The underwriters and certain of their
respective related entities may acquire for their own account a portion of the notes.
You must comply with all applicable laws and regulations in force in your jurisdiction and you must obtain any consent, approval or permission required by
you for the purchase, offer or sale of the notes under the laws and regulations in force in the jurisdiction to which you are subject or in which you make such
purchase, offer or sale, and neither we nor the underwriters will have any responsibility therefor.
Copies of all documents incorporated by reference in this prospectus supplement or the accompanying prospectus (other than exhibits to such documents
unless such exhibits are specifically incorporated by reference in such documents) will be provided without charge at the offices of The Bank of New York Mellon,
as trustee, and the paying agent set forth on the inside back cover page of this prospectus supplement.
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Grupo Televisa SAB published this content on 22 May 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 22 May 2019 20:37:02 UTC