Univision and Grupo Televisa Strengthen Strategic Relationship

NEW YORK–(BUSINESS WIRE)–Univision Holdings, Inc. (“Univision”) and Grupo Televisa, S.A.B.
(“Televisa”; NYSE: TV; BMV: TLEVISA), today announced that, together
with Univision’s major shareholders, they have entered into a Memorandum
of Understanding (“MOU”) and that certain subsidiaries of Univision and
Televisa entered into an amendment to their existing Program Licensing
Agreement (the “PLA Amendment”).

Under the PLA Amendment, the terms of the existing strategic
relationship between Univision and Televisa have been amended as follows:

  • Term Extension – Univision’s exclusive U.S. broadcast and
    digital rights (with limited exceptions) to Televisa’s programming
    including premium Spanish-language telenovelas, sports, sitcoms,
    reality series, new programming and feature films, will remain
    unchanged. Subject to Univision completing a public offering of its
    common stock that results in net proceeds to Univision of a minimum
    agreed upon amount and no change of control having occurred, the PLA
    Amendment extends the term of the PLA from its current expiration date
    of at least 2025 to at least 2030.
  • Revised Royalty Computation – In exchange for Univision
    agreeing to make certain additional revenue subject to the royalty,
    effective January 1, 2015 and through December 2017, the royalty rate
    on substantially all of Univision’s Spanish-language media networks
    revenue is 11.84 percent, compared to 11.91 percent under the prior
    terms. On January 1, 2018, the royalty rate will increase to 16.13
    percent, compared to 16.22 percent under the prior terms.
    Additionally, Televisa will continue to receive an incremental 2
    percent in royalty payments on such media networks’ revenues above an
    increased revenue base of $1.66 billion, compared to the prior revenue
    base of $1.65 billion. The royalty rate will again increase to 16.45
    percent starting in June 1, 2018 and for the remainder of the term,
    compared to the prior rate of 16.54 percent. With this second rate
    increase, Televisa will receive an incremental 2 percent in royalty
    payments above a reduced revenue base of $1.63 billion.

In addition, under the terms of the MOU, Univision, Televisa and the
major shareholders of Univision have agreed to the following:

  • Equity Capitalization Amendment – The equity capitalization of
    Univision will be adjusted to realign the economic and voting
    interests of Televisa and Univision’s other stockholders. As a result,
    Televisa will hold common stock with approximately 22% of the voting
    rights of Univision’s common stock. The classes of Univision shares of
    common stock to be held by Televisa will also provide Televisa the
    right to designate a minimum number of directors to Univision’s board
    of directors.
  • Conversion of Debentures – Televisa will convert $1.125 billion
    of Univision debentures into warrants that are exercisable for new
    classes of Univision’s common stock. As a result of the conversion,
    Univision’s annual interest payment obligations will decrease by
    approximately $16.9 million. The conversion of Univision debentures
    into warrants will have the effect of reducing Univision’s
    consolidated debt by $1.125 billion. Univision has agreed to pay
    Televisa on the date of conversion, $135.1 million as consideration
    for the conversion using a combination of existing liquidity and
    previously restricted cash, which will become unrestricted as a result
    of the conversion.

“These amendments to the PLA and the terms of our MOU underscore the
strength of Univision’s relationship with Televisa and the significant
and unique benefits of our mutually beneficial partnership,” said Randy
Falco, President and Chief Executive Officer of Univision. “By taking
these steps and our pursuit of other related initiatives, Univision is
in a stronger competitive position going forward. Televisa is the best
Spanish-language content producer in the world, and we are pleased to
continue to have its support as we enter the next exciting chapter of
Univision’s history.”

“We are excited to enter into a new phase in the relationship with
Univision, the leading media company serving Hispanic America. Univision
today is one of the most successful and diversified media organizations
globally thanks to the hard work and dedication of Randy Falco and his
team,” said Alfonso de Angoitia, Executive Vice President of Grupo
Televisa. “With these transactions we strengthen our relationship
further and reiterate our full commitment to Univision and its future.
On a personal note I want to thank Haim Saban for his leadership of the
Company and personal dedication in bringing these transactions to

About Univision Holdings, Inc.

Univision Holdings, Inc. (the “Company”) is a media company serving
Hispanic America. The Company operates two broadcast television
networks: Univision Network and UniMás. In addition to the broadcast
networks, the Company has nine cable networks including Galavisión and
Univision Deportes.
The Company’s other seven cable television
offerings are De Película, De Película Clásico, Bandamax, Ritmoson,
Telehit, Univision tlnovelas, and ForoTV.
The Company owns and
operates 60 television stations in the U.S. and Puerto Rico.
Company also owns and operates 62 radio stations in the U.S. and owns
and operates five radio stations in Puerto Rico. The Company also offers
Uforia, a digital music platform.
The Company’s digital
properties include Univision.com, UVideos, Flama, online and mobile
websites associated with the Company’s local television and radio
stations, and Univision Partner Group. The Company has made strategic
investments with filmmaker Robert Rodriguez in El Rey and with Walt
Disney Company’s ABC News in Fusion.

This press release contains forward-looking statements.
Forward-looking statements can be identified by words such as
“anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,”
“expects” and other references to future periods.
statements are based on our current expectations and assumptions
regarding our business, the economy and other future conditions.
forward-looking statements relate to the future, by their nature, they
are subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict.
As a result, our
actual results may differ materially from those contemplated by the
forward-looking statements.
Important factors that could cause
actual results to differ materially from those in the forward-looking
statements include:
cancellation, reductions or postponements of
advertising or other changes in advertising practices among our
advertisers; any impact of adverse economic conditions on our business
and financial condition, including reduced advertising revenue; changes
in the size of the U.S. Hispanic population, including the impact of
federal and state immigration legislation and policies on both the U.S.
Hispanic population and persons emigrating from Latin America; lack of
audience acceptance of our content; varying popularity for programming,
which we cannot predict at the time we may incur related costs; the
failure to renew existing agreements or reach new agreements with
multichannel video programming distributors (“MVPDs”) on acceptable
subscription or “retransmission consent” terms; consolidation in the
cable or satellite MVPD industry; the impact of increased competition
from new technologies; competitive pressures from other broadcasters and
other entertainment and news media; damage to our brands or reputation;
fluctuations in our quarterly results, making it difficult to rely on
period-to-period comparisons; failure to retain the rights to sports
programming to attract advertising revenue; the loss of our ability to
rely on Televisa for a significant amount of our network programming; an
increase in royalty payments pursuant to our programming license
agreement with Televisa; the failure of our new or existing businesses
to produce projected revenues or cash flows; failure to monetize our
content on our digital platforms; failure to monetize our spectrum
assets; the failure or destruction of satellites or transmitter
facilities that we depend upon to distribute our programming; disruption
of our business due to network and information systems-related events,
such as computer hackings, viruses, or other destructive or disruptive
software or activities; inability to realize the full value of our
intangible assets; failure to utilize our net operating loss
carryforwards; the loss of key executives; possible strikes or other
union job actions; piracy of our programming and other content;
environmental, health and safety laws and regulations; FCC media
ownership rules; compliance with, and/or changes in, the rules and
regulations of the FCC; new laws or regulations concerning
retransmission consent or “must carry” rights; increased enforcement or
enhancement of FCC indecency and other programming content rules; the
impact of new legislation on the reallocation of broadcast spectrum
which may result in additional costs and affect our ability to provide
competitive services; net losses in the future and for an extended
period of time; our substantial indebtedness; our failure to service our
debt or inability to comply with the agreements contained in our senior
secured credit facilities and our indentures, including any financial
covenants and ratios; our dependency on lenders to execute our business
strategy and our inability to secure financing on suitable terms or at
all; volatility and weakness in the capital markets and risks related to
our ownership, among other factors.

About Grupo Televisa

Televisa is the largest media company in the Spanish-speaking world
based on its market capitalization and a major participant in the
international entertainment business. It operates four broadcast
channels in Mexico City, produces and distributes 25 pay-TV brands for
distribution in Mexico and the rest of the world, and exports its
programs and formats to the U.S. through Univision Communications Inc.
(“Univision”) and to other television networks in over 50 countries.
Televisa is also an active participant in Mexico’s telecommunications
industry. It has a majority interest in Sky, a leading direct-to-home
satellite television system operating in Mexico, the Dominican Republic
and Central America. Televisa also participates in Mexico´s
telecommunications industry in many regions of the country where it
offers video, voice, and broadband services. Televisa also has interests
in magazine publishing and distribution, radio production and
broadcasting, professional sports and live entertainment, feature-film
production and distribution, the operation of a horizontal Internet
portal, and gaming. In the United States, Televisa has equity and
debentures that, upon conversion and subject to any necessary approval
from the Federal Communications Commission (“FCC”) in the United States,
will represent approximately 38% on a fully diluted, as-converted basis
of the equity capital in Univision Holdings, Inc. (f/k/a Broadcasting
Media Partners, Inc.), the controlling company of Univision, the leading
media company serving the United States Hispanic market.

This press release contains forward-looking statements based on the
current expectations of Grupo Televisa, S.A.B.
Actual future
events or results could differ materially from these statements. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this press release. Grupo
Televisa, S.A.B. undertakes no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information,
future events or otherwise.


For Univision Holdings, Inc.
Investor Relations
Adam Shippee,
Mónica Talán, 212-455-5331
Sard Verbinnen &
Stephanie Pillersdorf / Brooke Gordon, 212-687-8080
Grupo Televisa
Investor Relations
Carlos Madrazo, (52 55) 5261
Nestel, (52 55) 5261 2438
Alejandro Olmos, (52 55) 4438 1205
Moctezuma, (52 55) 5224 5456