Univision Buyout

Univision Buyout (UVN)
$13.7 mm cash buyout

Summary

Buyout of Spanish language network by buyout group

At $36.25 per share, $13.7B total

Announced 6.26.06

Form 8-K

Developments

Reg BTR notice 6.26.06
$1.5B notes sold 2.26.07
New CEO hired 2.27.07

Closed 3.29.07

Club Deal

Buyout group:

Madison Dearborn
Providence Equity
SCG Investments
Thomas H Lee Partners

Advisors

Financial

Univision: UBS

Legal

Univision: Skadden Arps
Buyers: Weil Gotshal

Merger Agreement

General

EDGAR filing
Hyperlinked version
Detailed hyperlinked index follows

Article I Definitions

1.1 Definitions

Article II The Merger

2.1 The Merger
2.2 Closing
2.3 Effective Time
2.4 Certificate of Incorporation and By-laws
2.5 Board of Directors
2.6 Officers

Article III Effect of the Merger on Capital Stock; Exchange
of Certificates

3.1 Effect on Securities
3.2 Exchange of Certificates
3.3 Stock Options, Warrants and Restricted Stock Units
3.4 Lost Certificates
3.5 Dissenting Shares
3.6 Transfers; No Further Ownership Rights
3.7 Withholding
3.8 Rollover By Strategic Stockholders

Article IV Company Reps

4.1 Organization and Qualification; Subsidiaries
4.2 Certificate of Incorporation and By-laws
4.3 Capitalization
4.4 Authority Relative to Agreement
4.5 No Conflict; Required Filings and Consents
4.6 Permits and Licenses; Compliance with Laws
4.7 Company Sec Documents
4.8 Disclosure Controls and Procedures
4.9 Absence of Certain Changes or Events
4.10 No Undisclosed Liabilities
4.11 Absence of Litigation
4.12 Employee Benefit Plans
4.13 Labor Matters
4.14 Trademarks, Patents and Copyrights
4.15 Taxes
4.16 Title to Properties; Assets
4.17 Material Contracts
4.18 Opinion of Financial Advisors
4.19 Anti-takeover Statutes
4.20 Vote Required
4.21 Brokers
4.22 Digital Television
4.23 No Other Representations or Warranties

Article V Buyer and Acquisition Sub Reps

5.1 Organization and Qualification; Subsidiaries
5.2 Certificate of Incorporation, By-laws, and Other
Organizational Documents
5.3 Authority Relative to Agreement
5.4 No Conflict; Required Filings and Consents
5.5 FCC Matters
5.6 Absence of Litigation
5.7 Available Funds
5.8 Guarantee
5.9 Capitalization of Buyer
5.10 Capitalization of Acquisition Sub
5.11 Operational Agreements
5.12 Brokers
5.13 Disclaimer of Other Representations and Warranties

Article VI Covenants and Agreements

6.1 Conduct of Business by the Company Pending the
Merger
6.2 FCC Matters
6.3 Proxy Statement
6.4 Stockholders Meetings
6.5 Appropriate Action; Consents; Filings
6.6 Access to Information; Confidentiality
6.7 No Solicitation of Competing Proposal
6.8 Directors and Officers Indemnification and
Insurance
6.9 Notification of Certain Matters
6.10 Public Announcements
6.11 Employee Matters
6.12 Conduct of Business by Buyer Pending the Merger
6.13 Financing
6.14 Acquisition Sub
6.15 Certain Matters
6.16 Restructuring

Article VII Conditions to the Merger

7.1 Each Party
7.2 Buyer
7.3 Company

Article VIII Termination, Amendment and Waiver

8.1 Termination
8.2 Termination Fees
8.3 Amendment
8.4 Waiver
8.5 Expenses; Transfer Taxes

Article IX General Provisions

9.1 Non-survival of Representations, Warranties and
Agreements
9.2 Notices
9.3 Interpretation; Certain Definitions
9.4 Severability
9.5 Assignment
9.6 Entire Agreement; No Third-party Beneficiaries
9.7 Governing Law
9.8 Consent to Jurisdiction; Enforcement
9.9 Counterparts
9.10 Waiver of Jury Trial

Proxy Solicitation

Shareholder meeting held 9.27.06

Press release 2.16.07

Proxy statements

Preliminary 7.24.06
Definitive 8.21.06

Deal Protection

Lock-up voting agreement

Agreement

No shop covenant

Merger agreement §6.7
Proxy statement disclosure

Break-up fee

$300mm, plus out-of-pocket expenses
Agreement §8.2
Proxy statement disclosure

Fairness Opinion

UBS fairness opinion

Proxy statement disclosure

Televisa

Rollover

Schedule 13D filings

Amendment #1 4.19.06
Amendment #2 4.27.06
Amendment #3 5.12.06
Amendment #4 6.28.06
Amendment #5 7.05.06
Amendment #6 9.19.06

Doesn't intend to make another bid

Amendment #9 3.30.07

Deal Protection

No shop covenant

Break-up fee

Voting agreement

Financing

Financing summary

Equity
Debt

Buyer financing covenant

Marketing period

Proxy statement disclosure
Merger agreement §

Restructuring

Proxy statement disclosure
Merger agreement §

Financing penalty fee

Proxy statement disclosure
Merger agreement §
Guarantee

Regulatory Approvals

HSR Act

Proxy statement disclosure
Merger agreement §6.5

FCC

Proxy statement disclosure
Merger agreement §6.2

Litigation

Shareholder lawsuits

Proxy statement disclosure

Schedule 13D Filings

Farallon Capital Management

Schedule 13D 1.05.07
Amendment #1 2.16.07
Amendment #2 3.08.07

Bill Gates

Schedule 13D
Amendment #1 1.05.07

High Yield Financing

$1.5B senior notes due 2015

Announced 2.16.07

Preliminary offering circular Excerpts

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