GRUPO TELEVISA, S.A.B. | CIK:0000912892 | 3

  • Filed: 4/30/2018
  • Entity registrant name: GRUPO TELEVISA, S.A.B. (CIK: 0000912892)
  • Generator: Merrill
  • SEC filing page: http://www.sec.gov/Archives/edgar/data/912892/000110465918028648/0001104659-18-028648-index.htm
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  • ifrs-full:DisclosureOfBorrowingsExplanatory

     

    13.Debt, Finance Lease Obligations and Other Notes Payable

     

    Debt, finance lease obligations and other notes payable outstanding as of December 31, 2017 and 2016, were as follows:

     

     

     

    2017

     

     

     

    Effective

     

    2016

     

     

     

    Principal

     

    Finance Costs

     

    Subtotal

     

    Interest Payable

     

    Total

     

    Interest Rate

     

    Total

     

    U.S. dollar debt:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    6% Senior Notes due 2018 (1)

     

    Ps.

     

    Ps.

     

    Ps.

     

    Ps.

     

    Ps.

     

     

    Ps.

    10,380,514

     

    6.625% Senior Notes due 2025 (1)

     

    11,823,060

     

    (277,743

    )

    11,545,317

     

    221,929

     

    11,767,246

     

    7.10

    %

    12,297,715

     

    4.625% Senior Notes due 2026 (1)

     

    5,911,530

     

    (39,327

    )

    5,872,203

     

    113,920

     

    5,986,123

     

    5.025

    %

    6,265,685

     

    8.50% Senior Notes due 2032 (1)

     

    5,911,530

     

    (25,169

    )

    5,886,361

     

    153,536

     

    6,039,897

     

    9.01

    %

    6,324,531

     

    6.625% Senior Notes due 2040 (1)

     

    11,823,060

     

    (139,592

    )

    11,683,468

     

    361,178

     

    12,044,646

     

    7.05

    %

    12,613,632

     

    5% Senior Notes due 2045 (1)

     

    19,705,100

     

    (463,707

    )

    19,241,393

     

    142,315

     

    19,383,708

     

    5.39

    %

    20,304,015

     

    6.125% Senior Notes due 2046 (1)

     

    17,734,590

     

    (133,647

    )

    17,600,943

     

    452,602

     

    18,053,545

     

    6.495

    %

    18,907,580

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total U.S. dollar debt

     

    72,908,870

     

    (1,079,185

    )

    71,829,685

     

    1,445,480

     

    73,275,165

     

     

     

    87,093,672

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Mexican peso debt:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    7.38% Notes due 2020 (2)

     

    10,000,000

     

    (19,984

    )

    9,980,016

     

    127,100

     

    10,107,116

     

    7.433

    %

    10,106,213

     

    TIIE + 0.35% Notes due 2021 (2)

     

    6,000,000

     

    (6,896

    )

    5,993,104

     

    21,902

     

    6,015,006

     

    7.81

    %

    6,006,902

     

    TIIE + 0.35% Notes due 2022 (2)

     

    5,000,000

     

    (7,612

    )

    4,992,388

     

    13,957

     

    5,006,345

     

    7.84

    %

    5,000,632

     

    8.79% Notes due 2027 (2)

     

    4,500,000

     

    (23,199

    )

    4,476,801

     

    91,196

     

    4,567,997

     

    8.84

    %

     

    8.49% Senior Notes due 2037 (1)

     

    4,500,000

     

    (14,078

    )

    4,485,922

     

    31,837

     

    4,517,759

     

    8.94

    %

    4,517,035

     

    7.25% Senior Notes due 2043 (1)

     

    6,500,000

     

    (60,197

    )

    6,439,803

     

    40,580

     

    6,480,383

     

    7.92

    %

    6,484,560

     

    Bank loans (3)

     

    6,000,000

     

    (35,646

    )

    5,964,354

     

    6,096

     

    5,970,450

     

    8.93

    %

    1,249,631

     

    Bank loans (Sky) (4)

     

    5,500,000

     

     

    5,500,000

     

    14,854

     

    5,514,854

     

    7.11

    %

    5,500,000

     

    Bank loans (TVI) (5)

     

    2,642,027

     

    (3,949

    )

    2,638,078

     

    3,845

     

    2,641,923

     

    8.54

    %

    2,866,273

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total Mexican peso debt

     

    50,642,027

     

    (171,561

    )

    50,470,466

     

    351,367

     

    50,821,833

     

     

     

    41,731,246

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total debt (6)

     

    123,550,897

     

    (1,250,746

    )

    122,300,151

     

    1,796,847

     

    124,096,998

     

     

     

    128,824,918

     

    Less: Current portion of long-term debt

     

    307,489

     

    (466

    )

    307,023

     

    1,796,847

     

    2,103,870

     

     

     

    2,678,255

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Long-term debt, net of current portion

     

    Ps.

    123,243,408

     

    Ps.

    (1,250,280

    )

    Ps.

    121,993,128

     

    Ps.

     

    Ps.

    121,993,128

     

     

     

    Ps.

    126,146,663

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Finance lease obligations:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Satellite transponder lease obligation (7)

     

    Ps.

    4,938,049

     

    Ps.

     

    Ps.

    4,938,049

     

    Ps.

     

    Ps.

    4,938,049

     

    7.30

    %

    Ps.

    5,522,565

     

    Other (8)

     

    684,725

     

     

    684,725

     

     

    684,725

     

    6.73

    %

    869,261

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total finance lease obligations

     

    5,622,774

     

     

    5,622,774

     

     

    5,622,774

     

     

     

    6,391,826

     

    Less: Current portion

     

    580,884

     

     

    580,884

     

     

    580,884

     

     

     

    575,576

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Finance lease obligations, net of current portion

     

    Ps.

    5,041,890

     

    Ps.

     

    Ps.

    5,041,890

     

    Ps.

     

    Ps.

    5,041,890

     

     

     

    Ps.

    5,816,250

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Other notes payable:

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total other notes payable (9)

     

    Ps.

    3,684,060

     

    Ps.

     

    Ps.

    3,684,060

     

    Ps.

     

    Ps.

    3,684,060

     

    3.00

    %

    Ps.

    4,853,025

     

    Less: Current portion

     

    1,178,435

     

     

    1,178,435

     

     

    1,178,435

     

     

     

    1,202,344

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Other notes payable, net of current portion

     

    Ps.

    2,505,625

     

    Ps.

     

    Ps.

    2,505,625

     

    Ps.

     

    Ps.

    2,505,625

     

     

     

    Ps.

    3,650,681

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    (1)

    The Senior Notes due between 2025 and 2046, in the aggregate outstanding principal amount of U.S.$3,700 million and Ps.11,000,000, are unsecured obligations of the Company, rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness of the Company, and are junior in right of payment to all of the existing and future liabilities of the Company’s subsidiaries. Interest on the Senior Notes due 2025, 2026, 2032, 2037, 2040, 2043, 2045 and 2046, including additional amounts payable in respect of certain Mexican withholding taxes, is 6.97%, 4.86%, 8.94%, 8.93%, 6.97%, 7.62%, 5.26% and 6.44% per annum, respectively, and is payable semi-annually. These Senior Notes may not be redeemed prior to maturity, except (i) in the event of certain changes in law affecting the Mexican withholding tax treatment of certain payments on the securities, in which case the securities will be redeemable, in whole or in part, at the option of the Company; and (ii) in the event of a change of control, in which case the Company may be required to redeem the securities at 101% of their principal amount. Also, the Company may, at its own option, redeem the Senior Notes due 2025, 2026, 2037, 2040, 2043 and 2046, in whole or in part, at any time at a redemption price equal to the greater of the principal amount of these Senior Notes or the present value of future cash flows, at the redemption date, of principal and interest amounts of the Senior Notes discounted at a fixed rate of comparable U.S. or Mexican sovereign bonds. The Senior Notes due 2026, 2032, 2040, 2043, 2045 and 2046 were priced at 99.385%, 99.431%, 98.319%, 99.733%, 96.534%, and 99.677%, respectively, for a yield to maturity of 4.70%, 8.553%, 6.755%, 7.27%, 5.227% and 6.147%, respectively. The Senior Notes due 2025 were issued in two aggregate principal amounts of U.S.$400 million and U.S.$200 million, and were priced at 98.081% and 98.632%, respectively, for a yield to maturity of 6.802% and 6.787%, respectively. The agreement of these Senior Notes contains covenants that limit the ability of the Company and certain restricted subsidiaries engaged in the Group’s Content segment, to incur or assume liens, perform sale and leaseback transactions, and consummate certain mergers, consolidations and similar transactions. The Senior Notes due 2025, 2026, 2032, 2037, 2040, 2045 and 2046 are registered with the U.S. Securities and Exchange Commission (“SEC”). The Senior Notes due 2043 are registered with both the SEC and the Mexican Banking and Securities Commission (“Comisión Nacional Bancaria y de Valores”). In December 2017, the Company prepaid the principal outstanding amount of U.S.$500 million Senior Notes due 2018 at an aggregate redemption price of Ps.9,841,716 (U.S.$511.7 million), which included related fees and accrued and unpaid interest at the redemption date (see Note 22).

     

    (2)

    In 2010, 2014, 2015 and October 2017, the Company issued Notes (“Certificados Bursátiles”) due 2020, 2021, 2022 and 2027, respectively, through the Mexican Stock Exchange (“Bolsa Mexicana de Valores”) in the aggregate principal amount of Ps.10,000,000, Ps.6,000,000, Ps.5,000,000 and Ps.4,500,000, respectively. Interest on the Notes due 2020 is 7.38% per annum and is payable semi-annually. Interest on the Notes due 2021 and 2022 is the Equilibrium Interbank Interest Rate (“Tasa de Interés Interbancaria de Equilibrio” or “TIIE”) plus 35 basis points per annum and is payable every 28 days. Interest on the Notes due 2027 is 8.79% per annum and is payable semi-annually. The Company may, at its own option, redeem the Notes due 2020 and 2027, in whole or in part, at any semi-annual interest payment date at a redemption price equal to the greater of the principal amount of the outstanding Notes and the present value of future cash flows, at the redemption date, of principal and interest amounts of the Notes discounted at a fixed rate of comparable Mexican sovereign bonds. The Company may, at its own option, redeem the Notes due 2021 and 2022, in whole or in part, at any date at a redemption price equal to the greater of the principal amount of the outstanding Notes and an average price calculated from prices to be provided at the redemption date by two Mexican financial pricing companies. The agreement of these Notes contains covenants that limit the ability of the Company and certain restricted subsidiaries appointed by the Company’s Board of Directors, and engaged in the Group’s Content segment, to incur or assume liens, perform sale and leaseback transactions, and consummate certain mergers, consolidations and similar transactions.

     

    (3)

    In November and December 2017, the Company entered into long-term credit agreements with three Mexican banks, in the aggregate principal amount of Ps.6,000,000, and an annual interest rate payable on a monthly basis of 28-day TIIE plus a range between 125 and 130 basis points , and principal maturities between 2022 and 2023. The proceeds of these loans were used primarily for the prepayment in full of the Senior Notes due 2018. Under the terms of these loan agreements, the Company is required to (a) maintain certain financial coverage ratios related to indebtedness and interest expense; and (b) comply with the restrictive covenant on spin-offs, mergers and similar transactions. In 2016 includes a long-term credit agreement entered into by the Company with a Mexican bank in the principal amount of Ps.1,250,000 with principal maturities between 2017 and 2018, and an annual interest rate payable on a monthly basis of 28-day TIIE plus 117.5 basis points. The Company prepaid the remaining principal amount of this credit agreement in fourth quarter of 2017, in the aggregate amount of Ps.629,311, which included accrued and unpaid interest. In 2015, included (i) a long-term bank loan entered into by the Company with a Mexican bank in the principal amount of Ps.1,782,000, with a maturity in 2016, and an annual interest rate payable on a monthly basis of 28-day TIIE plus 15 basis points in 2014, a range between 30 and 70 basis points in 2015, and a range between 70 and 80 basis points in 2016; and (ii) a credit agreement entered into by the Company with a Mexican bank in the aggregate principal amount of Ps.500,000, with a maturity in 2016, and an annual interest rate payable on a monthly basis of 28-day TIIE plus a range between 0 and 30 basis points in 2015, and a range between 30 and 80 basis points in 2016. The proceeds of this credit agreement were used by the Group to prepay long-term debt previously entered into by Telecable and related accrued interest in the aggregate amount of Ps.507,632 (see Note 3). In June 2015, the Company prepaid long-term bank loans in the aggregate amount of Ps.1,600,000, with original principal maturities between 2017 and 2021, and an annual interest rate payable on a monthly basis of a range between 8.77% and 9.4%. The aggregate amount paid by the Company amounted to Ps.1,814,312, which included related accrued interest and fees. In September 2014, the Company prepaid long-term credits in the aggregate principal amount of Ps.4,500,000, which were originally due in 2016. As described below, the Company used funds received from Sky to prepay a portion of its Mexican peso outstanding long-term loans with original maturities between 2016 and 2017 in the aggregate principal amount of Ps.3,532,000. Total cash used for these prepayments amounted to Ps.3,568,838, which included the partial settlement of a derivative contract which the Company contracted to cover the rate risk in this loan and accrued interest.

     

    (4)

    In June 2015, Sky prepaid two long-term loans in the principal amount of Ps.1,400,000 and Ps.2,100,000, with an original maturity in 2016, and annual interest of TIIE plus 24 basis points and 8.74%, respectively, which was payable on a monthly basis. The aggregate amount paid by Sky amounted to Ps.3,651,712, which included related accrued interest, the settlement of a related derivative contract, and fees. This prepayment was funded primarily by a long-term loan made by the Company in the principal amount of Ps.3,500,000, with a maturity in 2022, and an annual interest rate of 7.38%, which is payable on a monthly basis. In March 2016, Sky (i) entered into long-term debt agreements with two Mexican banks in the aggregate principal amount of Ps.5,500,000, with maturities in 2021 and 2023, and interest payable on a monthly basis and an annual rate in the range of 7.0% and 7.13%; and (ii) prepaid to the Company an outstanding amount in connection with a long-term loan in the principal amount of Ps.3,500,000.

     

    (5)

    In 2017 and 2016, included outstanding balances in the aggregate principal amount of Ps.2,642,027 and Ps.2,868,686, respectively, in connection with certain credit agreements entered into by TVI with Mexican banks, with maturities between 2017 and 2022, bearing interest at an annual rate of TIIE plus a range between 100 and 125 basis points, which is payable on a monthly basis. Under the terms of these credit agreements, TVI is required to comply with certain restrictive covenants and financial coverage ratios.

     

    (6)

    Total debt as of December 31, 2016, is presented net of unamortized finance costs in the aggregate amount of Ps.1,290,595, and interest payable in the aggregate amount of Ps.1,827,307.

     

    (7)

    Starting from the fourth quarter of 2012, Sky is obligated to pay a monthly fee of U.S.$3.0 million under a capital lease agreement entered into with Intelsat Global Sales & Marketing Ltd. (“Intelsat”) in March 2010 for satellite signal reception and retransmission service from 24 KU-band transponders on satellite IS-21, which became operational in October 2012. The service term for IS-21 will end at the earlier of (a) the end of 15 years or (b) the date IS-21 is taken out of service (see Note 11).

     

    (8)

    Includes minimum lease payments of property and equipment under leases that qualify as finance leases. In 2017 and 2016, includes Ps.571,420 and Ps.683,474, respectively, in connection with a lease agreement entered into by a subsidiary of the Company and GTAC, for the right to use certain capacity of a telecommunications network through 2029 (see Note 19). This lease agreement provides for annual payments through 2024. Other finance leases have terms which expire at various dates between 2017 and 2020.

     

    (9)

    Notes payable issued by the Company in connection with the acquisition in 2016 of a non-controlling interest in TVI. In 2017 and 2016, cash payments to be made between 2017 and 2020 related to these notes payable amounted to an aggregate of Ps.3,808,395 and Ps.5,106,250, respectively, including interest of Ps.316,395 and Ps.356,250, respectively (see Note 3). Accumulated accrued interest for this transaction amounted to Ps.192,060 and Ps.103,025, as of December 31, 2017 and 2016, respectively. This was regarded as a Level 2 debt which was fair valued using a discount cash flow approach, which discounts the contractual cash flows using discount rates derived from observable market price of other quotes debt instruments. In March 2017, the Group prepaid a portion of the outstanding other notes payable with original maturities in August 2017 and 2018, for an aggregate amount of Ps.1,292,438, which included accrued interest at the payment date.

     

    As of December 31, 2017, the Group has complied with the covenants contained in the debt agreements.

     

    As of December 31, 2017 and 2016, the outstanding principal amounts of Senior Notes of the Company that have been designated as hedging instruments of the Group’s investments in UHI and the initial investment in Open Ended Fund (hedged items) were as follows (see Notes 2 (e) and 4):

     

     

     

    December 31, 2017

     

    December 31, 2016

     

    Hedged Items

     

    Millions of
    U.S. dollars

     

    Thousands of
    Mexican
    pesos

     

    Millions of
    U.S. dollars

     

    Thousands of
    Mexican
    pesos

     

    Investment in shares of UHI (net investment hedge)

     

    U.S.$

    413.3

     

    Ps.

    8,144,843

     

    U.S.$

    350.7

     

    Ps.

    7,236,587

     

    Warrants issued by UHI (foreign currency fair value hedge)

     

    1,847.0

     

    36,395,183

     

    1,855.9

     

    38,298,606

     

    Open Ended Fund (foreign currency fair value hedge)

     

    180.0

     

    3,546,918

     

    180.0

     

    3,817,586

     

     

     

     

     

     

     

     

     

     

     

    Total

     

    U.S.$

    2,440.3

     

    Ps.

    48,086,944

     

    U.S.$

    2,386.6

     

    Ps.

    49,352,779

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    The foreign exchange gain (loss) derived from the Company’s long-term debt designed as a hedge that was recognized in other comprehensive income or loss and offset by the foreign currency translation gain or loss derived from the hedged net investment in shares of UHI amounted to Ps.260,133 and Ps.(1,189,430) for the years ended December 31, 2017 and 2016, respectively. The foreign exchange (loss) gain derived from the hedged Warrants issued by UHI and the initial investment in Open Ended Fund that was recognized in the consolidated statement of income and offset by the foreign exchange gain or loss derived from the Company’s long-term debt designated as an effective hedge amounted to Ps.(1,622,976) and Ps.(167,490), respectively, for the year ended December 31, 2017, and Ps.6,891,428 and Ps.615,528, respectively, for the year ended December 31, 2016 (see Notes 9 and 22).

     

    Maturities of Debt and Finance Lease Obligations

     

    Debt maturities for the years subsequent to December 31, 2017, are as follows:

     

     

     

    Nominal

     

    Unamortized
    Finance Costs

     

    2018

     

    Ps.

    307,489

     

    Ps.

    (466

    )

    2019

     

    989,156

     

    (1,537

    )

    2020

     

    10,492,489

     

    (20,700

    )

    2021

     

    7,992,489

     

    (7,246

    )

    2022

     

    11,860,404

     

    (29,139

    )

    Thereafter

     

    91,908,870

     

    (1,191,658

    )

     

     

     

     

     

     

     

     

    Ps.

    123,550,897

     

    Ps.

    (1,250,746

    )

     

     

     

     

     

     

     

     

     

    Future minimum payments under finance lease obligations for the years subsequent to December 31, 2017, are as follows:

     

    2018

     

    Ps.

    1,001,456

     

    2019

     

    910,797

     

    2020

     

    919,007

     

    2021

     

    762,952

     

    2022

     

    736,144

     

    Thereafter

     

    3,417,931

     

     

     

     

     

     

     

    7,748,287

     

    Less: Amount representing interest

     

    2,125,513

     

     

     

     

     

     

     

    Ps.

    5,622,774

     

     

     

     

     

     

     

    A reconciliation of long-term debt and finance lease obligations arising from financing activities in the Group’s consolidated statement of cash flows for the year ended December 31, 2017, is as follows:

     

     

     

     

     

    Cash Flow

     

    Non-Cash Changes

     

     

     

     

     

    Balance as of
    January 1, 2017

     

    New Debt

     

    Payments

     

    Foreign
    Exchange
    Income

     

    Interest

     

    Balance as of
    December 31,
    2017

     

    Debt

     

    Ps. 

    128,288,206

     

    Ps.

    10,500,000

     

    Ps.

    (11,094,159

    )

    Ps.

    (4,143,150

    )

    Ps.

     

    Ps.

    123,550,897

     

    Satellite transponder lease obligations

     

    5,522,565

     

     

    (351,335

    )

    (233,181

    )

     

    4,938,049

     

    Finance lease obligations

     

    869,261

     

     

    (218,376

    )

     

    33,840

     

    684,725

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Total debt and lease obligations

     

    Ps. 

    134,680,032

     

    10,500,000

     

    (11,663,870

    )

    Ps.

    (4,376,331

    )

    Ps.

    33,840

     

    Ps.

    129,173,671

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Finance cost

     

     

     

    (50,042

    )

     

     

     

     

     

     

     

    Expense on Senior Notes prepayment

     

     

     

     

    (158,496

    )

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    Cash in financing activities

     

     

     

    Ps.

    10,449,958

     

    Ps.

    (11,822,366

    )

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    In March 2018, the Company executed a revolving credit facility with a syndicate of banks, for up to an amount equivalent to U.S.$583 million payable in Mexican pesos, for a three-year term. The funds may be used for the repayment of existing indebtedness and such other general corporate purposes as may be authorized by the Board of Directors of the Company.