TV5 and ABS-CBN announce landmark deal

ABS-CBN Corporation ("ABS-CBN") and TV5 Network, Inc. (“TV5”), today announced the execution of an Investment Agreement that will allow ABSCBN to acquire 6,459,393 primary (new) common shares in TV5 representing 34.99% of the total voting and outstanding capital stock of TV5 for an aggregate subscription price of Php2.16Bn.

After the consummation of this subscription, the MediaQuest group’s equity in TV5 will be reduced to 64.79% of the voting and outstanding capital stock and the MediaQuest group will remain to be the controlling shareholder of TV5.

Simultaneously with the execution of the Investment Agreement, the parties will execute a Convertible Note Agreement pursuant to which ABS-CBN to invest in a Convertible Note with a face value of Php1.84Bn to be issued by TV5 (the “Convertible Note”). The Convertible Note will allow ABS-CBN, subject to obtaining applicable regulatory approvals, to acquire additional primary common shares of TV5 after 8 years from the issuance of the Convertible Note, and thereby increase its equity in TV5 to no more than 49.92% of the outstanding capital stock of TV5.

The proceeds of the subscription in the primary common shares and the Convertible Note in the total amount of Php4Bn will fund the capital expenditures and operating expenses of TV5 in pursuing the enhancements of its content and programming and public service offerings.

This transaction is clearly transformational for both companies and is envisaged to significantly enhance significantly TV5’s capability to deliver content and coverage to the Filipino public in the areas of entertainment, news, sports and public services. This is also consistent with the national policy of expanding the private sector’s role of supporting efficient and reliable public services, which TV5 is expected to provide through its - 2 - nationwide network to provide increased nationwide coverage, especially in remote areas.

The transaction is expected to be completed within August 2022, and closing is subject to fulfillment of certain closing conditions.

Manuel V. Pangilinan, Chairman of Mediaquest Holdings said, “We welcome the entry and investment of ABS-CBN in TV5, as ABS-CBN has always been the leading developer and provider of Filipino-related entertainment content not only in the Philippines but overseas as well. Our companies have always had these cherished values of providing top and quality programs in the service of the Filipino people and together we believe we can achieve this in greater measure and success”.

ABS-CBN TV5 Partnership MVP

Mark Lopez, Chairman ABS CBN said “We are excited with this partnership as we see the opportunity to help TV5 grow and strengthen its free to air network. For ABS, it presents a fantastic platform for us to achieve synergies in production content and talent management as well as maximizing our content delivery. We look forward to be of greater service to the public as we come together in taking TV5 to the next level.”

ABS-CBN TV5 Partnership Lopez

Carlo Katigbak, President and CEO of ABS-CBN added, “This partnership is consistent with the strategic intention of ABS-CBN to evolve into a storytelling company whose goal is to reach as wide an audience as possible. In partnership with TV5, we look forward to reaching viewers both on owned platforms and through other broadcast partners, thereby enriching the Philippine creative industry. We hope the industry evolves from being highly competitive to increasingly collaborative, which benefits all stakeholders in the long run.”

ABS-CBN TV5 Deal

The landmark deal comes after activities between the two groups have increased with more Kapamilya programs onboarded on TV5’s Kapatid Network. AlphaPrimus Advisors and Picazo Buyco Tan Fider & Santos advised the MediaQuest group on this transaction while the law firms of Romulo Mabanta and Quiason Makalintal advised ABS-CBN.