PUBLIC NOTICE Federal Communications Commission 445 12th St., S.W. Washington, D.C. 20554 News Media Information 202 / 418-0500 Internet: http://www.fcc.gov TTY: 1-888-835-5322 DA 16-776 Released: July 7, 2016 MEDIA BUREAU ANNOUNCES FILING OF PETITION FOR DECLARATORY RULING BY UNIVISION AND TELEVISA AND PERMIT-BUT-DISCLOSE EX PARTE STATUS FOR THE PROCEEDING MB Docket No. 16-217 Comments Due: August 8, 2016 Replies Due: September 7, 2016 Univision Holdings, Inc. (Univision) and Grupo Televisa, S.A.B. (Televisa, jointly the Parties) have filed a petition for declaratory ruling (Petition) and a Supplement to Petition for Declaratory Ruling (Supplement) asking the Commission to permit Univision to accept foreign investment in excess of the 25 percent benchmark set forth in Section 310(b)(4) of the Communications Act of 1934, as amended (the Act). They are seeking a ruling authorizing up to 49 percent aggregate foreign investment (equity and voting) in Univision, including up to a 40 percent equity and voting interest in Univision to be held by Televisa and its affiliates.1 In their filings, the Parties state that the Petition was filed in connection with an anticipated Initial Public Offering of Univision’s common stock and the issuance to Televisa in July 2015 of warrants exercisable for shares of Univision’s common stock, subject to compliance with certain regulatory and contractual conditions. They state that grant of the relief requested would enable Univision to accommodate increased foreign investment that may result from public participation in the IPO, facilitate the exercise of the Televisa warrants, and accommodate additional investment by Televisa, a Mexican company that is an existing investor in, and business partner of, Univision.2 In the Supplement, the Parties lay out Univision’s current Ownership structure, under which six private equity groups and Televisa, none of which has a controlling interest, own 96.8 percent of the equity and control 95.2 percent of the voting interest in the company.3 The remaining interests are held by Univision’s employees and nonattributable institutional investors, all whose interests fall below the five 1 Televisa supplies approximately 35 percent of Univision’s programming and more than 50 percent of Univision’s content across all of its broadcast, cable, and online platforms.) 2 There are no applications for assignment of license or transfer of control associated with the Petition. 3 Supplement at 2-5. 2percent benchmark.4 According to the Supplement, foreign investors currently hold approximately 15.6 percent of the equity in Univision, which includes 10 percent of the equity held by Televisa.5 In addition, the Supplement indicates that foreign investors hold 19.9 percent of the voting interest in Univision, including Televisa’s 14.4 percent share. 6 The Parties say they are unable to state the precise amount of shares that will be made available for purchase in the IPO, the amount of shares that will be purchased, or the allocation of those shares between foreign and domestic purchasers at this time.7 They further state that the percentage of ownership of Televisa and Univisions’ other attributable investors at closing of the IPO will be subject to adjustment based on the results of the IPO.8 The Parties claim that it will be difficult and may be legally impossible for Univision to determine the citizenship of all of its shareholders once it becomes a publicly traded company.9 For all these reasons, the Parties state that they have filed their Petition to ensure Univision’s continued compliance with 310(b)(4) following the IPO and the exercise of Televisa’s warrants.10 The Petition has been found, upon initial review, to be acceptable for filing. The Commission may require Univision and Televisa to submit any additional documents or statements of fact that in its judgment may be necessary. The Commission also reserves the right to return the Petition if, upon further examination, it is determined to be defective and not in conformance with its Rules and policies. EX PARTE STATUS OF THIS PROCEEDING Pursuant to 47 C.F.R. § 1.1200(a), the Commission may adopt modified ex parte procedures in situations where doing so would serve the public interest. We announce that this procedure will be governed by the permit-but-disclose ex parte procedures that are applicable to non-restricted procedures under Section 1.1206 of Commission’s Rules.11 Permit-but-disclose ex parte procedures permit interested parties to make ex parte presentations to the Commissioners and Commission employees and require that these presentations be disclosed in the record of the relevant proceeding. Persons making a written ex parte presentation to the Commissioners or Commission employees must file the written presentation with the Commission’s Secretary no later than two business day after the presentation.12 Persons making oral ex parte presentations must file a summary of the presentation no later than the next business day after the presentation.13 All ex parte 4 Id. at 4, n. 4. Additional details regarding Univision’s current structure are available in the Supplement. 5 Id. at 10. 6 Id. 7 Id. 8 Id. at 11. 9 Id. 10 Id. 11 See 47 C.F.R. §1.1206. 12 47 C.F.R. §1.1206(b)(1). 13 47 C.F.R. §1.1206(b)(2). 3filings must be clearly labeled as such and must reference MB Docket No. 16-217. Parties are reminded that memoranda summarizing the presentation must contain the presentation’s substance and not merely list the subjects discussed.14 More than a one or two sentence description of the views and arguments presented is generally required.15 GENERAL INFORMATION The Petition and all further filings will be available in the Commissions Electronic Comment Filing System (“ECFS”) under Docket 16-217. As of this date, all pleadings, comments and other filings are to be made in ECFS in Docket 16-217. Persons and entities that file comments become parties to the proceeding. They may participate fully in the proceeding, including seeking access to any confidential and/or highly confidential information that may be filed under a protective order. To allow the Commission to consider fully all substantive issues in as timely and efficient a manner as possible, commenters should raise all issues in their initial filings. New issues may not be raised in responses or replies. A party or interested person seeking to raise a new issue after the pleading cycle has closed must show good cause why it was not possible for it to have raised the issue previously. Submissions after the pleading cycle has closed that seek to raise new issues based on new facts or newly discovered facts should be filed within 15 days after such facts are discovered. Absent such a showing of good cause, any issues not timely raised may be disregarded by the Commission. All filings concerning matters referenced in this Public Notice should refer to MB Docket No. 16-217. Pursuant to sections 1.415 and 1.419 of the Commission’s rules, 47 CFR §§ 1.415, 1.419, interested parties may file comments and reply comments on or before the dates indicated on the first page of this document. Comments may be filed using the Commission’s Electronic Comment Filing System (ECFS). See Electronic Filing of Documents in Rulemaking Proceedings, 63 FR 24121 (1998). § Electronic Filers: Comments may be filed electronically using the Internet by accessing the ECFS: http://fjallfoss.fcc.gov/ecfs2/. § Electronic filers shall submit an electronic version of their filing to David Roberts, Attorney Advisor, Video Division, Media Bureau at david.roberts@fcc.gov . Identify the submission with the Docket Number in the subject line. § Paper Filers: Parties who choose to file by paper must file an original and one copy of each filing. Filings can be sent by hand or messenger delivery, by commercial overnight courier, or by first- class or overnight U.S. Postal Service mail. All filings must be addressed to the Commission’s Secretary, Office of the Secretary, Federal Communications Commission. § All hand-delivered or messenger-delivered paper filings for the Commission’s Secretary must be delivered to FCC Headquarters at 445 12th St., SW, Room TW-A325, Washington, DC 20554. The filing hours are 8:00 a.m. to 7:00 p.m. All hand deliveries 14 47 C.F.R. §1.1206(b)(1). 15 Id. 4must be held together with rubber bands or fasteners. Any envelopes and boxes must be disposed of before entering the building. § Commercial overnight mail (other than U.S. Postal Service Express Mail and Priority Mail) must be sent to 9300 East Hampton Drive, Capitol Heights, MD 20743. § U.S. Postal Service first-class, Express, and Priority mail must be addressed to 445 12th Street, SW, Washington DC 20554. § Paper filers shall file serve one copy of their filing on David Roberts, Attorney Advisor, Federal Communications, Media Bureau, Video Division, 445 12th St. SW, Room 2- A771, Washington, D.C. 20554. People with Disabilities: To request materials in accessible formats for people with disabilities (braille, large print, electronic files, audio format), send an e-mail to fcc504@fcc.gov or call the Consumer & Governmental Affairs Bureau at 202-418-0530 (voice), 202-418-0432 (tty). § SUPPLEMENTARY INFORMATION The proceeding this Notice initiates shall be treated as a “permit-but-disclose” proceeding in accordance with the Commission’s ex parte rules.16 Persons making ex parte presentations must file a copy of any written presentation or a memorandum summarizing any oral presentation within two business days after the presentation (unless a different deadline applicable to the Sunshine period applies). Persons making oral ex parte presentations are reminded that memoranda summarizing the presentation must (1) list all persons attending or otherwise participating in the meeting at which the ex parte presentation was made, and (2) summarize all data presented and arguments made during the presentation. If the presentation consisted in whole or in part of the presentation of data or arguments already reflected in the presenter’s written comments, memoranda or other filings in the proceeding, the presenter may provide citations to such data or arguments in his or her prior comments, memoranda, or other filings (specifying the relevant page and/or paragraph numbers where such data or arguments can be found) in lieu of summarizing them in the memorandum. Documents shown or given to Commission staff during ex parte meetings are deemed to be written ex parte presentations and must be filed consistent with rule 1.1206(b). In proceedings governed by rule 1.49(f) or for which the Commission has made available a method of electronic filing, written ex parte presentations and memoranda summarizing oral ex parte presentations, and all attachments thereto, must be filed through the electronic comment filing system available for that proceeding, and must be filed in their native format (e.g., .doc, .xml, .ppt, searchable .pdf). Participants in this proceeding should familiarize themselves with the Commission’s ex parte rules. For further information, contact David Roberts at (202) 418-1618. For Press inquiries, contact Janice Wise at (202) 418-8165. By: Chief, Media Bureau 16 47 C.F.R. §§ 1.1200 et seq.