Along with the ABS-CBN and TV5 deal, Cignal Cable also entered into a Sale and Purchase Agreement with Sky Vision, ABS-CBN, and Lopez, Inc. to acquire shares of Sky Cable.
Cignal Cable will acquire 38.88% of the total issued and outstanding capital stock (the “Sale Shares”) of Sky Cable Corporation (“Sky Cable”), for a total consideration of PHP 2.862 billion.
Cignal Cable’s investment is expected to benefit Sky Cable’s existing customer base consisting of over 300 thousand cable subscribers and close to 350 thousand broadband subscribers as of the end of June 2022. It will also allow it to expand its coverage, offerings, and services, as well as enable it to expand its broadband reach and capacity.
On the other hand, Cignal Cable believes that its entry into Sky Cable will strengthen and enhance its public services offerings. Sky Cable operates Knowledge Channel and DepEd Channel, which has become learning platforms for the Filipino youth during the pandemic. Cignal Cable plans to expand the public services programs that will be offered by Sky Cable to assist the Government in providing public services to the Filipinos, particularly in remote areas.
Simultaneously with the execution of the Sale and Purchase Agreement, the parties executed a Debt Instruments Agreement, whereby Sky Vision Corporation agreed to issue an Exchangeable Debt Instrument (the “Debt Instrument”) to Cignal Cable with a face value of PHP 4.388 billion. The Debt Instrument gives Cignal Cable the option to acquire additional Sky Cable shares equivalent to 61.12% of the outstanding capital stock of Sky Cable after 8 years from its issuance, subject to obtaining regulatory approvals. Under the Debt Instruments Agreement, Cignal Cable will also acquire a Convertible Note issued by Sky Cable (the “Convertible Note”) with a face value of PHP 250 million and convertible into primary shares of Sky Cable representing about 1.84% of outstanding capital stock.
The proceeds of the sale of the Sale Shares, the Convertible Note and the issuance of the Debt Instrument in the total amount of PHP 7.5 billion will be used to repay certain obligations of ABS-CBN and Sky Vision and to fund the investment of ABS-CBN in TV5.
ePLDT, a subsidiary of PLDT, Inc., will fund, through a loan extended to Cignal Cable, the Php7.5Bn acquisition cost of Cignal Cable of the Sale Shares and the foregoing debt instruments.
Financial closing is expected within the month of August 2022.