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1000000000 Due from 360 TV AZTECA, SAB DE CV

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1000000000 Due from 360 TV AZTECA, SAB DE CV TV AZTECA, S.A.B. DE C.V. $1,000,000,000 Medium-Term Note Programme Due from 360 Days to 10 Years from the Date of Issue Azteca may from time to time issue medium-term notes (the "Notes") under the programme (the "Programme") described in this offering circular (the "Offering Circular"). All Notes having the same interest payment dates, issue price and maturity date, bearing interest at the same rate and the terms of which are otherwise identical constitute a "Series." The Notes will have the following characteristics: The Notes may be issued in any currency. The Notes will have maturities of not less than 360 days nor more than 10 years. The maximum principal amount of all Notes from time to time outstanding under the Programme will not exceed $1,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement (as defined below)). The Notes may be issued at their nominal amount or at a premium over or discount to their nominal amount and/or may bear interest at a fixed rate or floating rate. The Notes will be issued in either registered or bearer form. The Notes will be fully, unconditionally and jointly and severally guaranteed by Televisión Azteca, S.A. de C.V., Azteca International Corporation, Inversora Mexicana de Producción, S.A. de C.V., Estudios Azteca, S.A. de C.V., Azteca Novelas, S.A. de C.V., and Operadora Mexicana de Televisión, S.A. de C.V. (the "Guarantors" and each a "Guarantor"). See "The Guarantors." The Notes may be issued as unsecured Notes or as secured Notes. Any terms and conditions that differ from those contained herein which are applicable to a particular Series of Notes, including the interest rate, if any, applicable to such Series, will be set forth in a pricing supplement relating to such Series (a "Pricing Supplement"), which for the purposes of listing and trading, shall be deemed to be incorporated in, and to form part of, the Series Listing Particulars (as defined in such Pricing Supplement). The applicable Pricing Supplement relating to a particular Series of Notes may specify other terms and conditions which shall, to the extent so specified, replace or modify the terms and conditions set forth in this Offering Circular with respect to such Series of Notes. Notes issued under the Programme may at any time, but are not required to, be listed on one or more stock exchanges. Application has been made for this Offering Circular to be approved by the Irish Stock Exchange. Azteca may apply for any Series of Notes to be issued under the Programme to be admitted to the Official List of the Irish Stock Exchange and trading on its Global Exchange Market, as set forth in the applicable Pricing Supplement. This Offering Circular constitutes "Base Listing Particulars" for the purpose of any such listing and trading. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE REGISTRO NACIONAL DE VALORES (THE "NATIONAL SECURITIES REGISTRY") MAINTAINED BY THE COMISION NACIONAL BANCARIA Y DE VALORES (THE NATIONAL BANKING AND SECURITIES COMMISSION, OR "CNBV"), AND MAY NOT BE OFFERED OR SOLD PUBLICLY, OR OTHERWISE BE THE SUBJECT OF BROKERAGE ACTIVITIES, IN MEXICO, EXCEPT PURSUANT TO A PRIVATE PLACEMENT EXEMPTION SET FORTH UNDER ARTICLE 8 OF THE LEY DEL MERCADO DE VALORES, AS AMENDED (THE "MEXICAN SECURITIES MARKET LAW," OR "LMV"). AS REQUIRED UNDER THE LMV, AZTECA WILL NOTIFY THE CNBV OF THE ISSUANCE OF THE NOTES INCLUDING THE PRINCIPAL CHARACTERISTICS OF THE NOTES AND THE OFFERING OF THE NOTES OUTSIDE OF MEXICO. SUCH NOTICE WILL BE DELIVERED TO THE CNBV TO COMPLY WITH A LEGAL REQUIREMENT AND FOR INFORMATION PURPOSES ONLY, AND THE DELIVERY TO AND THE RECEIPT BY THE CNBV OF SUCH NOTICE, DOES NOT CONSTITUTE OR IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES, THE SOLVENCY, LIQUIDITY OR CREDIT QUALITY OF THE ISSUER OR THE GUARANTORS OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED IN THIS OFFERING CIRCULAR. THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR IS EXCLUSIVELY THE RESPONSIBILITY OF THE ISSUER AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. IN MAKING AN INVESTMENT DECISION, ALL INVESTORS, INCLUDING ANY MEXICAN INVESTORS WHO MAY ACQUIRE NOTES FROM TIME TO TIME, MUST RELY ON THEIR OWN REVIEW AND EXAMINATION OF THE ISSUER AND THE GUARANTORS. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act ("Regulation S")). This Offering Circular has been prepared by the Issuer for use in connection with the offer and sale of the Notes outside the United States to non-U.S. persons pursuant to Regulation S. For a description of these and certain further restrictions on offers and sales of the Notes and distribution of this Offering Circular, see "Selling Restrictions." The date of this Offering Circular is September 4, 2013 CPAM: 5509473.22 TABLE OF CONTENTS Page IMPORTANT NOTICE ................................................................................................................................................1 DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS ...................................................................3 PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION ......................................................4 SUMMARY OF THE PROGRAMME .........................................................................................................................6 FORM OF PRICING SUPPLEMENT ..........................................................................................................................9 RISK FACTORS .........................................................................................................................................................12 USE OF PROCEEDS ..................................................................................................................................................22 THE BUSINESS .........................................................................................................................................................23 EXCHANGE RATES..................................................................................................................................................44 FINANCIAL INFORMATION...................................................................................................................................45 GOVERNANCE..........................................................................................................................................................62 RELATED PARTY TRANSACTIONS AND CONFLICTS OF INTEREST............................................................67 THE GUARANTORS .................................................................................................................................................69 TERMS AND CONDITIONS.....................................................................................................................................71 SELLING RESTRICTIONS .......................................................................................................................................85 TAXATION ................................................................................................................................................................90 AVAILABLE INFORMATION .................................................................................................................................93 LISTING AND GENERAL INFORMATION............................................................................................................94 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS........................................................................... F-1 i IMPORTANT NOTICE In this Offering Circular, unless otherwise specified or the context otherwise requires, all references to "Azteca" and the "Issuer" mean TV Azteca, S.A.B. de C.V. together with its consolidated subsidiaries. The information contained in this Offering Circular relating to the Issuer, the Guarantors and their subsidiaries and affiliates has been obtained from the Issuer and the Guarantors and is solely the responsibility of Azteca. Azteca, having taken all reasonable care, confirms that the information contained in this Offering Circular is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. This Offering Circular contains summary information provided by the Issuer and the Guarantors in connection with the Programme under which the Issuer may issue Notes from time to time, provided that the aggregate principal amount of Notes outstanding at any time under the Programme will not exceed $1,000,000,000 (or its equivalent in other currencies calculated as described in the Programme Agreement). The amount of the Programme may be increased from time to time. The Trustee has not independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Trustee as to the accuracy or completeness of this Offering Circular or any supplement hereto. The Issuer and the Guarantors may at any time and from time to time appoint one or more dealers
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