NEW YORK, Jan. 8, 2020 /PRNewswire/ -- Globo Comunicação e Participações S.A. (the "Company" or "Globo") today announced that it has commenced a cash tender offer (the "Tender Offer") to purchase any and all of the outstanding 4.875% Senior Notes due 2022 as set forth in the table below (the "Notes").
Title of Security | CUSIP / | Outstanding Principal | Issuer | Consideration | |
4.875% Senior Notes due | 37957T AH4 US37957TAH41
| }$300,000,000 | Globo | $1,053.75(1) | |
P47773 AL3 USP47773AL38 | |||||
(1) Per $1,000 principal amount of Notes and excluding accrued and unpaid interest from the applicable last interest payment date, which will be paid in addition to the Consideration, up to the Any and All Settlement Date, which is expected to be on January 23, 2020. | |||||
The Tender Offer is made pursuant to an Offer to Purchase dated today and a related Notice of Guaranteed Delivery (collectively, and each as amended and supplemented from time to time, the "Offer Documents"), which set forth the terms and conditions of the Tender Offer.
The Tender Offer will expire at 8:30 a.m. New York City Time on January 16, 2020, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time"). Holders of Notes must validly tender and not validly withdraw their Notes at or prior to the Expiration Time to be eligible to receive the Consideration, plus accrued and unpaid interest up to, but not including, the Any and All Settlement Date, which is expected to be on January 23, 2020. Tendered Notes may be withdrawn at or prior to the earlier of (a) the Expiration Time or (b) if the Tender Offer is extended, the 10th business day after commencement of the Tender Offer.
The Tender Offer for the Notes is conditioned upon the satisfaction of certain conditions, including the receipt by the Company of net proceeds from one or more new debt financings on terms and conditions satisfactory to the Company in an amount, together with other available sources of cash, that is sufficient to pay (i) the Consideration in respect to all the Notes (regardless of the actual amount of Notes tendered) and (ii) estimated fees and expenses relating to the Tender Offer. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered.
The Company has retained Goldman Sachs & Co. LLC, Itau BBA USA Securities, Inc. and Santander Investment Securities Inc. to serve as the Dealer Managers for the Tender Offer. Questions regarding the Tender Offer should be directed to Goldman Sachs & Co. LLC at 212-357-1452 (collect) or 800-828-3182 (toll free), Itau BBA USA Securities, Inc. at 212-710-6749 (collect) and Santander Investment Securities Inc. at 212-940-1442 (collect) or 855-404-3636 (toll free).
The Company has also retained D.F. King & Co., Inc. to serve as the Information and Tender Agent for the Tender Offer.
The Tender Offer is being made pursuant to the terms and conditions contained in the Offer to Purchase and Notice of Guaranteed Delivery, copies of which may be obtained from D.F. King & Co., Inc. New York: 212-269-5550 (Banks and Brokers) or 800-330-5897 (toll free), or via globo@dfking.com.
Copies of the Offer to Purchase and Notice of Guaranteed Delivery are also available at the following web address: www.dfking.com/globo.
This press release is neither an offer to purchase nor a solicitation of an offer to sell any Notes in the Tender Offer. The Tender Offer is being made only by, and pursuant to the terms of, the Offer Documents. The Tender Offer is not being made in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. None of Globo, the information and tender agent, the dealer managers or the trustee, nor any of their affiliates, makes any recommendation as to whether holders should tender or refrain from tendering all or any portion of their Notes in response to the Tender Offer. None of Globo, the information and tender agent, the dealer managers or the trustee, nor any of their affiliates, has authorized any person to give any information or to make any representation in connection with the Tender Offer other than the information and representations contained in the Offer Documents.
About Globo
Globo is the largest media group in Brazil and controls the leading broadcast television network and the leading pay-TV programmer in Brazil, as well as a diversified group of music content companies. Globo has a strong presence in the digital content and multi-platform content distribution business. Globo is indirectly owned by, and is under the leadership of, the Marinho family, whose interests in Brazilian broadcast television date back to 1965 when TV Globo began broadcasting from Rio de Janeiro under the leadership of Mr. Roberto Marinho.
This communication includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding expectations as to the completion of the transactions contemplated by the Tender Offer. The forward-looking statements contained herein involve risks and uncertainties that could cause actual results to differ materially from those referred to in the forward-looking statements. More information about Globo and other risks related to Globo are detailed in Globo's most recent information available on its investor relations website (see below). Globo does not undertake an obligation to update forward-looking statements.
Globo maintains an Internet website at http://globoir.globo.com. Globo uses its website as a channel of distribution of material company information to holders of the Notes. Financial information regarding Globo is posted quarterly in the "restricted area" section of the website at http://globoir.globo.com. Globo's website and the information posted on it or connected to it shall not be deemed to be incorporated by reference into this communication.
Additional factors that may affect future results and conditions are described in Globo's financial reports, which are available at Globo's investor relations website at http://globoir.globo.com.
Investor Contact:
José Brandileone
e-mail: ir@gglobo.com.br
Tel: (21) 2155 4000
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SOURCE Globo Comunicação e Participações S.A
