NEW YORK, Jan. 4, 2022 /PRNewswire/ -- Globo Comunicação e Participações S.A. (the "Company" or "Globo") today announced that it has commenced cash tender offers (the "Tender Offers") to purchase any and all of its outstanding 4.843% Senior Notes due 2025 (the "4.843% Notes") and any and all of its outstanding 5.125% Senior Notes due 2027 (the "5.125% Notes" and, together with the 4.843% Notes, the "Notes"), as set forth in the table below:
Title of Security | CUSIP / ISIN Nos. | Outstanding | Issuer | Tender Offer | ||||
4.843% Senior | 37957TAK7 | $325,000,000 | Globo Comunicação e | $1,047.50 | ||||
P47773AN9 | ||||||||
5.125% Senior | 37959DAA2 | $200,000,000 | Globo Comunicação e | $1,032.50 | ||||
P47777AA8 USP47777AA86 |
(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 applicable Tender Offer Consideration, up to, but not including, the Any and All Settlement Date, which is expected to be on January 18, 2022. |
The Tender Offers are 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 Offers.
The Tender Offers will expire at 5:00 p.m. New York City Time on January 12, 2022, 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 applicable Tender Offer Consideration, plus accrued and unpaid interest up to, but not including, the Any and All Settlement Date, which is expected to be on January 18, 2022. Tendered Notes may be withdrawn at or prior to the earlier of (i) the Expiration Time or (ii) if either or both of the Tender Offers are extended, the 10th business day after commencement of such Tender Offer. For the withdrawal of a tendered Note to be valid, such withdrawal must comply with the procedures set forth in "Principal Terms of the Tender Offers—Withdrawal of Tenders" in the Offer to Purchase.
The Tender Offers for the Notes are 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 Tender Offer 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 Offers. The conditions to the Tender Offers are for the sole benefit of Globo and may be asserted by Globo, regardless of the circumstances giving rise to any such condition (including any action or inaction by Globo). Globo reserves the right, in its sole discretion, to waive any and all conditions of the Tender Offers, at or prior to the Expiration Time. The Tender Offers are not subject to a minimum principal amount of Notes being tendered. See "Principal Terms of the Tender Offers—Conditions of the Tender Offers" in the Offer to Purchase.
Subject to applicable law and the terms set forth in the Offer to Purchase, Globo reserves the right to: (i) extend or otherwise amend the withdrawal deadline for tendered Notes or the Expiration Time, (ii) waive or modify in whole or in part any and all conditions to the Tender Offers; (iii) modify or terminate the Tender Offers; and (iv) otherwise amend the Tender Offers in any respect. In the event of the termination of the Tender Offers, the Notes tendered pursuant to the Tender Offers and not previously accepted and purchased will be promptly returned to the tendering Holders.
If a Holder does not tender its Notes they will remain outstanding. If Globo consummates the Tender Offers, the trading market for a Holder's outstanding Notes may be significantly more limited. For a discussion of this and other risks, see "Certain Considerations—The Tender Offers May Adversely Affect the Market Value and Reduce the Liquidity of any Trading Market for the Notes." in the Offer to Purchase.
The Company has retained Goldman Sachs & Co. LLC, Itau BBA USA Securities, Inc., and Morgan Stanley & Co. to serve as the Dealer Managers for the Tender Offers. Questions regarding the Tender Offers 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) or 888-770-4828 (toll free) and Morgan Stanley & Co. at 212-761-1057 (collect) or 800-624-1808 (toll free).
The Company has also retained D.F. King & Co., Inc. to serve as the Information and Tender Agent for the Tender Offers.
The Tender Offers are 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 800-967-5074 (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 Offers. The Tender Offers are being made only by, and pursuant to the terms of, the Offer Documents. The Tender Offers are 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, and do not constitute an offer to buy or the solicitation of an offer to sell Notes in any jurisdiction or in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer, the Tender Offers will be deemed to be made on behalf of Globo by the Dealer Managers or one or more registered brokers or dealers licensed under the laws of such jurisdiction. If Globo becomes aware of any jurisdiction in which the making of the Tender Offers would not be in compliance with such laws, Globo will make a good faith effort to comply with any such laws or may seek to have such laws declared inapplicable to the Tender Offers. If, after such good faith effort, Globo cannot comply with any such applicable laws, the Tender Offers will not be made to the Holders of Notes residing in each 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 Offers. Holders must make their own decision as to whether to participate in the Tender Offers, and, if so, the principal amount of Notes to tender. 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 Offers other than the information and representations contained in the Offer Documents.
THE OFFER TO PURCHASE AND THIS COMMUNICATION CONTAIN CERTAIN IMPORTANT INFORMATION THAT SHOULD BE READ BEFORE ANY DECISION IS MADE WITH RESPECT TO THE TENDER OFFERS, IN PARTICULAR, SEE "CERTAIN CONSIDERATIONS" IN THE OFFER TO PURCHASE FOR A DISCUSSION OF CERTAIN FACTORS HOLDERS SHOULD CONSIDER IN CONNECTION WITH THE TENDER OFFERS.
NEITHER THE OFFER TO PURCHASE NOR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFERS HAVE BEEN FILED WITH OR REVIEWED BY THE FEDERAL OR ANY STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THE OFFER TO PURCHASE OR ANY OF THE OFFER DOCUMENTS RELATING TO THE TENDER OFFERS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
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 Offers. 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 is set forth in the Offer to Purchase. Globo does not undertake an obligation to update forward-looking statements.
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, with one of the most frequently accessed digital content portfolios in the country, as well as a streaming platform mainly focused on Brazilian users present in Brazil, Canada, the United States and Europe. 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.
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
