Globo Comunicação e Participações S.A. Announces Launch of Cash Tender Offers

RIO DE JANEIRO, Sept. 30, 2024 /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 up to $200.0 million in aggregate principal amount, subject to increase or decrease by Globo, in its sole discretion (the "Maximum Tender Amount") of (i) its outstanding 4.875% Senior Notes due 2030 (the "2030 Notes") from each registered holder of Notes (each a "2030 Note Holder"), subject to the Tender Sub-Cap (as defined herein), and (ii) its outstanding 5.500% Sustainability-Linked Senior Notes due 2032 (the "2032 Notes" and, together with the 2030 Notes, the "Notes") from each registered holder of Notes (each a "2032 Note Holder" and, together with the 2030 Note Holders, the "Holders"), as set forth in the table below:

The Tender Offers are made pursuant to an Offer to Purchase dated today (the "Offer to Purchase"), which set forth the terms and conditions of the Tender Offers. Any capitalized term used but not defined in this press release has the respective meaning set forth in the Offer to Purchase.

The Tender Offers will expire at 5:00 p.m., New York City time, on October 29, 2024, unless extended by the Company (such time and date, as it may be extended, the "Expiration Date"). The deadline for Holders to validly tender (and not validly withdraw) Notes in the Tender Offers and be eligible to receive payment of the applicable Total Consideration, which includes the applicable Tender Offer Consideration and the applicable Early Tender Premium, will be 5:00 p.m., New York City time, on October 11, 2024, unless extended or earlier terminated by the Company (such time and date, as it may be extended or earlier terminated, the "Early Tender Date").

Withdrawal rights with respect to tendered Notes will terminate at 5:00 p.m., New York City time, on October 11, 2024, unless extended or earlier terminated by the Company (such time and date, as it may be extended or earlier terminated, the "Withdrawal Date"). Accordingly, following the Withdrawal Date, Notes validly tendered, including Notes tendered prior to the Withdrawal Date and Notes tendered thereafter, may no longer be validly withdrawn except in certain limited circumstances where additional withdrawal rights are required by applicable law (as determined by the Company).

The applicable "Total Consideration" for each US$1,000 principal amount of each series of Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase pursuant to the Tender Offers will be the amount set forth in the table above, which includes the applicable early tender premium set forth in the table on the cover of the Offer to Purchase (the "Early Tender Premium") and the applicable Tender Offer Consideration set forth in the table above (the "Tender Offer Consideration"), in each case as applicable to each series of Notes. Holders who validly tender Notes after the Early Tender Date but at or prior to the Expiration Date and whose Notes are accepted for purchase will not be entitled to receive the Early Tender Premium and will therefore be entitled to receive only the applicable Tender Offer Consideration and not the Total Consideration. In addition to the Total Consideration or the Tender Offer Consideration, as applicable, all Holders of Notes accepted for purchase will receive accrued and unpaid interest, rounded to the nearest cent, on such $1,000 principal amount of Notes from the last applicable interest payment date up to, but not including, the applicable Settlement Date (the "Accrued Interest").

The Tender Offers are not conditioned upon the tender of any minimum principal amount of Notes. However, the Tender Offers are subject to the Acceptance Priority Procedures (described below), the Maximum Tender Amount and the Tender Sub-Cap.

The Maximum Tender Amount represents the maximum aggregate principal amount of Notes that will be purchased pursuant to the Tender Offers.  Globo reserves the right, but is under no obligation to, increase, decrease or eliminate the Maximum Tender Amount at any time, without extending the Early Tender Date or the Withdrawal Date, subject to applicable law. There can be no assurance that Globo will increase, decrease or eliminate the Maximum Tender Amount.

As indicated in the table above, the Tender Offer for the 2030 Notes is subject to a Tender Sub-Cap of US$150.0 million aggregate principal amount (the "Tender Sub-Cap"). The Tender Sub-Cap represents the maximum aggregate principal amount of 2030 Notes that will be purchased pursuant to the Tender Offer for the 2030 Notes. Globo reserves the right, but is under no obligation, to increase, decrease or eliminate the Tender Sub-Cap at any time, without extending the Early Tender Date or the Withdrawal Date, subject to applicable law. There can be no assurance that Globo will increase, decrease or eliminate the Tender Sub-Cap.

The amount of a series of Notes that is purchased in the Tender Offers on any Settlement Date (as defined below) will be based on the order of priority (the "Acceptance Priority Level") for such series, as set forth in the table above, with the 2030 Notes having the highest Acceptance Priority Level and 2032 Notes having the lowest, subject to the Maximum Tender Amount, the Tender Sub-Cap and proration. Any validly tendered Notes of a higher Acceptance Priority Level will be accepted for purchase on any given Settlement Date before any validly tendered Notes of a lower Acceptance Priority Level will be accepted for purchase on such Settlement Date (provided that Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date will be purchased prior to any Notes tendered after the Early Tender Date), subject to the Maximum Tender Amount and the Tender Sub-Cap. If there are sufficient remaining funds to purchase some, but not all, of the Notes of any series, the amount of Notes purchased in that series will be subject to proration.

If the Tender Offers are not fully subscribed as of the Early Tender Date, subject to the Maximum Tender Amount, the Tender Sub-Cap and proration, the Notes validly tendered and not validly withdrawn on or prior to the Early Tender Date will be accepted for purchase in priority to other Notes validly tendered following the Early Tender Date even if 2030 Notes validly tendered following the Early Tender Date have a higher Acceptance Priority Level than the 2032 Notes validly tendered on or prior to the Early Tender Date.

If the Tender Offers are fully subscribed as of the Early Tender Date, Holders who validly tender Notes following the Early Tender Date but on or prior to the Expiration Date will not have any of their Notes accepted for purchase regardless of Acceptance Priority Level, unless the Maximum Tender Amount is increased. Additionally, if the Tender Sub-Cap is reached in respect of the 2030 Notes at or prior to the Early Tender Date, no 2030 Notes that are tendered after the Early Tender Deadline will be accepted for purchase, unless Globo increases the Tender Sub-Cap.

All tendered Notes not accepted will be promptly credited to the Holder's account with DTC or otherwise returned to the Holder without cost.

The Company, in its sole discretion, may elect to purchase Notes that are validly tendered and not validly withdrawn at or prior to the Early Tender Date (and whose Notes are accepted for purchase) on a date that is expected to be five business days following the Early Tender Date but before the Expiration Date (the "Early Settlement Date"). If the Company does not, in its sole discretion, elect to pay for such early tendered Notes prior to the Expiration Date, then the Notes that are validly tendered and not validly withdrawn in the Tender Offers and that are accepted for purchase by the Company, subject to the Acceptance Priority Procedures, as described in the Offer to Purchase, the Maximum Tender Amount and the Tender Sub-Cap, will be accepted for purchase on a date that is expected to be up to three business days following the Expiration Date or as promptly as practicable thereafter (the "Final Settlement Date", and together with the Early Settlement Date, the "Settlement Dates").

The Tender Offers for the Notes are conditioned upon the satisfaction of certain customary conditions, as described in the Offer to Purchase. 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. See "Tender Offers—Conditions to 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) waive any and all conditions to any of the Tender Offers; (ii) extend any of the Tender Offers; (iii) terminate any of the Tender Offers; and (iv) otherwise amend any of the Tender Offers in any respect. In the event of the termination of any 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 "Risk Factors" in the Offer to Purchase.

The Company has retained Itau BBA USA Securities, Inc. to serve as the sole Dealer Manager for the Tender Offers. Questions regarding the Tender Offers should be directed to Itau BBA USA Securities, Inc. at 212-824-5083 (collect) or 888-770-4828 (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, copies of which may be obtained from D.F. King & Co., Inc. New York: 212-269-5550 (Banks and Brokers) or 877-478-5045 (toll free), or via [email protected].

A copy of the Offer to Purchase is 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 to Purchase. 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 Manager 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 Manager 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 Manager 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 to Purchase.

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.

THE OFFER TO PURCHASE HAS NOT 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. 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, Australia, Japan 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.

SOURCE: GLOBO COMUNICAÇÃO E PARTICIPAÇÕES S.A.

Investor Contact:
José Brandileone
e-mail: [email protected] 
Tel: (21) 2155 4000

SOURCE Globo Comunicação e Participações S.A.

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