RIO DE JANEIRO, Oct. 11, 2024 /PRNewswire/ — Globo Comunicação e Participações S.A. (the “Company” or “Globo”) hereby announces the early tender results of its previously announced 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 a tender sub-cap of US$150.0 million aggregate principal amount of 2030 Notes (the “Tender Sub-Cap”), 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”).
The Tender Offers are being made pursuant to the Offer to Purchase dated as of September 30, 2024 (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.
According to information received from D.F. King & Co., Inc., the information and tender agent for the Tender Offers (the “Information and Tender Agent”), as of 5:00 p.m., New York City time, on October 11, 2024 (that date and time, the “Early Tender Date”), Globo had received valid tenders from (i) 2030 Note Holders of US$216,906,000 in aggregate principal amount of the 2030 Notes, and (ii) 2032 Note Holders of US$99,586,000 in aggregate principal amount of the 2032 Notes.
Globo has elected to accept the Notes that were validly tendered and not validly withdrawn at or prior to the Early Tender Date, subject to the Acceptance Priority Procedures (as described in the Offer to Purchase), the Maximum Tender Amount, the Tender Sub-Cap and proration. The aggregate principal amount of 2030 Notes and the aggregate principal amount of 2032 Notes that have been accepted are shown in the table below. Appropriate adjustments have been made so that purchases are made in the minimum denominations set forth in the Offer to Purchase.
|
Acceptance |
Title of |
CUSIP / ISIN |
Principal |
Aggregate |
Aggregate |
Total |
|
1 |
4.875% Senior |
37959D AB0/ |
US$500,000,000 |
US$216,906,000 |
US$150,000,000 |
US$953 |
|
2 |
5.500% |
37959D AC8/ P47777 AC4/ |
US$400,000,000 |
US$99,586,000 |
US$49,944,000 |
US$943 |
|
(1) |
Subject to the Maximum Tender Amount, the Tender Sub-Cap and proration, the principal amount of each series of Notes that is purchased in the Tender Offers will be determined in accordance with the applicable Acceptance Priority Level (in numerical priority order with 1 being the highest Acceptance Priority Level and 2 being the lowest) specified in this column. |
||||
|
(2) |
The amount to be paid for each US$1,000 principal amount of Notes validly tendered at or prior to the Early Tender Date and accepted for purchase. The Total Consideration includes the Tender Offer Consideration plus an Early Tender Premium of US$50 for each US$1,000 principal amount of the 2030 Notes and the 2032 Notes. In addition, Accrued Interest (as defined below) will be paid. |
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As described in the Offer to Purchase, Notes validly tendered and not validly withdrawn at or prior to the Early Tender Date, and accepted for purchase, will have priority to other Notes validly tendered following the Early Tender Date even if such Notes validly tendered following the Early Tender Notes have a higher Acceptance Priority Level than Notes validly tendered at or prior to the Early Tender Date. Although the Tender Offers are scheduled to expire at 5:00 p.m., New York City time, on October 29, 2024, unless extended (the “Expiration Date”), because the aggregate principal amount of Notes validly tendered and not validly withdrawn by the Early Tender Date exceeds the Maximum Tender Amount, Globo does not expect to accept for purchase any tenders of Notes after the Early Tender Date, regardless of their Acceptance Priority Level. Any Notes tendered after the Early Tender Date will be promptly credited to the account of the Holder of such Notes maintained with DTC or otherwise returned to the Holder without cost.
The deadline for Holders to validly withdraw tenders of Notes has passed. Accordingly, Notes that were tendered before the Early Tender Date 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 early settlement date on which Globo will settle the Notes accepted in the Tender Offers is expected to be October 17, 2024 (the “Early Settlement Date”).
Holders of Notes accepted for purchase by Globo will be eligible to receive 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, which will be the amount set forth in the table above, and includes the applicable Early Tender Premium and the applicable Tender Offer Consideration, in each case as set forth in the table on the cover of the Offer to Purchase and as applicable to each series of Notes. In addition to the Total Consideration, all Holders of Notes tendered at or prior to the Early Tender Date and 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 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.
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. 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 are 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.
Investor Contact:
José Brandileone
e-mail: [email protected]
Tel: (21) 2155 4000
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SOURCE Globo Comunicação e Participações S.A.
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