Globo Comunicação e Participações S.A. Announces Expiration and Final Results of Cash Tender Offers

Published: Jan. 13, 2022 at 4:00 AM MST

NEW YORK, Jan. 13, 2022 /PRNewswire/ -- Globo Comunicação e Participações S.A. ("Globo") announced today that the previously announced 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"), expired at 5:00 p.m. New York City time on January 12, 2022 (the "Expiration Time").

The Tender Offers were made only pursuant to the Offer to Purchase and Notice of Guaranteed Delivery, each dated as of January 4, 2022 (together, the "Offer Documents"), which set forth the terms and conditions of the Tender Offers.

At the Expiration Time, valid tenders had been received in the amounts set forth in the table below. No Notes were tendered pursuant to the guaranteed delivery procedures described in the Offer Documents.

Title of
Security

CUSIP / ISIN
Nos.


Outstanding
Principal
Amount Prior to
Tender Offers

Principal Amount
Tendered as of the
Expiration Time

Issuer

Tender Offer
Consideration
(1)

4.843% Senior
Notes due 2025

37957TAK7 
US37957TAK79


$325,000,000

$226,942,000

Globo
Comunicação e
Participações
S.A.

$1,047.50

 P47773AN9 
USP47773AN93

5.125% Senior
Notes due 2027

 37959DAA2 
US37959DAA28


$200,000,000

$144,913,000

Globo
Comunicação e
Participações
S.A.

$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.

Globo expects to accept for payment all Notes validly tendered and not validly withdrawn in the Tender Offers and expects to make payment for the Notes plus accrued and unpaid interest in same-day funds on January 18, 2022.

Goldman Sachs & Co. LLC, Itau BBA USA Securities, Inc., and Morgan Stanley & Co. acted as the Dealer Managers for the Tender Offers. D.F. King & Co., Inc. served as the Information and Tender Agent for the Tender Offers.

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 were made only by, and pursuant to the terms of, the Offer Documents. The Tender Offers were not 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 required the Tender Offers to be made by a licensed broker or dealer, the Tender Offers were 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.

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 press release 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.

SOURCE: GLOBO COMUNICAÇÃO E PARTICIPAÇÕES S.A.

Investor Contact:
José Brandileone
e-mail: ir@g.globo
Tel: (21) 2155 4000

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SOURCE Globo Comunicação e Participações S.A

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