Obligation JPMorgan Chase & Co. 0% ( USG71705AA82 ) en USD

Société émettrice JPMorgan Chase & Co.
Prix sur le marché 100 %  ▼ 
Pays  Etats-unis
Code ISIN  USG71705AA82 ( en USD )
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Echéance 11/05/2022 - Obligation échue



Prospectus brochure de l'obligation JPMorgan Chase Bank USG71705AA82 en USD 0%, échue


Montant Minimal /
Montant de l'émission /
Cusip G71705AA8
Description détaillée JPMorgan Chase & Co. est une banque multinationale américaine et une société de services financiers offrant des services bancaires de détail et commerciaux, des services d'investissement, de gestion de patrimoine et de cartes de crédit à travers le monde.

L'Obligation émise par JPMorgan Chase & Co. ( Etats-unis ) , en USD, avec le code ISIN USG71705AA82, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 11/05/2022







OFFERING MEMORANDUM
Pontis II Ltd.
(incorporated with limited liability in the Cayman Islands)
US$200,000,000 Senior Secured Exchangeable Notes of
Pontis II Ltd.
mandatorily exchangeable for
US$200,000,000 5.307%/7.25% Step-Up Senior Notes due 2022 of
Globo Comunicação e Participações S.A.
(incorporated in the Federative Republic of Brazil)
This offering memorandum relates to the issue of US$200,000,000 aggregate principal amount of Senior Secured Exchangeable Notes (the "SENs") of Pontis II Ltd., an
exempted company incorporated with limited liability in the Cayman Islands (the "SENs Issuer"). The SENs will be mandatorily exchanged for 5.307%/7.25% Step-Up Senior
Notes due 2022 (the "Amended 2022 Notes" and, together with the SENs, the "notes") of Globo Comunicação e Participações S.A. ("Globo") on May 11, 2012 or as soon as
practicable thereafter and, in any event, on or prior to May 18, 2012 (the "Mandatory Exchange"). The SENs will be secured by a pledge of the Escrow Account (as defined herein)
in which the gross proceeds from the sale of the SENs will be deposited pending the purchase by the SENs Issuer of Globo's outstanding 7.25% Senior Notes due 2022, as
described in this offering memorandum.
The SENs will not bear interest. Holders of the Amended 2022 Notes, which will be exchanged for the SENs in the Mandatory Exchange, will be entitled to an exchange fee
(the "Exchange Fee") payable by Globo upon consummation of the Mandatory Exchange. The Exchange Fee will be equal to US$4.42 per US$1,000 principal amount of
Amended 2022 Notes, plus an additional fee for each day from and including May 11, 2012 that the Mandatory Exchange is not consummated, as described in this offering
memorandum.
Interest on the Amended 2022 Notes will accrue from and including May 11, 2012 at the rate of 5.307% per annum to but excluding May 11, 2017. Thereafter, interest on
the Amended 2022 Notes will accrue at the rate of 7.25% per annum. Interest on the Amended 2022 Notes will be payable semi-annually in arrears in cash on May 11 and
November 11 of each year, commencing on November 11, 2012. The Amended 2022 Notes may, at Globo's option, be redeemed or purchased at 100% of their principal amount
plus accrued and unpaid interest and additional amounts, if any, (i) in whole or in part on any date on or after May 11, 2017 or (ii) in whole at any time upon the occurrence of
specified events relating to Brazilian tax law, as described in this offering memorandum.
The SENs will be unsubordinated obligations of the SENs Issuer. The Amended 2022 Notes will be unsecured, unsubordinated obligations of Globo and will rank equally in
right of payment with Globo's existing and future unsecured, unsubordinated obligations. The Amended 2022 Notes will be effectively subordinated to any secured debt of Globo
to the extent of the value of the assets securing such debt and structurally subordinated to all debt and other obligations of Globo's subsidiaries. Notes will be issued only in
minimum denominations of US$200,000 and integral multiples of US$1,000 in excess thereof.
For a more detailed description of the SENs and the Amended 2022 Notes, see "Description of the SENs" and "Description of the Amended 2022 Notes."
The SENs Issuer has applied to list the SENs on the Official List of the Luxembourg Stock Exchange and to admit the SENs for trading on the Euro MTF Market of that
exchange (the "Euro MTF Market"). Application has been made to list the Amended 2022 Notes on the Official List of the Luxembourg Stock Exchange and to admit the
Amended 2022 Notes for trading on the Euro MTF Market. This offering memorandum constitutes a prospectus for the purpose of the Luxembourg law dated July 10, 2005 on
Prospectuses for Securities.
See "Risk Factors" beginning on page 16 to read about important factors you should consider before investing in the
notes.
Issue Price: 103.625%
Neither the SENs nor the Amended 2022 Notes have been registered or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"),
or under any state securities laws. The SENs and the Amended 2022 Notes may not be offered or sold within the United States to, or for the account or benefit of, any
U.S. person unless the offer or sale would qualify for a registration exemption from the Securities Act and applicable state securities laws. The SENs are only being
offered and sold (1) in the United States to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act that are also qualified purchasers
("QPs") as defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act"), as further described herein or
(2) outside the United States to persons other than U.S. persons in compliance with Regulation S under the Securities Act. See "Notice to Investors."
The joint bookrunners and lead managers delivered the SENs to purchasers in book-entry form through The Depository Trust Company ("DTC") on April 11,
2012 (the "Issue Date"). The Amended 2022 Notes are expected to be delivered as a result of the Mandatory Exchange to holders of the SENs in book-entry form
through DTC on May 11, 2012 or as soon as practicable thereafter and, in any event, on or prior to May 18, 2012.
Joint Bookrunners and Lead Managers
HSBC
Itaú BBA
The date of this offering memorandum is May 11, 2012.



TABLE OF CONTENTS
Cautionary Statement Regarding Forward-Looking Statements............................................................................................................... iv
Market Data .............................................................................................................................................................................................. vi
Enforcement of Civil Liabilities ..............................................................................................................................................................vii
Presentation of Financial and Other Information....................................................................................................................................viii
Exchange Rates......................................................................................................................................................................................... ix
Summary.................................................................................................................................................................................................... 1
Summary of the SENs................................................................................................................................................................................ 6
Summary of the Amended 2022 Notes .................................................................................................................................................... 10
Indicative Timetable ................................................................................................................................................................................ 13
Summary Historical Consolidated Financial Information of Globo ........................................................................................................ 14
Risk Factors ............................................................................................................................................................................................. 16
Use of Proceeds ....................................................................................................................................................................................... 26
Capitalization of Globo............................................................................................................................................................................ 27
Description of the SENs Issuer ................................................................................................................................................................ 28
Management's Discussion and Analysis of Financial Condition and Results of Operations of Globo ................................................... 30
Business of Globo.................................................................................................................................................................................... 44
Ownership and Management Structure of Globo..................................................................................................................................... 65
Related Party Transactions of Globo ....................................................................................................................................................... 67
Description of Other Indebtedness of Globo ........................................................................................................................................... 69
Description of the SENs........................................................................................................................................................................... 71
Description of the Amended 2022 Notes ................................................................................................................................................. 78
Form of Notes .......................................................................................................................................................................................... 90
Taxation ................................................................................................................................................................................................... 93
Certain ERISA Considerations ................................................................................................................................................................ 98
Plan of Distribution................................................................................................................................................................................ 100
Notice to Investors ................................................................................................................................................................................. 104
Listing and General Information............................................................................................................................................................ 107
Validity of Securities ............................................................................................................................................................................. 108
Independent Auditors............................................................................................................................................................................. 108
Index to Financial Statements .................................................................................................................................................................F-1

Unless otherwise indicated or the context otherwise requires, references in this offering memorandum to (i) "Globo," the
"Company," "we," "our" and "us" are to Globo Comunicação e Participações S.A. and its subsidiaries, (ii) the "SENs Issuer" are to
Pontis II Ltd., (iii) the "SENs" are to the Senior Secured Exchangeable Notes offered by the SENs Issuer hereunder, (iv) the "2022
Notes" are to the outstanding US$200,000,000 7.25% Senior Notes due 2022 issued by Globo on April 17, 2007 and (v) the
"Amended 2022 Notes" are to the 5.307%/7.25% Step-Up Senior Notes due 2022 of Globo to be issued pursuant to the amended and
restated indenture (the "Amended and Restated Indenture") described herein.
This offering memorandum has been prepared by Globo and the SENs Issuer solely for use in connection with the offering of
the SENs and the Amended 2022 Notes. HSBC Securities (USA) Inc. and Itau BBA USA Securities, Inc. (the "Initial Purchasers")
will act as initial purchasers with respect to the offering of the SENs. This offering memorandum may only be used for the purposes
for which it has been published. The SENs Issuer and the Initial Purchasers reserve the right to reject any offer to purchase, in whole
or in part, for any reason, or to sell less than all of the SENs offered by this offering memorandum.
This offering memorandum does not constitute an offer to any person other than the offeree or to the public generally to
subscribe for or otherwise acquire securities.
This offering memorandum is intended solely for the purpose of soliciting expressions of interest in the SENs and the Amended
2022 Notes from qualified investors and does not purport to summarize all of the terms, conditions, covenants and other provisions
contained in the indenture governing the SENs (the "SENs Indenture"), the Amended and Restated Indenture, the notes and other
transaction documents. The information provided is not all-inclusive and may not contain all the information that may be relevant to
you.
This offering memorandum contains summaries intended to be accurate with respect to certain terms of certain documents, but
reference is made to the actual documents, all of which will be made available to you upon request when available, for complete
information with respect thereto, and all such summaries are qualified in their entirety by such reference.
i




You should rely only on the information contained in this offering memorandum. None of the SENs Issuer, Globo and the Initial
Purchasers has authorized anyone to provide you with different information. The information contained in this offering memorandum
is accurate only as of the date of this offering memorandum, regardless of the time of delivery of this offering memorandum or of any
sale of the notes. Neither the delivery of this offering memorandum nor any sale made hereunder shall under any circumstances imply
that there has been no change in the affairs of the SENs Issuer or Globo, or that the information set forth herein is correct as of any
date subsequent to the date hereof.
You hereby acknowledge that (i) you have been afforded an opportunity to request from the SENs Issuer and Globo and to
review, and have received, all additional information considered by you to be necessary to verify the accuracy of, or to supplement,
the information contained herein, (ii) you have had the opportunity to review all of the documents described herein, (iii) you have not
relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in connection with any investigation of the accuracy
of such information or the investment decision and (iv) no person has been authorized to give any information or to make any
representation concerning the SENs Issuer, Globo or the notes (other than as contained herein and information given by the duly
authorized officers and employees of the SENs Issuer or Globo in connection with your examination of the SENs Issuer and Globo
and the terms of this offering) and, if given or made, you should not rely upon any such other information or representation as having
been authorized by the SENs Issuer, Globo or the Initial Purchasers.
In making an investment decision, you must rely on your own examination of the business of the SENs Issuer and Globo
and the terms of this offering, including the merits and risks involved. The SENs and the Amended 2022 Notes have not been
recommended by any federal or state securities commission or regulatory authority. Furthermore, the foregoing authorities
have not confirmed the accuracy or determined the adequacy of this document. Any representation to the contrary is a
criminal offense.
This offering memorandum does not constitute an offer to sell, or a solicitation of an offer to buy, any SENs and the Amended
2022 Notes offered hereby by any person in any jurisdiction in which it is unlawful for such person to make an offer or solicitation. If
a jurisdiction requires that the offering be made by a licensed broker or dealer and the Initial Purchasers or any affiliate of the Initial
Purchasers is a licensed broker or dealer in that jurisdiction, the offering by any Initial Purchaser shall be deemed to be made by such
Initial Purchasers or its relevant affiliate on behalf of the SENs Issuer or Globo in such jurisdiction.
The SENs and the Amended 2022 Notes have not been and will not be registered under the Securities Act. Neither the SEC nor
any securities commission has approved or disapproved these securities or determined whether this offering memorandum is truthful
or complete. The notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted
under the Securities Act and this offering memorandum and in accordance with applicable state securities laws. As a prospective
purchaser, you should be aware that you may be required to bear the financial risks of this investment for an indefinite period of time.
Please refer to the sections in this offering memorandum entitled "Plan of Distribution" and "Notice to Investors."
The SENs and the Amended 2022 Notes have not been, and will not be, registered with the Comissão de Valores Mobiliários
(the Securities and Exchange Commission of Brazil or "CVM"). The notes may not be offered or sold in Brazil, except in
circumstances that do not constitute a public offering or unauthorized distribution under Brazilian laws and regulations. Documents
relating to the offering of the notes, as well as information contained therein, may not be supplied to the public in Brazil, nor used in
connection with any offer for subscription or sale of the notes to the public in Brazil.
This offering memorandum is only being distributed to and is only directed at (i) persons who are outside the United Kingdom
or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005 (the "Order") or (iii) persons falling within Article 49(2)(a) to (d) of the Order or (iv) persons to whom this offering
memorandum may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). The notes
are only offered to, and no invitation, offer or agreement to subscribe, purchase or otherwise acquire the notes may be proposed or
made other than with relevant persons. Any person who is not a relevant person should not act or rely on this offering memorandum or
any of its contents. For a description of certain restrictions on offers and sales of the notes and the distribution of this offering
memorandum in the United Kingdom, see "Plan of Distribution."
This offering memorandum is not a prospectus which has been approved by the Financial Services Authority or any other
United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000 (the "FSMA").
No invitation may be made to the public in the Cayman Islands to subscribe for the SENs unless at the time of invitation the
SENs Issuer is listed on the Cayman Islands Stock Exchange.
In connection with the offering, the Initial Purchasers may purchase and sell notes in the open market. Purchases and sales in the
open market may include short sales, purchases to cover short positions and stabilizing purchases. Short sales involve secondary
market sales by the initial purchasers of a greater number of notes than they are required to purchase in the offering, which creates a
short position for the initial purchasers. Covering transactions involve purchases of notes in the open market after the distribution has
ii




been completed in order to cover short positions. Stabilizing transactions involve bids to purchase notes so long as the stabilizing bids
do not exceed a specified maximum.

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ANNOTATED, 1955, AS
AMENDED, WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY
REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT
MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN
ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY
PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE
PROVISIONS OF THIS PARAGRAPH.

See "Risk Factors" in this offering memorandum for a description of certain factors relating to an investment in the notes,
including information about the business of Globo and the SENs Issuer. None of the SENs Issuer, Globo, the Initial Purchasers or any
of their respective representatives is making any representation to you regarding the legality of an investment by you under applicable
legal investment or similar laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of
a purchase of the notes.
THE SENS ISSUER AND GLOBO HEREBY INFORM YOU THAT THE DESCRIPTION SET FORTH HEREIN
WITH RESPECT TO U.S. FEDERAL TAX ISSUES WAS NOT INTENDED OR WRITTEN TO BE USED, AND SUCH
DESCRIPTION CANNOT BE USED, BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING ANY PENALTIES
THAT MAY BE IMPOSED ON THE TAXPAYER UNDER THE U.S. INTERNAL REVENUE CODE. SUCH
DESCRIPTION WAS WRITTEN TO SUPPORT THE MARKETING OF THE NOTES. THIS DESCRIPTION IS LIMITED
TO THE U.S. FEDERAL TAX ISSUES DESCRIBED HEREIN. IT IS POSSIBLE THAT ADDITIONAL ISSUES MAY
EXIST THAT COULD AFFECT THE U.S. FEDERAL TAX TREATMENT OF THE NOTES, OR THE MATTER THAT IS
THE SUBJECT OF THE DESCRIPTION NOTED HEREIN, AND THIS DESCRIPTION DOES NOT CONSIDER OR
PROVIDE ANY CONCLUSIONS WITH RESPECT TO ANY SUCH ADDITIONAL ISSUES. TAXPAYERS SHOULD
SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX
ADVISOR.
The SENs and the Amended 2022 Notes will be available only in registered book-entry form. The notes will be issued in the
form of one or more registered Global Notes (as defined herein). The Global Notes will be deposited with, or on behalf of, DTC, and
registered in its name or in the name of Cede & Co., its nominee. Beneficial interests in the Global Notes will be shown on, and
transfers of beneficial interests in the Global Notes will be effected through, records maintained by DTC and its participants, including
Euroclear and Clearstream. See "Form of Notes."
The Amended 2022 Notes will not constitute new debt under Brazilian law and therefore no novation has or will have occurred.
The SENs were delivered against payment for the SENs on April 11, 2012. The Amended 2022 Notes are expected to be
delivered as a result of the Mandatory Exchange to holders of the SENs in book-entry form through DTC on May 11, 2012 or as soon
as practicable thereafter and, in any event, on or prior to May 18, 2012.
iii




CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This offering memorandum contains statements that constitute forward-looking statements, many of which can be identified by
the use of forward-looking words such as "anticipate," "believe," "could," "expect," "should," "plan," "intend," "estimate" and
"potential," among others. These statements appear in a number of places in this offering memorandum and include, but are not
limited to, statements regarding Globo's intent, belief or current expectations with respect to:
·
Globo's direction and future operations;
·
the implementation of Globo's operating strategies;
·
Globo's plans with respect to acquisitions, joint ventures, strategic alliances or divestitures;
·
the implementation of Globo's financing strategy and capital expenditure plans;
·
the competitive nature of the industries in which Globo operates;
·
the cost and availability of financing;
·
the general performance of the Brazilian economy;
·
the exchange rates between Brazilian and foreign currencies;
·
developments in, or changes to, the laws, regulations and governmental policies governing Globo's business, including
environmental liabilities;
·
other factors or trends affecting Globo's financial condition or results of operations; and
·
other statements contained in this offering memorandum regarding matters that are not historical facts.
Forward-looking statements are only Globo's current expectations and are based on Globo's beliefs and assumptions and on
information currently available to Globo's management. Forward-looking statements are subject to risks and uncertainties, and actual
results may differ materially from those expressed or implied in the forward-looking statements as a result of various factors,
including, but not limited to, those identified under the section entitled "Risk Factors" in this offering memorandum. These risks and
uncertainties include:
·
the cyclical nature of the advertising market;
·
increased competition from cable, satellite television, Internet content providers and other broadcasting providers and
media companies;
·
vulnerability to general adverse economic and media industry conditions and to the depreciation of the real because
substantially all of Globo's revenues are generated in reais whereas a significant portion of Globo's payment obligations
are denominated in U.S. dollars;
·
Globo's ability to maintain and renew governmental licenses;
·
regulatory changes that could negatively impact Globo's business;
·
competition between Globo's subsidiaries involved in competing media businesses and overlap of services;
·
non-renewal of, or adverse developments with respect to, Globo's agreements with affiliated television stations;
·
disruption or failure of network, information systems or other technology on which Globo relies heavily;
·
threats from new technologies leading to increased competition, costs and capital expenditures;
·
unfavorable outcomes in existing or future legal proceedings against Globo;
·
Globo's ability to negotiate on favorable terms with its talent and third-party programming sources;
·
terms of related-party transactions that may be unfavorable to Globo or its subsidiaries;
·
Globo's ability to renew, or renew on favorable terms, existing programming agreements;
·
decisions by Globo's controlling shareholders that may conflict with the interests of holders of the notes;
·
Globo's ability to negotiate terms and extensions for its joint venture agreements on favorable terms;
·
payment of dividends by Globo even with respect to fiscal years in which it has no net profits or incurs net losses;
·
Globo's dependence on key members of its management team;
·
unlicensed use of Globo's content, challenges to Globo's intellectual property rights or Globo's inability to obtain licenses
or license its own content;
·
Globo's ability to integrate new acquisitions to its existing business, and liabilities arising from these acquisitions;
·
Brazilian political and economic conditions and actions of the Brazilian government;
iv




·
devaluation and fluctuation of the Brazilian currency;
·
risk of inflation in Brazil;
·
allegations of political corruption against the Brazilian federal government leading to economic and political instability;
·
changes in Brazilian tax laws;
·
negative impact of developments in other national economies, in particular those in developing countries, on foreign
investments in Brazil and Brazil's economic growth;
·
limitations under Brazilian law on Globo's ability to make certain payments on U.S. dollar remittances or with respect to
court judgments;
·
the ability of the holders of the Amended 2022 Notes to enforce judgments against Globo in Brazil; and
·
other risks related to notes.
Forward-looking statements speak only as of the date they are made, and Globo does not undertake any obligation to update
them in light of new information or future developments or to release publicly any revisions to these statements in order to reflect later
events or circumstances or to reflect the occurrence of unanticipated events.
v




MARKET DATA
Unless otherwise specified, information regarding "television households" in a specified area are projections based on Globo's
Atlas de Cobertura and Pesquisa Nacional de Amostra em Domicílios (PNAD 2009) ("PNAD 2009") figures compiled by the Instituto
Brasileiro de Geografia e Estatística ("IBGE"), a Brazilian government-owned research organization. Globo's Atlas de Cobertura is a
compilation made available by Rede Globo de Televisão. PNAD 2009 is the most recent such compilation made available by
IBGE. There can be no assurance that the number of "television households" in a specified area has not increased (or decreased) by a
higher (or lower) rate than that estimated by IBGE in the PNAD 2009. Information regarding Brazil's GDP is based on the method of
calculating GDP published by IBGE, which includes data from annual economic and household research and tax information
regarding individuals, among other things, in calculating GDP.
Information regarding the advertising market in Brazil is based on information provided by Projeto Intermeios, a project set up
by Brazilian media companies pursuant to which those media groups provide information to PricewaterhouseCoopers International for
compilation and analysis. Information regarding advertising expenditures is also provided by Projeto Intermeios.
Information regarding (i) audience share is expressed as the result of the number of households with a television set tuned to a
specific channel during the time of broadcast divided by the total number of households with a television set turned on, excluding
other uses of television such as DVD, video-recorder and other appliances connected to a television, and (ii) audience ratings is
expressed as the result of the number of households with a television set tuned to a specific channel during the time of broadcast
divided by the total number of households with at least one television set, regardless of whether it is turned on or off.
In 2011, Globo began reporting the audience share based on the Total Ligados Especial ("TLE") index instead of the Total
Ligados ("TL") index used in previous reports. TLE differs from TL by excluding other uses of television such as DVD, video-
recorder and other devices connected to a television.
Data concerning pay-TV subscribers per operator and market share in Brazil as of December 31, 2011 are based on reports by
the Agência Nacional de Telecomunicações ("Anatel") published in January 2012 and from public reports made available by Net
Serviços de Comunicação S.A. ("Net Serviços").
Data concerning pay-TV subscribers per channel are based on Pay-TV Survey No. 179 ("PTS 179") published in January 2012.
vi




ENFORCEMENT OF CIVIL LIABILITIES
SENs Issuer
The SENs Issuer is a company with limited liability incorporated under the laws of the Cayman Islands. As a result, it may not
be possible for investors to effect service of process upon the SENs Issuer within the United States or to enforce against the SENs
Issuer in United States courts judgments predicated upon the civil liability provisions of the securities laws of the United States. The
SENs Issuer has been informed by Walkers, its legal advisor in the Cayman Islands, that the United States and the Cayman Islands do
not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters and that
a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether
or not predicated solely upon United States securities laws, would, therefore, not be automatically enforceable in the Cayman Islands
and there is doubt as to the enforceability in the Cayman Islands, in original actions or in actions for the enforcement of judgments of
the United States courts, of liabilities predicated solely upon United States securities laws. The SENs Issuer will appoint Corporation
Service Company, 1180 Avenue of the Americas, Suite 210, New York, New York 10036-8401, as its agent for service of process.
Globo
Globo is incorporated under the laws of Brazil. All of Globo's executive officers named in this offering memorandum reside in
Brazil. Substantially all of Globo's assets and those of its executive officers are located in Brazil. As a result, it may not be possible
for you to effect service of process upon Globo or its executive officers in jurisdictions outside Brazil or to enforce against Globo or
its executive officers judgments obtained in jurisdictions outside Brazil.
Globo has been advised by its Brazilian counsel, Pinheiro Guimarães-Advogados, that, subject to specific requirements
described below, a final conclusive judgment for payment of a determined sum of money rendered by any court sitting in a jurisdiction
outside Brazil in respect of the notes would be recognized in the courts of Brazil (to the extent that Brazilian courts may have
jurisdiction) and such courts would enforce such judgment without any retrial or reexamination of the merits of the original action
only if such judgment has been previously ratified by the Superior Court of Justice of Brazil (Superior Tribunal de Justiça or, the
"Brazilian Superior Court of Justice"), such ratification being available only if the judgment:
·
fulfills all formalities required for its enforceability under the laws of the jurisdiction where the judgment was entered;
·
is issued by a competent court after proper service of process on the parties, which service must comply with Brazilian
law if made in Brazil;
·
is not subject to appeal (res judicata);
·
is authenticated by the Brazilian consulate with jurisdiction over the location of the court which issued the judgment;
·
is translated into Portuguese by a sworn translator; and
·
is not against Brazilian public policy, public morality or national sovereignty.
Notwithstanding the foregoing, no assurance can be given that such ratification would be obtained, that the process described
above could be conducted in a timely manner or that a Brazilian court would enforce a monetary judgment for violation of the
securities laws or other laws of any jurisdiction outside Brazil with respect to the notes.

Globo has also been advised that:
·
civil actions may be brought before Brazilian courts based on the substantive laws of other countries other than Brazil
provided that Globo has expressly agreed to be subject to such foreign laws and that, subject to applicable law, Brazilian
courts may enforce such liabilities in such actions against Globo and its officers (provided that the provisions of the law in
question do not contravene Brazilian public policy, public morality or national sovereignty and provided further that
Brazilian courts can assert jurisdiction over the particular action); and
·
the ability of a judgment creditor to satisfy a judgment by attaching certain assets of the defendant is limited by provisions
of Brazilian law.
In addition, a plaintiff, whether Brazilian or non-Brazilian, who resides outside Brazil or is outside Brazil during the course of
litigation in Brazil and who does not own real property in Brazil, must grant a bond to guarantee the payment of the defendant's legal
fees and court expenses in connection with court procedures for the collection of payments under the notes, except in the case of
certain enforcement actions or counterclaims as established under Article 836 of the Brazilian Code of Civil Procedure.
vii




PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Currency
All references in this offering memorandum to the "real," "reais" or "R$" are to the Brazilian real, the legal currency of the
Federative Republic of Brazil. All references to "U.S. dollars," "dollars" or "US$" are to the legal currency of the United States of
America (the "U.S.").
On May 8, 2012, the exchange rate of reais into U.S. dollars was R$1.9366 to US$1.00, based on the selling rate as reported by
the Central Bank of Brazil (the "Central Bank"). The selling rate was R$1.8758 to US$1.00 as of December 31, 2011, R$1.6662 to
US$1.00 as of December 31, 2010 and R$1.7412 to US$1.00 as of December 31, 2009. Due to fluctuations in the real-U.S. dollar
exchange rate, the exchange rate as of May 8, 2012 may not be indicative of future exchange rates. See "Exchange Rates" for
information regarding recent exchange rates for Brazilian currency.
Solely for the convenience of the reader, Globo has translated certain amounts included in "Summary," "Capitalization of
Globo," "Business of Globo" and elsewhere in this offering memorandum from reais into U.S. dollars using the selling rate as
reported by the Central Bank as of December 31, 2011 of R$1.8758 to US$1.00. In addition, Globo has translated certain amounts
presented in "Summary Historical Consolidated Financial Information of Globo" as of and for the years ended December 31, 2011 and
2010 at the Central Bank exchange rate in effect on December 31 of 2011 and 2010, respectively. These translations should not be
considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any
other exchange rate or as of that or any other date.
Financial Statements
Globo maintains its books and records in reais.
Globo prepares its consolidated financial statements in accordance with International Financial Reporting Standards ("IFRS") as
issued by the International Accounting Standards Board ("IASB").
This offering memorandum contains audited consolidated financial statements as of and for the years ended December 31, 2011,
2010 and 2009 prepared in accordance with IFRS.
For IFRS purposes and according to IAS 31--Interests in Joint Ventures, which allows adoption of either the equity method or
proportionate consolidation, Globo's management elected to account for these investments using the equity method. Additionally, in
May 2011, IFRS 11--Joint Arrangements was issued and established a single method to account for interests in jointly controlled
entities by using the equity method. IFRS 11--Joint Arrangements supersedes IAS 31 and will be effective for annual periods
beginning on or after January 1, 2013.
Fiscal Year
Globo's fiscal year ends on December 31. References in this offering memorandum to a fiscal year, such as "fiscal year 2011,"
relate to the fiscal year ended on December 31 of that calendar year.
Rounding
Globo has made rounding adjustments to reach some of the figures included in this offering memorandum. Accordingly,
numerical figures shown as totals in some tables may not be an arithmetic aggregation of the figures that precede them.
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EXCHANGE RATES
All foreign exchange transactions in Brazil are carried out on a single foreign exchange market through authorized financial
institutions. Foreign exchange rates are freely negotiated, but may be influenced from time to time by intervention in the market by the
Central Bank. Globo cannot predict the impact of Central Bank intervention and new regulations on the foreign exchange market.
From its introduction on July 1, 1994 through March 1995, the real appreciated against the U.S. dollar. From March 1995
through January 1999, the Central Bank allowed the gradual depreciation of the real against the U.S. dollar. In January 1999, the
Central Bank allowed the real/U.S. dollar exchange rate to float freely. Since then, the real/U.S. dollar exchange rate has been
established mainly by the Brazilian interbank market and has fluctuated considerably.
From December 31, 2000 through December 31, 2002, the real depreciated by 80.6% against the U.S. dollar. From
December 31, 2002 through December 31, 2007, the real appreciated by 49.9% against the U.S. dollar and in 2008, the real
depreciated by 31.9% against the U.S. dollar. The real appreciated 25.5% against the U.S. dollar in 2009, appreciated 4.3% against the
U.S. dollar in 2010 and depreciated 12.6% against the U.S. dollar in 2011. On December 31, 2011, the exchange rate was R$1.8758 to
US$1.00.
In the past, the Central Bank has intervened occasionally to control unstable movements in foreign exchange rates. Globo cannot
predict whether the Central Bank or the Brazilian government will continue to allow the real to float freely or will intervene in the
exchange rate market through a currency band system or otherwise, or that the exchange market will not be volatile as a result of
political or economic instability or other factors. Globo also cannot predict whether the real will depreciate or appreciate in value in
relation to the U.S. dollar in the future or evaluate what impact the Brazilian government's exchange rate policies may have on Globo.
See "Risk Factors--Risks Relating to Brazil--Devaluation and fluctuation of the Brazilian currency could have a material adverse
effect on Globo's results of operations and financial condition and Globo's ability to make payments on Globo's U.S. dollar-
denominated liabilities and commitments, including the Amended 2022 Notes."
The following tables show the selling rate for dollars as disclosed by the Central Bank for the periods and dates indicated. On
May 8, 2012, the selling rate published by the Central Bank was R$1.9366 to US$1.00.






Period
Low
High
Average*
Period End




(reais per US$ 1.00)

2007 .................................................................................................
1.7325
2.1556
1.9300
1.7713
2008 .................................................................................................
1.5593
2.5004
1.8335
2.3370
2009 .................................................................................................
1.7024
2.4218
1.9906
1.7412
2010 .................................................................................................
1.6554
1.8811
1.7593
1.6662
2011 .................................................................................................
1.5345
1.9016
1.6709
1.8758
2012 (through May 8,2012) .............................................................
1.7024
1.9366
1.7982
1.9366

* "Average" represents the average of the exchange rates on the last day of each month in the period.
Source: Central Bank





Period
Low
High
Period End



(reais per US$ 1.00)

January 2012...........................................................................................................
1.7389
1.8683
1.7391
February 2012.........................................................................................................
1.7024
1.7376
1.7092
March 2012.............................................................................................................
1.7152
1.8334
1.8221
April 2012...............................................................................................................
1.8256
1.8918
1.8918
May 1 through May 8, 2012 ...................................................................................
1.9149
1.9366
1.9366

Source: Central Bank
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