$325 Million Bond Offering by Brazilian Media Group Globo

Cleary Gottlieb represented Itau BBA USA Securities, Merrill Lynch and Santander Investment Securities as initial purchasers in a Rule 144A/Reg. S offering of $325 million in Senior Secured Exchangeable Notes of Pontis III, a Cayman Islands exempted company, mandatorily exchangeable for Globo Comunicação e Participações’ 4.843% Senior Notes due 2025. The offering closed on June 8, 2015, and the secured exchangeable notes are expected to be exchanged for Globo’s new senior unsecured notes on July 20, 2015.

Globo is the largest media group in Brazil and controls the leading broadcast television network and the leading pay-TV programmer in Brazil, as well as a diversified group of publishing, Internet content and music label companies. The proceeds will be used to replace Globo’s existing $325 million 6.25%/9.375% step-up perpetual notes.