Viacom Announces the Pricing Terms of Its Cash Tender Offers for Certain Outstanding Debt Securities

NEW YORK–(BUSINESS WIRE)–Viacom Inc. (“Viacom”, “we” or “our”) (NASDAQ: VIAB, VIA) today
announced the pricing terms of its previously-announced cash tender
offers (collectively, the “Offers”) for (1) up to $329,847,000 in
aggregate principal amount (the “Capped Tender Amount”) of the 5.625%
Senior Notes due 2019 issued by Viacom (the “Capped Tender Notes”),
subject to proration procedures, and (2) up to $763,698,730.61 aggregate
purchase price (excluding accrued and unpaid interest to, but not
including, the applicable settlement date and excluding fees and
expenses related to the Offers) (the “Waterfall Tender Amount”) of the
debt securities issued by Viacom as set forth in the table below under
“Waterfall Tender Offers” (collectively referred to as the “Waterfall
Tender Notes” and, together with the Capped Tender Notes, the
“Securities;” and each series of Securities, a “series”), subject to the
Acceptance Priority Levels (set forth in the table below) and proration
procedures, in each case from each registered holder of Securities
(individually, a “Holder,” and collectively, the “Holders”). The terms
and conditions of the Offers are described in the Offer to Purchase
dated November 19, 2018 (the “Offer to Purchase”) and the related Letter
of Transmittal dated November 19, 2018 (the “Letter of Transmittal”),
and remain unchanged except as amended hereby and by Viacom’s press
release earlier today announcing the early tender results, the increase
of the Capped Tender Amount and the Waterfall Tender Amount of the
Offers and the change in the expiration date.

The total consideration to be paid in the Offers for each series of
Securities validly tendered and accepted for purchase was determined by
reference to the applicable fixed spread over the yield to maturity
based on the bid side price of the applicable U.S. Treasury Security, in
each case as set forth in the table below (the “Total Consideration”),
and is payable to Holders of the Securities who validly tendered and did
not validly withdraw their Securities on or before 5:00 p.m., New York
City time, on December 3, 2018 (the “Early Tender Deadline”) and whose
Securities are accepted for purchase by Viacom. The Reference Yields (as
determined pursuant to the Offer to Purchase) listed in the table were
determined at 11:00 a.m., New York City time, today, December 4, 2018,
by the dealer managers (identified below). The Total Consideration for
each series of Securities includes an early tender premium of $30 per
$1,000 principal amount of Securities validly tendered and not validly
withdrawn by such Holders and accepted for purchase by Viacom.

The following table sets forth certain information regarding the
Securities and the Offers:

 

Title of Security

 

CUSIP
Number

 

Acceptance
Priority
Level

 

Reference U.S.
Treasury
Security

 

Reference
Yield

 

Fixed
Spread
(basis
points)

 


Total
Consideration(1)

 

Aggregate
Principal Amount
Tendered(2)

 

Aggregate Principal
Amount Expected to
be
Accepted for

Purchase

Capped Tender Offer:

 

 

5.625% Senior Notes due 2019

 

92553PAD4

 

N/A

 

0.875% UST due

September 15, 2019

 

2.703%

 

35

 

$

1,019.57

 

$

329,847,000

 

$

329,847,000

Waterfall Tender Offers:

 

 

2.750% Senior Notes due 2019

 

92553PAY8

 

1

 

1.375% UST due

December 15, 2019

 

2.769%

 

35

 

$

996.29

 

$

162,079,000

 

$

162,079,000

4.500% Senior Debentures due 2042

 

92553PAL6

 

2

 

3.000% UST due

August 15, 2048

 

3.217%

 

240

 

$

855.98

 

$

16,571,000

 

$

16,571,000

4.875% Senior Debentures due 2043

 

92553PAQ5

 

3

 

3.000% UST due

August 15, 2048

 

3.217%

 

240

 

$

901.83

 

$

14,405,000

 

$

14,405,000

4.850% Senior Debentures due 2034

 

92553PAZ5

 

4

 

3.000% UST due

August 15, 2048

 

3.217%

 

210

 

$

950.03

 

$

196,948,000

 

$

196,948,000

3.450% Senior Notes due 2026

 

92553PBB7

 

5

 

3.125% UST due

November 15, 2028

 

2.953%

 

125

 

$

950.16

 

$

354,803,000

 

$

354,803,000

2.250% Senior Notes due 2022

 

92553PBA9

 

6

 

2.875% UST due

October 31, 2023

 

2.830%

 

110

 

$

950.45

 

$

72,570,000

 

$

53,469,000

5.250% Senior Debentures due 2044

 

92553PAW2

 

7

 

3.000% UST due

August 15, 2048

 

N/A

 

225

 

 

N/A

 

$

239,487,000

 

$

0

3.250% Senior Notes due 2023

 

92553PAR3

 

8

 

2.875% UST due

October 31, 2023

 

N/A

 

120

 

 

N/A

 

$

53,192,000

 

$

0

3.125% Senior Notes due 2022

 

92553PAM4

 

9

 

2.875% UST due

October 31, 2023

 

N/A

 

115

 

 

N/A

 

$

84,905,000

 

$

0

3.875% Senior Notes due 2024

 

92553PAX0

 

10

 

2.875% UST due

October 31, 2023

 

N/A

 

110

 

 

N/A

 

$

186,462,000

 

$

0

3.875% Senior Notes due 2021

 

92553PAJ1

 

11

 

2.875% UST due

November 15, 2021

 

N/A

 

75

 

 

N/A

 

$

291,774,000

 

$

0

4.250% Senior Notes due 2023

 

92553PAT9

 

12

 

2.875% UST due

October 31, 2023

 

N/A

 

105

 

 

N/A

 

$

774,289,000

 

$

0

4.500% Senior Notes due 2021

 

925524BG4

 

13

 

2.875% UST due

November 15, 2021

 

N/A

 

80

 

 

N/A

 

$

135,801,000

 

$

0

5.850% Senior Debentures due 2043

 

92553PAU6

 

14

 

3.000% UST due

August 15, 2048

 

N/A

 

230

 

 

N/A

 

$

583,142,000

 

$

0

_______________

Viacom currently expects to accept for purchase the aggregate principal
amount of each series of the Securities set forth in the column titled,
Aggregate Principal Amount Expected to be Accepted for Purchase,” in
the table above.

Securities not accepted for purchase will be promptly credited to the
account of the Holder of such Securities with The Depository Trust
Company and otherwise returned in accordance with the Offer to Purchase
and the Letter of Transmittal.

All payments for Securities purchased in connection with the Early
Tender Deadline will also include accrued and unpaid interest on the
principal amount of Securities purchased from the last interest payment
date applicable to the relevant series of Securities up to, but not
including, the early settlement date, which is currently expected to be
December 5, 2018. In accordance with the terms of the Offers, the
withdrawal deadline was 5:00 p.m., New York City time, on December 3,
2018. As a result, tendered Securities may no longer be withdrawn,
except in certain limited circumstances where additional withdrawal
rights are required by law (as determined by Viacom).

Although the Offers are scheduled to expire at 11:59 p.m., New York City
time, on December 18, 2018, because Holders of Securities subject to the
Offers validly tendered and did not validly withdraw Securities on or
prior to the Early Tender Deadline for which (1) in the case of the
Capped Tender Notes, the aggregate principal amount equals the Capped
Tender Amount and (2) in the case of the Waterfall Tender Notes, the
aggregate purchase price exceeds the Waterfall Tender Amount, Viacom
does not expect to accept for purchase any tenders of Securities after
the Early Tender Deadline.

Information Relating to the Offers

Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and RBC
Capital Markets, LLC are acting as the dealer managers for the Offers.
The information agent and tender agent for the Offers is Global
Bondholder Services Corporation. Copies of the Offer to Purchase, Letter
of Transmittal and related offering materials are available by
contacting Global Bondholder Services Corporation by telephone at (866)
924-2200 (toll-free) or (212) 430-3774 (banks and brokers) or by email
at contact@gbsc-usa.com.
Questions regarding the Offers should be directed to Citigroup Global
Markets Inc., Liability Management Group, at (212) 723-6106 (collect) or
(800) 558-3745 (toll-free), Deutsche Bank Securities Inc., Liability
Management Group, at (212) 250-2955 (collect) or (866) 627-0391
(toll-free) or RBC Capital Markets, LLC, Liability Management Group, at
(212) 618-7843 (collect) or (877) 381-2099 (toll-free).

This press release is for informational purposes only and is not an
offer to buy or the solicitation of an offer to sell with respect to any
securities. The solicitation of offers to sell the Securities is only
being made pursuant to the terms of the Offer to Purchase and the
related Letter of Transmittal. The offer is 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. None of Viacom, the dealer managers, the tender agent or
the information agent is making any recommendation as to whether or not
Holders should tender their Securities in connection with the Offers.

About Viacom

Viacom creates entertainment experiences that drive conversation and
culture around the world. Through television, film, digital media, live
events, merchandise and solutions, our brands connect with diverse,
young and young at heart audiences in more than 180 countries.

Cautionary Statement Concerning Forward-Looking Statements

This news release contains both historical and forward-looking
statements. All statements that are not statements of historical fact
are, or may be deemed to be, forward-looking statements. Forward-looking
statements reflect our current expectations concerning future results,
objectives, plans and goals, and involve known and unknown risks,
uncertainties and other factors that are difficult to predict and which
may cause future results, performance or achievements to differ. These
risks, uncertainties and other factors include, among others:
technological developments, alternative content offerings and their
effects in our markets and on consumer behavior; competition for
content, audiences, advertising and distribution in a swiftly
consolidating industry; the public acceptance of our brands, programs,
films and other entertainment content on the various platforms on which
they are distributed; the impact on our advertising revenues of declines
in linear television viewing, deficiencies in audience measurement and
advertising market conditions; the potential for loss of carriage or
other reduction in the distribution of our content; evolving
cybersecurity and similar risks; the failure, destruction or breach of
our critical satellites or facilities; content theft; increased costs
for programming, films and other rights; the loss of key talent;
domestic and global political, economic and/or regulatory factors
affecting our businesses generally; volatility in capital markets or a
decrease in our debt ratings; a potential inability to realize the
anticipated goals underlying our ongoing investments in new businesses,
products, services and technologies; fluctuations in our results due to
the timing, mix, number and availability of our films and other
programming; potential conflicts of interest arising from our ownership
structure with a controlling stockholder; and other factors described in
our news releases and filings with the Securities and Exchange
Commission, including but not limited to our 2018 Annual Report on Form
10-K and our reports on Form 10-Q and Form 8-K. The forward-looking
statements included in this document are made only as of the date of
this document, and we do not have any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances.

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