Viacom Inc. (NASDAQ: VIAB, VIA) today announced the pricing
terms of its previously-announced cash tender offers (collectively,
the “Offers”) for up to $1.0 billion combined 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 “Maximum Tender Amount”) of
the debt securities identified in the table below (collectively,
the “Securities”). The terms and conditions of the Offers are
described in the Offer to Purchase dated November 21, 2017 (the
“Offer to Purchase”) and the related Letter of Transmittal dated
November 21, 2017 (the “Letter of Transmittal”), and remain
unchanged except as amended hereby.
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 5, 2017 (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 6, 2017, 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validly tendered and not validly withdrawn by such holders and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
4.500% Senior Debentures due 2042 92553PAL6 1
2.750% UST due August 15, 2047 2.705% 275 $
872.40 $ 41,238,000 $ 41,238,000 4.875% Senior
Debentures due 2043 92553PAQ5 2 2.750% UST due
August 15, 2047 2.705% 275 $ 920.58 $
5,109,000 $ 5,109,000 4.850% Senior Debentures due 2034
92553PAZ5 3 2.750% UST due August 15, 2047
2.705% 255 $ 954.79 $ 307,481,000
$ 307,481,000 3.450% SeniorNotes due 2026 92553PBB7
4 2.250% UST due November 15, 2027 2.319%
170 $ 958.04 $ 115,042,000 $
115,042,000 2.250% SeniorNotes due 2022 92553PBA9 5
2.000% UST due October 31, 2022 2.106% 130
$ 955.51 $ 86,601,000 $ 86,601,000 5.250%
Senior Debentures due 2044 92553PAW2 6 2.750%
UST due August 15, 2047 2.705% 275 $ 971.45
$ 202,377,000 $ 202,377,000 3.250% SeniorNotes due
2023 92553PAR3 7 2.000% UST due October 31,
2022 2.106% 165 $ 975.96 $ 118,390,000
$ 118,390,000 3.125% SeniorNotes due 2022 92553PAM4
8 2.000% UST due October 31, 2022 2.106%
145 $ 982.14 $ 104,625,000 $
104,625,000 3.875% SeniorNotes due 2024 92553PAX0 9
2.250% UST due November 15, 2027 2.319% 155
$ 1,000.30 $ 152,544,000 $ 57,861,000 2.750%
SeniorNotes due 2019 92553PAY8 10 1.500% UST
due October 31, 2019 1.807% 85 $ 1,001.74
$ 65,538,000 $ 0 4.250% SeniorNotes due 2023
92553PAT9 11 2.000% UST due October 31, 2022
2.106% 185 $ 1,014.36 $ 385,325,000 $ 0
3.875% SeniorNotes due 2021 92553PAJ1 12
2.000% UST due October 31, 2022 2.106% 125 $
1,019.37 $ 204,627,000 $ 0 5.850% Senior Debentures
due 2043 92553PAU6 13 2.750% UST due August
15, 2047 2.705% 290 $ 1,032.78 $
240,996,000 $ 0
_______________
(1) Per $1,000 principal amount of the Securities
that are tendered and accepted for purchase. (2) As of the Early
Tender Deadline.
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 registered 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 tendered 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 7, 2017. In
accordance with the terms of the Offers, the withdrawal deadline
was 5:00 p.m., New York City time, on December 5, 2017.
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 19, 2017, 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 the combined aggregate purchase price exceeds
the Maximum Tender Amount, Viacom does not expect to accept for
purchase any tenders of Securities after the Early Tender
Deadline.
Information Relating to the
Offers
BNP Paribas Securities Corp., J.P. Morgan Securities LLC, Mizuho
Securities USA LLC and MUFG Securities Americas Inc. 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 BNP Paribas
Securities Corp., Liability Management Group, at (212)
841-3059 (collect) or (888) 210-4358 (toll-free), J.P. Morgan
Securities LLC, Liability Management Group, at (212) 834-3424
(collect) or (866) 834-4666 (toll-free), Mizuho Securities USA LLC,
Liability Management Group, at (212) 205-7736 (collect) or (866)
271-7403 (toll-free), or MUFG Securities Americas
Inc., Liability Management Group, at (212) 405-7481 (collect)
or (877) 744-4532 (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 information agent or the tender agent is making any
recommendation as to whether or not holders should tender their
Securities in connection with the Offers.
About Viacom
Viacom is home to premier global media brands that create
compelling entertainment content – including television programs,
motion pictures, short-form content, apps, games, consumer
products, podcasts, live events and social media experiences – for
audiences in more than 180 countries. Viacom's media networks,
including Nickelodeon, Nick Jr., MTV, BET, Comedy Central, Spike
(to be rebranded as Paramount Network in the U.S.), VH1, TV Land,
CMT, Logo, Channel 5 (UK), Telefe (Argentina), Colors (India) and
Paramount Channel, reach approximately 4.3 billion cumulative
television subscribers worldwide. Paramount Pictures is a major
global producer and distributor of filmed entertainment. Paramount
Television develops, finances and produces original programming for
television and digital platforms.
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: the public acceptance of
our brands, programs, motion pictures and other entertainment
content on the various platforms on which they are distributed;
technological developments, alternative content offerings and their
effects in our markets and on consumer behavior; the potential for
loss of carriage or other reduction in the distribution of our
content; economic fluctuations in advertising and retail markets,
and economic conditions generally; the impact of inadequate
audience measurement on our program ratings and advertising and
affiliate revenues; significant changes in our senior leadership
and the ability of our recently-announced strategic initiatives to
achieve their operating objectives; evolving cybersecurity and
similar risks; the impact of piracy; increased costs for
programming, motion pictures and other rights; the loss of key
talent; competition for content, audiences, advertising and
distribution; fluctuations in our results due to the timing, mix,
number and availability of our motion pictures and other
programming; other domestic and global economic, political,
business, competitive and/or regulatory factors affecting our
businesses generally; changes in the Federal communications or
other laws and regulations; and other factors described in our news
releases and filings with the Securities and Exchange Commission,
including but not limited to our 2017 Annual Report on Form 10-K
and 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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version on businesswire.com: http://www.businesswire.com/news/home/20171206006284/en/
Viacom Inc.Press:Alex
Rindler, 212-846-4337Senior Manager, Corporate
Communicationsalex.rindler@viacom.comInvestors:James Bombassei,
212-258-6377Senior Vice President, Investor
Relationsjames.bombassei@viacom.comorLou Converse, 212-846-8110Vice
President, Assistant Treasurerlou.converse@viacom.com
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