ViacomCBS Inc. (“ViacomCBS”) (NASDAQ: VIAC, VIACA) today
announced that in connection with its previously-announced cash
tender offers (collectively, the “Offers”) for up to $2.0 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 referred to as the “Securities” and each
referred to as a “series” of Securities, from each registered
holder of Securities (individually, a “Holder,” and collectively,
the “Holders”), approximately $1.59 billion in combined aggregate
principal amount of Securities were validly tendered and not
validly withdrawn on or prior to 5:00 p.m., New York City time, on
May 26, 2020 (the “Early Tender Deadline”), in the aggregate
amounts as shown in the table. The Offers are subject to proration
procedures described in the Offer to Purchase, dated May 12, 2020
(the “Offer to Purchase”) and order of priority (the “Acceptance
Priority Levels”) as set forth in the table below.
The 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) of
Securities accepted for purchase on the early settlement date,
which is currently expected to be May 28, 2020 (the “Early
Settlement Date”) will reduce the amount of Securities to be
accepted for purchase on the final settlement date (the “Final
Settlement Date”) to the extent the combined aggregate purchase
price of Securities accepted for purchase on the Final Settlement
Date, together with the combined aggregate purchase price of the
Securities accepted for purchase on the Early Settlement Date,
exceeds the Maximum Tender Amount.
ViacomCBS also today announced it has amended the Offers by (i)
changing the fixed spread for the total consideration to be paid
for all 3.875% Senior Notes due 2021 validly tendered and accepted
for purchase to 30 basis points over the yield to maturity based on
the bid side price of the 0.125% UST due April 30, 2022 to be
determined at pricing and (ii) providing that Holders of all series
of Securities who validly tender their Securities following the
Early Tender Deadline and on or prior to the expiration date of
11:59 p.m., New York City Time, on June 9, 2020 (the “Expiration
Date”) will also receive the early tender premium of $30.00 per
$1,000 principal amount of Securities accepted for purchase.
The terms and conditions of the Offers are described in the
Offer to Purchase and remain unchanged except as amended
hereby.
Title of Security
CUSIP Number
Acceptance Priority
Level
Aggregate Principal Amount
Outstanding Prior to the Offers
Aggregate Principal Amount
Tendered(1)
3.875% Senior Notes due 2021
92553P AJ1
1
$600,000,000
$170,045,000
2.500% Senior Notes due 2023
124857 AS2
2
$400,000,000
$169,941,000
2.900% Senior Notes due 2023
124857 AY9
124857 AU7
U1492DAB7
3
$400,000,000
$156,607,000
3.250% Senior Notes due 2023
92553P AR3
4
$181,610,000
$39,549,000
4.250% Senior Notes due 2023
92553P AT9
5
$1,250,000,000
$406,345,000
7.125% Senior Notes due 2023
124845 AF5
6
$45,882,000
$11,044,000
7.875% Debentures due 2023
960402 AS4
7
$186,998,000
$47,557,000
5.875% Junior Subordinated
Debentures due 2057*
92553P BD3
8
$650,000,000
$232,180,000
3.375% Senior Notes due 2022
124857 AG8
9
$700,000,000
$271,186,000
3.125% Senior Notes due 2022
92553P AM4
10
$195,375,000
$76,054,000
2.250% Senior Notes due 2022
92553P BA9
11
$49,553,000
$14,077,000
(1) As of the Early Tender Deadline. * The maximum aggregate
principal amount of the 5.875% Junior Subordinated Debentures due
2057 (the “2057 Debentures”) that will be purchased in the Offers
will be capped at $130,000,000.
The validly tendered principal amounts of each series of
Securities listed in the table above, other than with respect to
the 2057 Debentures, are expected to be accepted for purchase on
the Early Settlement Date. The principal amount of 2057 Debentures
expected to be purchased is limited to $130,000,000 (the “2057
Debentures Tender Cap”).
Securities validly tendered and not validly withdrawn on or
prior to the Early Tender Deadline will be accepted for purchase,
subject to the 2057 Debentures Tender Cap, in priority to other
Securities validly tendered following the Early Tender Deadline
even if such Securities validly tendered following the Early Tender
Deadline have a higher Acceptance Priority Level than Securities
validly tendered on or prior to the Early Tender Deadline.
Securities validly tendered following the Early Tender Deadline,
other than the 2057 Debentures, will be subject to the Maximum
Tender Amount and proration.
Because the amount of 2057 Debentures to be purchased on the
Early Settlement Date is expected to equal the 2057 Debentures
Tender Cap, 2057 Debentures tendered on or after the Early Tender
Deadline are not expected to be accepted for purchase.
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.
Holders of Securities validly tendered and not validly withdrawn
on or prior to the Early Tender Deadline will be eligible to
receive the Total Consideration (as defined in the Offer to
Purchase), which 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 ViacomCBS.
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.
Holders of Securities validly tendered and not validly withdrawn
on or prior to the Expiration Date will also be eligible to receive
the Total Consideration, which 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
ViacomCBS. All payments for Securities purchased in connection with
the expiration of the Offers 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 Final Settlement Date.
In accordance with the terms of the Offers, the withdrawal
deadline was 5:00 p.m., New York City time, on May 26, 2020. As a
result, tendered Securities may no longer be withdrawn and
Securities tendered after 5:00 p.m., New York City time, on May 26,
2020 cannot be withdrawn once tendered in an Offer, except in
certain limited circumstances where additional withdrawal rights
are required by law (as determined by ViacomCBS).
ViacomCBS reserves the absolute right, subject to applicable
law, to: (i) waive any and all conditions to the Offers; (ii)
extend or terminate the Offers; or (iii) otherwise amend the Offers
in any respect.
Information Relating to the Offers
Citigroup Global Markets Inc., Deutsche Bank Securities Inc.,
J.P. Morgan Securities LLC and Mizuho Securities USA 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 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), J.P. Morgan Securities LLC, Liability
Management Group, at (212) 834-3424 (collect) or (866) 834-4666
(toll‑free) or Mizuho Securities USA LLC, Liability Management
Group, at (212) 205-7736 (collect) or (866) 271-7403
(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. 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 ViacomCBS, the dealer managers, or the information and tender
agent is making any recommendation as to whether or not holders
should tender their Securities in connection with the Offers.
About ViacomCBS
ViacomCBS (NASDAQ: VIAC; VIACA) is a leading global media and
entertainment company that creates premium content and experiences
for audiences worldwide. Driven by iconic consumer brands, its
portfolio includes CBS, Showtime Networks, Paramount Pictures,
Nickelodeon, MTV, Comedy Central, BET, CBS All Access, Pluto TV and
Simon & Schuster, among others. The company delivers the
largest share of the US television audience and boasts one of the
industry’s most important and extensive libraries of TV and film
titles. In addition to offering innovative streaming services and
digital video products, ViacomCBS provides powerful capabilities in
production, distribution and advertising solutions for partners on
five continents.
Cautionary Statement Concerning Forward-Looking
Statements
This communication contains both historical and forward-looking
statements. All statements other than statements of historical fact
are, or may be deemed to be, 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.
Similarly, statements that describe our objectives, plans or goals
are or may be forward-looking statements. These forward-looking
statements reflect our current expectations concerning future
results and events; generally can be identified by the use of
statements that include phrases such as “believe,” “expect,”
“anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “may,”
“could,” “estimate” or other similar words or phrases; and involve
known and unknown risks, uncertainties and other factors that are
difficult to predict and which may cause our actual results,
performance or achievements to be different from any future
results, performance or achievements expressed or implied by these
statements. These risks, uncertainties and other factors include,
among others: the impact of the COVID-19 pandemic (and other
widespread health emergencies or pandemics) and measures taken in
response thereto; technological developments, alternative content
offerings and their effects in our markets and on consumer
behavior; the impact on our advertising revenues of changes in
consumers’ content viewership, deficiencies in audience measurement
and advertising market conditions; the public acceptance of our
brands, programming, films, published content and other
entertainment content on the various platforms on which they are
distributed; increased costs for programming, films and other
rights; the loss of key talent; competition for content, audiences,
advertising and distribution in consolidating industries; the
potential for loss of carriage or other reduction in or the impact
of negotiations for the distribution of our content; the risks and
costs associated with the integration of the CBS Corporation and
Viacom Inc. businesses and investments in new businesses, products,
services and technologies; evolving cybersecurity and similar
risks; the failure, destruction or breach of critical satellites or
facilities; content theft; domestic and global political, economic
and/or regulatory factors affecting our businesses generally;
volatility in capital markets or a decrease in our debt ratings;
strikes and other union activity; fluctuations in our results due
to the timing, mix, number and availability of our films and other
programming; losses due to asset impairment charges for goodwill,
intangible assets, FCC licenses and programming; liabilities
related to discontinued operations and former businesses; 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 most recent Annual Report on Form
10-K and reports on Form 10-Q and Form 8-K. There may be additional
risks, uncertainties and factors that we do not currently view as
material or that are not necessarily known. The forward-looking
statements included in this communication are made only as of the
date of this communication, and we do not undertake any obligation
to publicly update any forward-looking statements to reflect
subsequent events or circumstances.
VIAC-IR
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200527005291/en/
Press: Justin Dini Executive Vice President,
Corporate Communications (212) 846-2724 justin.dini@viacbs.com
Justin Blaber Senior Director, Corporate Communications
(212) 846-3139 justin.blaber@viacom.com
Pranita Sookai Director, Corporate Communications (212)
846-7553 pranita.sookai@viacom.com
Investors:
Anthony DiClemente Executive Vice President, Investor
Relations (212) 846-5208 anthony.diclemente@viacbs.com
Jaime Morris Vice President, Investor Relations (212)
846-5237 jaime.morris@viacbs.com
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