ViacomCBS Inc. (“ViacomCBS”) (NASDAQ: VIAC, VIACA) today
announced the pricing terms of 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”). 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 terms and conditions
of the Offers are described in the Offer to Purchase and remain
unchanged except as amended by the press release issued earlier
today announcing the early tender results and increase in
consideration and as amended hereby.
The “Total Consideration” for each series, other than the 5.875%
Junior Subordinated Debentures due 2057 (the “2057 Debentures”),
per $1,000 principal amount of Securities validly tendered and
accepted for purchase pursuant to the Offers 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, 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 May 26, 2020 (the “Early Tender Deadline”) and
whose Securities are accepted for purchase by ViacomCBS. The
Reference Yields (as determined pursuant to the Offer to Purchase)
listed in the table were determined at 10:00 a.m., New York City
time, today, May 27, 2020, 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of Securities validly tendered and not validly withdrawn by such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 ViacomCBS. The Total
Consideration for the 2057 Debentures is $950 per $1,000 principal
amount.
As announced previously today, ViacomCBS 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
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 following table sets forth certain information regarding the
Securities and the Offers:
Title of Security
CUSIP Number
Acceptance Priority
Level(1)
Reference U.S. Treasury
Security
Reference Yield
Fixed Spread (basis
points)(2)
Total Consideration(3)
Aggregate Principal Amount
Tendered(4)
Aggregate Principal
Amount Expected to
be Accepted for
Purchase
3.875% Senior Notes due 2021
92553P AJ1
1
0.125% UST due April 30, 2022
0.174%
30
$ 1,052.36
$170,045,000
$170,045,000
2.500% Senior Notes due 2023
124857 AS2
2
0.250% UST due April 15, 2023
0.206%
165
$ 1,016.45
$169,941,000
$169,941,000
2.900% Senior Notes due 2023
124857 AY9
124857 AU7
U1492DAB7
3
0.250% UST due April 15, 2023
0.206%
170
$ 1,028.16
$156,607,000
$156,607,000
3.250% Senior Notes due 2023
92553P AR3
4
0.250% UST due April 15, 2023
0.206%
180
$ 1,030.74
$39,549,000
$39,549,000
4.250% Senior Notes due 2023
92553P AT9
5
0.250% UST due April 15, 2023
0.206%
180
$ 1,065.19
$406,345,000
$406,345,000
7.125% Senior Notes due 2023
124845 AF5
6
0.250% UST due April 15, 2023
0.206%
205
$ 1,159.59
$11,044,000
$11,044,000
7.875% Debentures due 2023
960402 AS4
7
0.250% UST due April 15, 2023
0.206%
205
$ 1,175.51
$47,557,000
$47,557,000
5.875% Junior Subordinated
Debentures due 2057*
92553P BD3
8
N/A
N/A
N/A
$950.00
$232,180,000
$130,000,000
3.375% Senior Notes due 2022
124857 AG8
9
0.125% UST due April 30, 2022
0.174%
135
$ 1,027.50
$271,186,000
$271,186,000
3.125% Senior Notes due 2022
92553P AM4
10
0.125% UST due April 30, 2022
0.174%
150
$ 1,025.59
$76,054,000
$76,054,000
2.250% Senior Notes due 2022
92553P BA9
11
0.125% UST due April 30, 2022
0.174%
145
$ 1,009.84
$14,077,000
$14,077,000
(1) Subject to the Maximum Tender Amount, the 2057 Debentures
Tender Cap (as defined herein) and proration, the principal amount
of each series of Securities validly tendered on or after the Early
Tender Deadline and prior to the Expiration Date that is purchased
in the Offers will be determined in accordance with the applicable
acceptance priority level (in numerical priority order with 1 being
the highest Acceptance Priority Level and 11 being the lowest)
specified in this column.
(2) Includes the Early Tender Premium.
(3) Per $1,000 principal amount of the Securities that are
tendered and accepted for purchase.
(4) As of the Early Tender Deadline.
* The maximum aggregate principal amount of the 5.875% Junior
Subordinated Debentures due 2057 that will be purchased in the
Offers will be capped at $130,000,000.
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 May 28, 2020 (the “Early
Settlement Date”).
ViacomCBS currently expects to accept for purchase on the Early
Settlement Date 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.
The principal amount of 5.875% Junior Subordinated Debentures due
2057 (the “2057 Debentures”) 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, Acceptance Priority Levels and proration.
Because the amount of 2057 Debentures to be purchased on the
Early Settlement Date equals the 2057 Debentures Tender Cap, 2057
Debentures tendered after the Early Tender Deadline will not 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.
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 will
reduce the amount of Securities to be accepted for purchase on the
final settlement date, which is expected to be on June 11, 2020
(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.
Holders of Securities validly tendered after the Early Tender
Deadline and on or prior to the Expiration Date will also be
eligible to receive the Total Consideration as set forth in the
table above, which includes an early tender premium of $30 per
$1,000 principal amount of Securities validly tendered 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 not be withdrawn, 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/20200527005859/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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