NEW
YORK, Nov. 9, 2023 /PRNewswire/ -- Paramount
Global ("Paramount," "we" or "our") (NASDAQ: PARA, PARAA) today
announced the pricing terms of its previously announced cash tender
offers (collectively, the "Any and All Offers") for any and all of
its 4.750% Senior Notes due 2025 and 3.450% Senior Notes due 2026
(collectively, the "Any and All Securities"). The Any and All
Offers are being made pursuant to and are subject to the terms and
conditions set forth in the Offer to Purchase dated November 2, 2023 (as amended or supplemented, the
"Offer to Purchase") and related notice of guaranteed delivery (as
may be amended or supplemented from time to time, the "Notice of
Guaranteed Delivery"). Each of the Any and All Offers is a separate
offer made to all registered holders of the Any and All Securities
(collectively, the "Holders") and each may be individually amended,
extended or terminated by Paramount.
The applicable Total Consideration (set forth in the table
below) for each series of Any and All Securities validly tendered
and accepted for purchase pursuant to the Any and All Offers was
determined by reference to the applicable fixed spread over the
yield to maturity based on the bid side price of the applicable
Reference U.S. Treasury Security, in each case as set forth in the
table below. The Reference Yields, as determined pursuant to the
Offer to Purchase, set forth in the table below were determined at
2:00 p.m., New York City time, on November 9, 2023, by the Dealer Managers (as
defined below).
The following table sets forth certain information regarding the
Any and All Securities and the Any and All Offers:
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
Page
|
Reference
Yield
|
Fixed Spread
(basis points)
|
Total
Consideration(1)
|
4.750% Senior Notes
due 2025
|
92556H AA5
|
$555,000,000
|
2.750% UST due
May 15, 2025
|
FIT4
|
5.162 %
|
50
|
$987.06
|
3.450% Senior Notes
due 2026
|
92553P BB7
|
$124,190,000
|
4.625% UST due
October 15, 2026
|
FIT1
|
4.748 %
|
170
|
$922.14
|
|
|
|
|
|
|
|
|
(1)
|
Per $1,000 principal
amount of Any and All Securities validly tendered on or prior to
the Any and All Expiration Date (as defined below) and accepted for
purchase.
|
Holders of Any and All Securities validly tendered and not
validly withdrawn, or for which a properly completed and duly
executed Notice of Guaranteed Delivery is delivered pursuant to the
guaranteed delivery procedures described in the Offer to Purchase
(the "Guaranteed Delivery Procedures"), on or prior to 5:00 p.m., New York City time,
on November 9, 2023, unless extended by Paramount
(the "Any and All Expiration Date"), and accepted for
purchase, will receive the applicable Total Consideration for the
Any and All Securities. Tendered Any and All Securities may be
withdrawn on or prior to, but not after, 5:00 p.m., New York
City time, on November 9, 2023
(such date and time, as may be extended by Paramount, the "Any and
All Withdrawal Deadline"), except in certain limited circumstances
where additional withdrawal rights are required by law.
In addition to the Total Consideration, the Holders of Any and
All Securities accepted for purchase will also receive accrued and
unpaid interest rounded to the nearest cent, on such $1,000 principal amount of Any and All Securities
from the last applicable interest payment date up to, but not
including, the Any and All Settlement Date (as defined below)
("Accrued Interest"). The interest payment payable on November 15, 2023 with respect to the 4.750%
Senior Notes due 2025 will be paid to record holders of such notes
as of November 1, 2023 and will not
be included in the calculation of Accrued Interest payable on such
notes purchased in the Any and All Offers.
The settlement date for Any and All Securities validly tendered
and not validly withdrawn, or for which a properly completed and
duly executed Notice of Guaranteed Delivery is delivered pursuant
to the Guaranteed Delivery Procedures, on or prior to the Any and
All Expiration Date and accepted for purchase is expected to be
November 15, 2023, the third business
day after the Any and All Expiration Date (the "Any and All
Settlement Date"). No tenders of the Any and All Securities or
deliveries of a Notice of Guaranteed Delivery will be valid if
submitted after the Any and All Expiration Date.
Paramount's obligation to accept for purchase, and to pay for,
the Any and All Securities validly tendered and not validly
withdrawn in the Any and All Offers is subject to the satisfaction
or waiver of the conditions as described in the Offer to Purchase.
Paramount reserves the absolute right, subject to applicable law,
to: (i) waive any and all conditions applicable to any of the
Any and All Offers; (ii) extend or terminate any of the Any
and All Offers; or (iii) otherwise amend any of the Any and
All Offers in any respect.
Information Relating to the Any and All Offers
RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc.,
TD Securities (USA) LLC and
Wells Fargo Securities, LLC are acting as the dealer managers for
the Any and All Offers (together, the "Dealer Managers"). The
information agent and tender agent for the Any and All Offers
is Global Bondholder Services Corporation (the "Tender
Agent"). Copies of the Offer to Purchase and the Notice of
Guaranteed Delivery may be accessed at the following link:
https://www.gbsc-usa.com/paramount. Questions regarding the
procedures for tendering the Any and All Securities may be directed
to the Tender Agent by telephone at (855) 654-2015 (toll-free) or
(212) 430‑3774 (banks and brokers) or by email at
contact@gbsc-usa.com. Questions regarding the Any and All Offers
should be directed to RBC Capital Markets, LLC, Liability
Management, at (212) 618-7843 (collect) or (877)
381-2099 (toll-free) or by email at
liability.management@rbccm.com, SMBC Nikko Securities America,
Inc., Debt Capital Markets – Liability Management, at (888)
284-9760 (toll-free) or by email at
liabilitymanagement@smbcnikko-si.com, TD Securities (USA) LLC, Liability Management, at (212)
827-2842 (collect) or (866) 584-2096 (toll-free) or by email at
LM@tdsecurities.com, or Wells Fargo Securities, LLC, Liability
Management Group at (704) 410-4756 (collect) or (866)
309-6316 (toll‑free) or by email at
liabilitymanagement@wellsfargo.com.
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
Any and All 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 Paramount, the Dealer Managers, the Tender
Agent, the trustees with respect to the Any and All Securities or
any of their respective affiliates is making any recommendation as
to whether Holders should tender their Any and All Securities in
connection with the Any and All Offers.
PARA-IR
ABOUT PARAMOUNT
Paramount (NASDAQ: PARA, PARAA) is a leading global media,
streaming 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, Paramount+ and
Pluto TV. The company holds one of the industry's most extensive
libraries of TV and film titles. In addition to offering innovative
streaming services and digital video products, Paramount provides
powerful capabilities in production, distribution, and advertising
solutions.
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING
STATEMENTS
This communication contains both historical and forward‑looking
statements. 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: risks related to our streaming business; the adverse
impact on our advertising revenues as a result of changes in
consumer viewership, advertising market conditions and deficiencies
in audience measurement; risks related to operating in highly
competitive industries, including cost increases; our ability to
maintain attractive brands and to offer popular content; changes in
consumer behavior, as well as evolving technologies and
distribution models; the potential for loss of carriage or other
reduction in or the impact of negotiations for the distribution of
our content; damage to our reputation or brands; risks related to
our ongoing investments in new businesses, products, services,
technologies and other strategic activities; losses due to asset
impairment charges for goodwill, intangible assets, FCC licenses
and programming; risks related to environmental, social and
governance (ESG) matters; evolving business continuity,
cybersecurity, privacy and data protection and similar risks;
content infringement; domestic and global political, economic and
regulatory factors affecting our businesses generally; the impact
of COVID-19 and other pandemics and measures taken in response
thereto; liabilities related to discontinued operations and former
businesses; the loss of existing or inability to hire new key
employees or secure creative talent; strikes and other union
activity, including the ongoing Screen Actors Guild-American
Federation of Television and Radio Artists (SAG-AFTRA) strike;
volatility in the price of our common stock; 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.
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SOURCE Paramount Global