ViacomCBS Inc. (“ViacomCBS”, “we” or “our”) (NASDAQ: VIAC,
VIACA) today announced that it is increasing the combined aggregate
purchase price (the “Maximum Tender Amount”) of its previously
announced cash tender offers (collectively, the “Offers”) to up to
$2.0 billion (excluding accrued and unpaid interest to, but not
including, the applicable settlement date and excluding fees and
expenses related to the Offers), from the previously announced
Maximum Tender Amount of $1.0 billion. The Offers are for the
following debt securities originally issued by CBS Corporation or
one of its predecessors, CBS Broadcasting Inc. or one of its
predecessors or Viacom Inc., and are the same series as the ones
previously announced: 3.875% Senior Notes due 2021, 2.500% Senior
Notes due 2023, 2.900% Senior Notes due 2023, 3.250% Senior Notes
due 2023, 4.250% Senior Notes due 2023, 7.125% Senior Notes due
2023, 7.875% Debentures due 2023, 5.875% Junior Subordinated
Debentures due 2057 (the “2057 Debentures”), 3.375% Senior Notes
due 2022, 3.125% Senior Notes due 2022 and 2.250% Senior Notes due
2022 (collectively, the “Securities”). The Offers are subject to
the 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 under
“Acceptance Priority Level”), and are made to each registered
holder of Securities (individually, a “Holder,” and collectively,
the “Holders”).
The following table sets forth certain information regarding the
Securities and the Offers:
Title of Security
CUSIP Number
Principal Amount
Outstanding
Acceptance Priority
Level(1)
Reference U.S. Treasury
Security
Bloomberg Reference
Page(2)
Fixed Spread (basis
points)(3)
Early Tender
Premium(4)
Fixed Total
Consideration(3)(4)
3.875% Senior Notes due 2021
92553P AJ1
$600,000,000
1
0.125% UST due April 30, 2022
FIT1
130
$30
N/A
2.500% Senior Notes due 2023
124857 AS2
$400,000,000
2
0.250% UST due April 15, 2023
FIT1
165
$30
N/A
2.900% Senior Notes due 2023
124857 AY9
124857 AU7
U1492DAB7
$400,000,000
3
0.250% UST due April 15, 2023
FIT1
170
$30
N/A
3.250% Senior Notes due 2023
92553P AR3
$181,610,000
4
0.250% UST due April 15, 2023
FIT1
180
$30
N/A
4.250% Senior Notes due 2023
92553P AT9
$1,250,000,000
5
0.250% UST due April 15, 2023
FIT1
180
$30
N/A
7.125% Senior Notes due 2023
124845 AF5
$45,882,000
6
0.250% UST due April 15, 2023
FIT1
205
$30
N/A
7.875% Debentures due 2023
960402 AS4
$186,998,000
7
0.250% UST due April 15, 2023
FIT1
205
$30
N/A
5.875% Junior Subordinated
Debentures due 2057*
92553P BD3
$650,000,000
8
N/A
N/A
N/A
$30
$950
3.375% Senior Notes due 2022
124857 AG8
$700,000,000
9
0.125% UST due April 30, 2022
FIT1
135
$30
N/A
3.125% Senior Notes due 2022
92553P AM4
$195,375,000
10
0.125% UST due April 30, 2022
FIT1
150
$30
N/A
2.250% Senior Notes due 2022
92553P BA9
$49,553,000
11
0.125% UST due April 30, 2022
FIT1
145
$30
N/A
_______________
(1)
Subject to the Maximum Tender Amount and
proration, the principal amount of each series of Securities 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)
The applicable page on Bloomberg from
which the Dealer Managers (as defined herein) will quote the bid
side prices of the applicable U.S. Treasury Security. In the above
table, “UST” denotes a U.S. Treasury Security.
(3)
Includes the Early Tender Premium.
(4)
Per $1,000 principal amount validly
tendered on or prior to the Early Tender Deadline (as defined
herein) and accepted for purchase.
*
The maximum aggregate principal amount of
the 2057 Debentures that will be purchased in the Offers will be
capped at $130,000,000.
The Offers are being made pursuant to and are subject to the
terms and conditions set forth in the Offer to Purchase. The Offers
are scheduled to expire at 11:59 p.m., New York City time, on June
9, 2020, unless extended or earlier terminated by ViacomCBS (the
“Expiration Date”). Tendered Securities may be withdrawn on or
prior to, but not after, 5:00 p.m., New York City time, on May 26,
2020 (the “Withdrawal Deadline”), except in certain limited
circumstances where additional withdrawal rights are required by
law.
Holders of Securities 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”) and accepted for purchase will receive the
applicable total consideration (“Total Consideration”), which
includes an early tender premium of $30.00 per $1,000 principal
amount of the Securities accepted for purchase (the “Early Tender
Premium”). The Total Consideration for each series of Securities,
other than the 2057 Debentures, validly tendered and accepted for
purchase will be determined in the manner described in the Offer to
Purchase 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 specified in the table above and in the
Offer to Purchase. In calculating the applicable Total
Consideration for a series of Securities, other than the 2057
Debentures, the application of the par call date, if any, will be
in accordance with standard market practice. The Total
Consideration for the 2057 Debentures will be $950 per $1,000
principal amount. Holders of Securities who validly tender their
Securities following the Early Tender Deadline and on or prior to
the Expiration Date will only receive the applicable Tender Offer
Consideration per $1,000 principal amount of any such Securities
validly tendered by such Holders that are accepted for purchase,
which is equal to the applicable Total Consideration minus the
Early Tender Premium. The Total Consideration and Tender Offer
Consideration, other than with respect to the 2057 Debentures, will
be determined at 10:00 a.m., New York City time, on May 27, 2020,
unless extended by ViacomCBS.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all Holders of Securities accepted
for purchase will also receive accrued and unpaid interest rounded
to the nearest cent, on such $1,000 principal amount of Securities
from the last applicable interest payment date up to, but not
including, the applicable settlement date.
The settlement date for Securities validly tendered and not
validly withdrawn on or prior to the Early Tender Deadline and
accepted for purchase is expected to be May 28, 2020, the second
business day after the Early Tender Deadline (the “Early Settlement
Date”). The settlement date for Securities validly tendered
following the Early Tender Deadline but on or prior to the
Expiration Date and accepted for purchase is expected to be June
11, 2020, the second business day after the Expiration Date,
assuming that the Maximum Tender Amount of Securities is not
purchased on the Early Settlement Date.
Subject to the Maximum Tender Amount, the tender cap of
$130,000,000 aggregate principal amount for the 2057 Debentures
(the “2057 Debentures Tender Cap”) and proration, all Securities
validly tendered and not validly withdrawn on or prior to the Early
Tender Deadline having a higher Acceptance Priority Level (with 1
being the highest) will be accepted before any validly tendered
Securities having a lower Acceptance Priority Level (with 11 being
the lowest), and all Securities validly tendered following the
Early Tender Deadline having a higher Acceptance Priority Level
will be accepted before any Securities validly tendered following
the Early Tender Deadline having a lower Acceptance Priority Level.
If the Offers are not fully subscribed as of the Early Tender
Deadline, subject to the Maximum Tender Amount, the 2057 Debentures
Tender Cap and proration, Securities validly tendered and not
validly withdrawn on or prior to the Early Tender Deadline will be
accepted for purchase 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. ViacomCBS
reserves the absolute right to increase or decrease the Maximum
Tender Amount and/or increase, decrease or eliminate the 2057
Debentures Tender Cap without extending the Early Tender Deadline
or the Withdrawal Deadline, subject to compliance with applicable
law. There can be no assurance that ViacomCBS will increase or
decrease the Maximum Tender Amount and/or increase, decrease or
eliminate the 2057 Debentures Tender Cap.
If the Offers are fully subscribed as of the Early Tender
Deadline, Holders who validly tender Securities following the Early
Tender Deadline but on or prior to the Expiration Date will not
have any of their Securities accepted for purchase regardless of
their Acceptance Priority Level.
Securities of a series may be subject to proration (rounded to
avoid the purchase of Securities in a principal amount other than
in an integral multiple of $1,000) if the aggregate purchase price
of the Securities of such series validly tendered and not validly
withdrawn would cause the Maximum Tender Amount to be exceeded or,
in the case of the 2057 Debentures, if the aggregate principal
amount of the 2057 Debentures validly tendered and not validly
withdrawn is greater than the 2057 Debentures Tender Cap.
ViacomCBS’ obligation to accept for purchase, and to pay for, the
Securities validly tendered and not validly withdrawn in the Offers
is subject to the satisfaction or waiver of the conditions as
described in the Offer to Purchase, including the Financing
Condition (as defined therein). 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;
(iii) increase or decrease the Maximum Tender Amount and/or
increase, decrease or eliminate the 2057 Debentures Tender Cap
without extending the Early Tender Deadline or the Withdrawal
Deadline; or (iv) 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/20200512005922/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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