Viacom Inc. (“Viacom”, “we” or “our”) (NASDAQ: VIAB, VIA) today
announced the pricing terms of its previously-announced cash tender
offers (collectively, the “Offers”) for (1) up to $329,847,000 in
aggregate principal amount (the “Capped Tender Amount”) of the
5.625% Senior Notes due 2019 issued by Viacom (the “Capped Tender
Notes”), subject to proration procedures, and (2) up to
$763,698,730.61 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
“Waterfall Tender Amount”) of the debt securities issued by Viacom
as set forth in the table below under “Waterfall Tender Offers”
(collectively referred to as the “Waterfall Tender Notes” and,
together with the Capped Tender Notes, the “Securities;” and each
series of Securities, a “series”), subject to the Acceptance
Priority Levels (set forth in the table below) and proration
procedures, in each case from each registered holder of Securities
(individually, a “Holder,” and collectively, the “Holders”). The
terms and conditions of the Offers are described in the Offer to
Purchase dated November 19, 2018 (the “Offer to Purchase”) and the
related Letter of Transmittal dated November 19, 2018 (the “Letter
of Transmittal”), and remain unchanged except as amended hereby and
by Viacom’s press release earlier today announcing the early tender
results, the increase of the Capped Tender Amount and the Waterfall
Tender Amount of the Offers and the change in the expiration
date.
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 3, 2018 (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 4, 2018, 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
AcceptancePriority
Level
Reference U.S. Treasury
Security
ReferenceYield
FixedSpread(basispoints)
Total
Consideration(1)
AggregatePrincipal
AmountTendered(2)
Aggregate PrincipalAmount
Expected tobe Accepted forPurchase
Capped Tender Offer: 5.625% Senior Notes due
2019 92553PAD4 N/A 0.875% UST due
September 15, 2019
2.703% 35 $ 1,019.57 $ 329,847,000
$ 329,847,000
Waterfall Tender Offers:
2.750% Senior Notes due 2019 92553PAY8 1
1.375% UST due
December 15, 2019
2.769% 35 $ 996.29 $ 162,079,000
$ 162,079,000 4.500% Senior Debentures due 2042 92553PAL6
2 3.000% UST due
August 15, 2048
3.217% 240 $ 855.98 $ 16,571,000
$ 16,571,000 4.875% Senior Debentures due 2043 92553PAQ5
3 3.000% UST due
August 15, 2048
3.217% 240 $ 901.83 $ 14,405,000
$ 14,405,000 4.850% Senior Debentures due 2034 92553PAZ5
4 3.000% UST due
August 15, 2048
3.217% 210 $ 950.03 $ 196,948,000
$ 196,948,000 3.450% Senior Notes due 2026 92553PBB7
5 3.125% UST due
November 15, 2028
2.953% 125 $ 950.16 $ 354,803,000
$ 354,803,000 2.250% Senior Notes due 2022 92553PBA9
6 2.875% UST due
October 31, 2023
2.830% 110 $ 950.45 $ 72,570,000
$ 53,469,000 5.250% Senior Debentures due 2044 92553PAW2
7 3.000% UST due
August 15, 2048
N/A 225 N/A $ 239,487,000
$ 0 3.250% Senior Notes due 2023 92553PAR3 8
2.875% UST due
October 31, 2023
N/A 120 N/A $ 53,192,000
$ 0 3.125% Senior Notes due 2022 92553PAM4 9
2.875% UST due
October 31, 2023
N/A 115 N/A $ 84,905,000
$ 0 3.875% Senior Notes due 2024 92553PAX0 10
2.875% UST due
October 31, 2023
N/A 110 N/A $ 186,462,000
$ 0 3.875% Senior Notes due 2021 92553PAJ1 11
2.875% UST due
November 15, 2021
N/A 75 N/A $ 291,774,000
$ 0 4.250% Senior Notes due 2023 92553PAT9 12
2.875% UST due
October 31, 2023
N/A 105 N/A $ 774,289,000
$ 0 4.500% Senior Notes due 2021 925524BG4 13
2.875% UST due
November 15, 2021
N/A 80 N/A $ 135,801,000
$ 0 5.850% Senior Debentures due 2043 92553PAU6 14
3.000% UST due
August 15, 2048
N/A 230 N/A $ 583,142,000
$ 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 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 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 December 5, 2018. In
accordance with the terms of the Offers, the withdrawal deadline
was 5:00 p.m., New York City time, on December 3, 2018. 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 18, 2018, 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 (1) in the case of the Capped Tender Notes, the
aggregate principal amount equals the Capped Tender Amount and (2)
in the case of the Waterfall Tender Notes, the aggregate purchase
price exceeds the Waterfall Tender Amount, Viacom does not expect
to accept for purchase any tenders of Securities after the Early
Tender Deadline.
Information Relating to the
Offers
Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and
RBC Capital Markets, 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, 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 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) or
RBC Capital Markets, LLC, Liability Management Group, at (212)
618-7843 (collect) or (877) 381-2099 (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 tender agent or the information agent is making any
recommendation as to whether or not Holders should tender their
Securities in connection with the Offers.
About Viacom
Viacom creates entertainment experiences that drive conversation
and culture around the world. Through television, film, digital
media, live events, merchandise and solutions, our brands connect
with diverse, young and young at heart audiences in more than 180
countries.
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: technological
developments, alternative content offerings and their effects in
our markets and on consumer behavior; competition for content,
audiences, advertising and distribution in a swiftly consolidating
industry; the public acceptance of our brands, programs, films and
other entertainment content on the various platforms on which they
are distributed; the impact on our advertising revenues of declines
in linear television viewing, deficiencies in audience measurement
and advertising market conditions; the potential for loss of
carriage or other reduction in the distribution of our content;
evolving cybersecurity and similar risks; the failure, destruction
or breach of our critical satellites or facilities; content theft;
increased costs for programming, films and other rights; the loss
of key talent; domestic and global political, economic and/or
regulatory factors affecting our businesses generally; volatility
in capital markets or a decrease in our debt ratings; a potential
inability to realize the anticipated goals underlying our ongoing
investments in new businesses, products, services and technologies;
fluctuations in our results due to the timing, mix, number and
availability of our films and other programming; 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 2018 Annual Report on Form 10-K
and our 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181204006117/en/
Press:Alex RindlerSenior
Manager, Corporate Communications(212)
846-4337alex.rindler@viacom.comInvestors:James BombasseiSenior Vice
President, Investor Relations and Treasurer(212)
258-6377james.bombassei@viacom.comLou ConverseVice President,
Assistant Treasurer(212) 846-8110lou.converse@viacom.com
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