Viacom Inc. announced that it will commence cash tender offers for up to $1.0 billion 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 its 4.500% Senior Debentures due 2042, 4.875% Senior Debentures due 2043, 4.850% Senior Debentures due 2034, 3.450% Senior Notes due 2026, 2.250% Senior Notes due 2022, 5.250% Senior Debentures due 2044, 3.250% Senior Notes due 2023, 3.125% Senior Notes due 2022, 3.875% Senior Notes due 2024, 2.750% Senior Notes due 2019, 4.250% Senior Notes due 2023, 3.875% Senior Notes due 2021, and 5.850% Senior Debentures due 2043 (collectively, the “Securities”).
The Offers are being made pursuant to and are subject to the terms and conditions set forth in the Offer to Purchase dated November 21, 2017 (the “Offer to Purchase”) and the related Letter of Transmittal (the “Letter of Transmittal”). The Offers are scheduled to expire at 11:59 p.m., New York City time, on December 19, 2017, unless extended or earlier terminated by Viacom (the “Expiration Date”). Tenders of Securities may be withdrawn at any time at or prior to 5:00 p.m., New York City time, on December 5, 2017 (the “Withdrawal Deadline”), but may not be withdrawn thereafter except in certain limited circumstances where additional withdrawal rights are required by law.
Holders of Securities validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on December 5, 2017 (the “Early Tender Deadline”) and accepted for purchase will receive the applicable Total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 consideration paid in the Offers for each series of Securities 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 U.S. Treasury Security specified in the table above and in the Offer to Purchase (the “Total Consideration”). 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 will be determined at 11:00 a.m., New York City time, on December 6, 2017, unless extended by Viacom.
Viacom is home to premier global media brands that create compelling entertainment content – including television programs, motion pictures, short-form content, apps, games, consumer products, podcasts, live events and social media experiences – for audiences in more than 180 countries. Viacom’s media networks, including Nickelodeon, Nick Jr., MTV, BET, Comedy Central, Spike (to be rebranded as Paramount Network in the U.S.), VH1, TV Land, CMT, Logo, Channel 5 (UK), Telefe (Argentina), Colors (India) and Paramount Channel, reach approximately 4.3 billion cumulative television subscribers worldwide. Paramount Pictures is a major global producer and distributor of filmed entertainment. Paramount Television develops, finances and produces original programming for television and digital platforms.
Alex Rindler, 646-818-0910
Senior Manager, Corporate Communications
James Bombassei, 212-258-6377
Senior Vice President, Investor Relations
Lou Converse, 212-846-8110
Vice President, Assistant Treasurer