Monday, December 10, 2018

Viacom Announces the Pricing Terms of Its Cash Tender Offers for Certain Outstanding Debt Securities

BWW News Desk
December 05, 2018

Viacom Inc. (“Viacom”, “we” or “our”) (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

 

Acceptance
Priority
Level

 

Reference U.S.
Treasury
Security

 

Reference
Yield

 

Fixed
Spread
(basis
points)

 


Total
Consideration(1)

 

Aggregate
Principal Amount
Tendered(2)

 

Aggregate Principal
Amount Expected to
be Accepted for
Purchase

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

SOURCE: BUSINESS WIRE. ©2015 Business Wire

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