NEW YORK ,
Nov. 17,
2023 /PRNewswire/ -- Paramount Global ("Paramount,"
"we" or "our") (NASDAQ: PARA, PARAA) today announced the pricing
terms of its previously announced cash tender offers for the
Maximum Offer Securities (as defined below) (the "Maximum Offer").
The Maximum Offer consists of the offer to purchase up to
$540,922,623.28 aggregate purchase
price of the Company's 4.00% Senior Notes due 2026, 2.90% Senior
Notes due 2027 and 3.375% Senior Notes due 2028 (collectively, the
"Maximum Offer Securities") validly tendered and accepted for
purchase (in each case, excluding accrued and unpaid interest to,
but not including, the applicable settlement date and excluding
fees and expenses) (the "Maximum Offer Amount"). The Maximum Offer
is open to all registered holders of the Maximum Offer Securities
(collectively, the "Holders"). The Maximum Offer is subject to
proration and order of priority (the "Acceptance Priority Levels")
as set forth in the Offer to Purchase dated November 2, 2023 (as amended or supplemented, the
"Offer to Purchase") and the table below.
The applicable Total Consideration (set forth in the table
below) for each series of Maximum Offer Securities validly tendered
and accepted for purchase pursuant to the Maximum Offer 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
10:00 a.m., New York City time, on November 17, 2023, by the Dealer Managers (as
defined below).
The following table sets forth certain information regarding the
Maximum Offer Securities that are expected to be accepted for
purchase and the Maximum Offer:
Title of
Security
|
CUSIP
Number
|
Acceptance Priority
Level(1)
|
Principal Amount
Outstanding
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference Page(2)
|
Reference
Yield
|
Fixed Spread (basis
points)(3)
|
Total
Consideration(3)(4)
|
Principal Amount
Tendered
|
Principal Amount
Expected to be Accepted for Purchase
|
4.00% Senior Notes due
2026
|
124857 AQ6
|
1
|
$800,000,000
|
4.625% UST due October
15, 2026
|
FIT1
|
4.644 %
|
120
|
$963.18
|
$453,312,000
|
$453,312,000
|
2.90% Senior Notes due
2027
|
124857 AR4
|
2
|
$700,000,000
|
4.875% UST due October
31, 2028
|
FIT1
|
4.460 %
|
195
|
$901.25
|
$244,249,000
|
$115,729,000(5)
|
|
|
(1)
|
Subject to the Maximum
Offer Amount and proration, the principal amount of each series of
Maximum Offer Securities that is purchased in the Maximum Offer
will be determined in accordance with the applicable Acceptance
Priority Level (in numerical priority order with 1 being the
highest Acceptance Priority Level and 2 being the lowest) specified
in this column.
|
(2)
|
The applicable page on
Bloomberg from which the Dealer Managers (as defined below) quoted
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 (as defined below).
|
(4)
|
Per $1,000 principal
amount of Maximum Offer Securities validly tendered on or prior to
the Early Tender Deadline (as defined below) and accepted for
purchase.
|
(5)
|
Subject to
proration.
|
Holders of Maximum Offer Securities validly tendered and not
validly withdrawn on or prior to 5:00
p.m., New York City time,
on November 16, 2023 (the "Early
Tender Deadline") and accepted for purchase will receive the
applicable Total Consideration set forth in the table above, which
includes an early tender premium of $30.00 per $1,000
principal amount of the Maximum Offer Securities accepted for
purchase (the "Early Tender Premium"). In addition to the
applicable Total Consideration, the Holders of Maximum Offer
Securities validly tendered and not validly withdrawn on or prior
to the Early Tender Deadline and accepted for purchase will also
receive accrued and unpaid interest rounded to the nearest cent, on
such $1,000 principal amount of
Maximum Offer Securities from the last applicable interest payment
date up to, but not including, the Early Settlement Date (as
defined below).
Because the aggregate purchase price of the 4.00% Senior Notes
due 2026 and 2.90% Senior Notes due 2027 validly tendered and not
validly withdrawn on or prior to the Early Tender Deadline is
expected to exceed the Maximum Offer Amount, Paramount expects to
accept all of the validly tendered 4.00% Senior Notes due 2026, the
validly tendered 2.90% Senior Notes due 2027 on a prorated basis
using a proration factor of approximately 47.57% and none of the
validly tendered 3.375% Senior Notes due 2028. Although the Maximum
Offer is scheduled to expire at 5:00
p.m., New York City time,
on December 4, 2023 (such date and
time, as may be extended or earlier terminated by Paramount),
because the Maximum Offer was fully subscribed as of the Early
Tender Deadline, Paramount does not expect to accept for purchase
any Maximum Offer Securities tendered after the Early Tender
Deadline. Maximum Offer Securities tendered and not accepted for
purchase will be promptly returned to the tendering Holders as
described in the Offer to Purchase.
The settlement date for Maximum Offer Securities validly
tendered and not validly withdrawn on or prior to the Early Tender
Deadline and accepted for purchase is expected to be November 21, 2023, the third business day after
the Early Tender Deadline (the "Early Settlement Date").
Paramount's obligation to accept for purchase, and to pay for,
the Maximum Offer Securities validly tendered and not validly
withdrawn in the Maximum Offer 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 the Maximum
Offer; (ii) extend or terminate the Maximum Offer;
(iii) increase or decrease the Maximum Offer Amount without
extending the Early Tender Deadline or the Maximum Offer Withdrawal
Deadline; or (iv) otherwise amend the Maximum Offer in any
respect.
Information Relating to the Maximum Offer
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 Maximum Offer (together, the "Dealer Managers"). The
information agent and tender agent for the Maximum Offer
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 Maximum Offer 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 Maximum Offer 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
Maximum Offer 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 Maximum Offer Securities or
any of their respective affiliates is making any recommendation as
to whether Holders should tender their Maximum Offer Securities in
connection with the Maximum Offer.
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; 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