Viacom Inc. (NASDAQ: VIAB, VIA) today announced that in
connection with its previously-announced cash tender offers
(collectively, the “Offers”) for the debt securities identified in
the table below (collectively, the “Securities”), approximately
$2.03 billion in combined aggregate principal amount of Securities
were validly tendered and not validly withdrawn on or prior to 5:00
p.m., New York City time, on December 5, 2017 (the “Early Tender
Deadline”), in the aggregate amounts as shown in the table. The
terms and conditions of the Offers are described in the Offer to
Purchase dated November 21, 2017 (the “Offer to Purchase”) and the
related Letter of Transmittal dated November 21, 2017 (the “Letter
of Transmittal”), and remain unchanged.
Title of Security CUSIP Number
Acceptance
Priority
Level
Aggregate PrincipalAmount OutstandingPrior
to the Offers
Aggregate Principal
Amount Tendered(1)
4.500% Senior Debentures due 2042 92553PAL6 1
$ 104,075,000 $ 41,238,000 4.875% Senior Debentures due 2043
92553PAQ5 2 $ 37,268,000 $ 5,109,000
4.850% Senior Debentures due 2034 92553PAZ5 3
$ 591,826,000 $ 307,481,000 3.450% Senior Notes due 2026
92553PBB7 4 $ 594,035,000 $ 115,042,000
2.250% Senior Notes due 2022 92553PBA9 5 $
189,623,000 $ 86,601,000 5.250% Senior Debentures due 2044
92553PAW2 6 $ 550,000,000 $ 202,377,000
3.250% Senior Notes due 2023 92553PAR3 7 $
300,000,000 $ 118,390,000 3.125% Senior Notes due 2022
92553PAM4 8 $ 300,000,000 $ 104,625,000
3.875% Senior Notes due 2024 92553PAX0 9 $
550,000,000 $ 152,544,000 2.750% Senior Notes due 2019
92553PAY8 10 $ 252,345,000 $ 65,538,000
4.250% Senior Notes due 2023 92553PAT9 11 $
1,250,000,000 $ 385,325,000 3.875% Senior Notes due 2021
92553PAJ1 12 $ 600,000,000 $
204,627,000 5.850% Senior Debentures due 2043 92553PAU6
13 $ 1,250,000,000 $ 240,996,000
_______
(1) As of the Early Tender Deadline.
The principal amount of each series of Securities listed in the
table above ultimately accepted for purchase will depend upon the
determination of the consideration to be paid in the Offers for
each series of Securities validly tendered and accepted for
purchase as described in the Offer to Purchase (the “Total
Consideration”), at 11:00 a.m., New York City time, on December 6,
2017, and will be subject to the maximum tender amount of a
combined aggregate purchase price of up to $1.0 billion (excluding
accrued and unpaid interest to, but not including, the applicable
settlement date and excluding fees and expenses related to the
Offers), the application of the Acceptance Priority Levels (as set
forth in the table above) and proration.
Securities not accepted for purchase will be promptly credited
to the account of the registered holder of such Securities with The
Depository Trust Company and otherwise returned in accordance with
the Offer to Purchase and the Letter of Transmittal.
Holders of Securities validly tendered and not validly withdrawn
on or prior to the Early Tender Deadline will be eligible to
receive the Total Consideration, which 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. 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 tendered
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 7, 2017. In
accordance with the terms of the Offers, the withdrawal deadline
was 5:00 p.m., New York City time, on December 5, 2017. 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).
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.
About 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.
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: the public acceptance of
our brands, programs, motion pictures and other entertainment
content on the various platforms on which they are distributed;
technological developments, alternative content offerings and their
effects in our markets and on consumer behavior; the potential for
loss of carriage or other reduction in the distribution of our
content; economic fluctuations in advertising and retail markets,
and economic conditions generally; the impact of inadequate
audience measurement on our program ratings and advertising and
affiliate revenues; significant changes in our senior leadership
and the ability of our recently-announced strategic initiatives to
achieve their operating objectives; evolving cybersecurity and
similar risks; the impact of piracy; increased costs for
programming, motion pictures and other rights; the loss of key
talent; competition for content, audiences, advertising and
distribution; fluctuations in our results due to the timing, mix,
number and availability of our motion pictures and other
programming; other domestic and global economic, political,
business, competitive and/or regulatory factors affecting our
businesses generally; changes in the Federal communications or
other laws and regulations; and other factors described in our news
releases and filings with the Securities and Exchange Commission,
including but not limited to our 2017 Annual Report on Form 10-K
and 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.
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version on businesswire.com: http://www.businesswire.com/news/home/20171206005337/en/
Viacom Inc.Press:Alex
Rindler, 212-846-4337Senior Manager, Corporate
Communicationsalex.rindler@viacom.comInvestors:James Bombassei,
212-258-6377Senior Vice President, Investor
Relationsjames.bombassei@viacom.comorLou Converse, 212-846-8110Vice
President, Assistant Treasurerlou.converse@viacom.com
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