Viacom Announces Cash Tender Offers for Up to $750 Million Aggregate Purchase Price of Certain Outstanding Debt Securities
The following table sets forth certain information regarding the Securities and the Offers:
| Title of Security |
CUSIP Number |
Principal Amount Outstanding |
Tender Cap(1) |
Acceptance Priority Level |
Reference Security |
Bloomberg Reference Page(2) |
Fixed |
Early Tender Premium (per |
Hypothetical Total Consideration (per |
|||||||||||||||||||||||||||||||
|
2.750% Senior Notes |
92553PAY8 | $ | 400,000,000 | $ | 150,000,000 | 1 |
1.250% UST due |
FIT1 | 80 | $ | 30.00 | $ | 1,016.66 | |||||||||||||||||||||||||||
|
5.625% Senior Notes |
92553PAD4 | $ | 550,000,000 | 2 |
1.250% UST due |
FIT1 | 80 | $ | 30.00 | $ | 1,079.17 | |||||||||||||||||||||||||||||
|
4.500% Senior Debentures |
92553PAL6 | $ | 250,000,000 | N/A | 3 |
3.000% UST due |
FIT1 | 230 | $ | 30.00 | $ | 902.24 | ||||||||||||||||||||||||||||
|
4.875% Senior Debentures |
92553PAQ5 | $ | 250,000,000 | N/A | 4 |
3.000% UST due |
FIT1 | 230 | $ | 30.00 | $ | 952.95 | ||||||||||||||||||||||||||||
|
3.450% Senior Notes |
92553PBB7 | $ | 900,000,000 | N/A | 5 |
2.375% UST due |
FIT1 | 165 | $ | 30.00 | $ | 966.87 | ||||||||||||||||||||||||||||
|
2.250% Senior Notes |
92553PBA9 | $ | 400,000,000 | N/A | 6 |
1.875% UST due |
FIT1 | 100 | $ | 30.00 | $ | 978.07 | ||||||||||||||||||||||||||||
|
4.850% Senior Debentures |
92553PAZ5 | $ | 600,000,000 | N/A | 7 |
3.000% UST due |
FIT1 | 200 | $ | 30.00 | $ | 993.33 | ||||||||||||||||||||||||||||
|
3.250% Senior Notes |
92553PAR3 | $ | 300,000,000 | N/A | 8 |
1.875% UST due |
FIT1 | 150 | $ | 30.00 | $ | 999.76 | ||||||||||||||||||||||||||||
|
5.250% Senior Debentures |
92553PAW2 | $ | 550,000,000 | N/A | 9 |
3.000% UST due |
FIT1 | 230 | $ | 30.00 | $ | 1,006.05 | ||||||||||||||||||||||||||||
|
3.125% Senior Notes |
92553PAM4 | $ | 300,000,000 | N/A | 10 |
1.875% UST due |
FIT1 | 120 | $ | 30.00 | $ | 1,007.59 | ||||||||||||||||||||||||||||
|
3.875% Senior Notes |
92553PAX0 | $ | 550,000,000 | N/A | 11 |
2.375% UST due |
FIT1 | 145 | $ | 30.00 | $ | 1,011.52 | ||||||||||||||||||||||||||||
|
4.250% Senior Notes |
92553PAT9 | $ | 1,250,000,000 | N/A | 12 |
1.875% UST due |
FIT1 | 165 | $ | 30.00 | $ | 1,045.48 | ||||||||||||||||||||||||||||
| (1) |
The tender cap of |
||
| (2) |
The applicable page on Bloomberg from which the dealer managers will
quote the bid side prices of the applicable |
||
| (3) |
The Hypothetical Total Consideration is inclusive of the Early
Tender Premium (as defined below) but exclusive of accrued and
unpaid interest from the last interest payment date applicable to
the relevant series of Securities up to, but not including, the
Early Settlement Date (as defined below) and is based on the
reference yield of the Reference |
||
The Offers are being made pursuant to and are subject to the terms and
conditions set forth in the Offer to Purchase dated May 18, 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 June 15, 2017, unless extended or earlier terminated
by
Holders of Securities validly tendered and not validly withdrawn at or
prior to 5:00 p.m., New York City time, on June 1, 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
In addition, payments for Securities purchased will include accrued and unpaid interest from the last interest payment date applicable to the relevant series of Securities up to, but not including, the applicable settlement date for such Securities accepted for purchase.
The settlement date for Securities validly tendered and not validly withdrawn on or prior to the Early Tender Deadline and accepted for purchase is expected to be June 5, 2017 (the "Early Settlement Date"). The settlement date for Securities validly tendered following the Early Tender Deadline but on or prior to the Expiration Date and accepted for purchase is expected to be June 16, 2017, the first business day after the Expiration Date (the "Final Settlement Date"), assuming the Maximum Tender Amount of Securities is not purchased on the Early Settlement Date.
Subject to the Maximum Tender Amount, the tender cap specified in the
table above (the "2019 Notes Tender Cap") and proration, all Securities
validly tendered and not validly withdrawn on or before the Early Tender
Deadline having a higher Acceptance Priority Level (with 1 being the
highest) will be accepted before any validly tendered Securities having
a lower Acceptance Priority Level (with 12 being the lowest), and all
Securities validly tendered after the Early Tender Deadline having a
higher Acceptance Priority Level will be accepted before any Securities
validly tendered after the Early Tender Deadline having a lower
Acceptance Priority Level. However, if the Offers are not fully
subscribed as of the Early Tender Deadline, subject to the Maximum
Tender Amount, the 2019 Notes Tender Cap and proration, Securities
validly tendered and not validly withdrawn on or before the Early Tender
Deadline will be accepted for purchase in priority to Securities validly
tendered after the Early Tender Deadline even if such Securities validly
tendered after the Early Tender Deadline have a higher Acceptance
Priority Level than Securities validly tendered on or prior to the Early
Tender Deadline. Subject to applicable law,
Securities of a series may be subject to proration (rounded to avoid the
purchase of Securities in a principal amount other than in an integral
multiple of $1,000) if the aggregate purchase price of the Securities of
such series validly tendered and not validly withdrawn would cause the
Maximum Tender Amount to be exceeded or, in the case of the 2019 Notes,
if the combined aggregate purchase price of the 2019 Notes validly
tendered and not validly withdrawn is greater than the 2019 Notes Tender
Cap. Furthermore, if the Offers are fully subscribed as of the Early
Tender Deadline, holders who validly tender Securities following the
Early Tender Deadline but on or prior to the Expiration Date will not
have any of their Securities accepted for purchase regardless of
Acceptance Priority Level.
Information Relating to the Offers
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 buy 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
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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 effect
of recent changes in management and our board of directors; the ability
of our recently-announced strategic initiatives to achieve their
operating objectives; the public acceptance of our brands, programs,
motion pictures and other entertainment content on the various platforms
on which they are distributed; the impact of inadequate audience
measurement on our program ratings and advertising and affiliate
revenues; technological developments and their effect in our markets and
on consumer behavior; competition for content, audiences, advertising
and distribution; the impact of piracy; economic fluctuations in
advertising and retail markets, and economic conditions generally;
fluctuations in our results due to the timing, mix, number and
availability of our motion pictures and other programming; the potential
for loss of carriage or other reduction in the distribution of our
content; changes in the Federal communications or other laws and
regulations; evolving cybersecurity and similar risks; other domestic
and global economic, business, competitive and/or regulatory factors
affecting our businesses generally; and other factors described in our
news releases and filings with the
View source version on businesswire.com: http://www.businesswire.com/news/home/20170518005667/en/
Press:
Senior
Manager, Corporate Communications
alex.rindler@viacom.com
or
Investors:
Senior Vice President, Investor Relations
james.bombassei@viacom.com
or
Vice President, Assistant Treasurer
lou.converse@viacom.com
Source:
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