Viacom Announces the Pricing Terms of Its Cash Tender Offers for Certain Outstanding Debt Securities
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
The following table sets forth certain information regarding the Securities and the Offers:
Title of Security |
CUSIP |
Acceptance |
Reference U.S. |
Reference |
Fixed |
|
Aggregate |
Aggregate Principal |
|||||||||||
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 |
_______________
(1) | Per $1,000 principal amount of the Securities that are tendered and accepted for purchase. | ||
(2) | As of the Early Tender Deadline. | ||
Securities not accepted for purchase will be promptly credited to the
account of the Holder of such Securities with
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 purchased 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
Although the Offers are scheduled to expire at
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 sell 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
About
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:
technological developments, alternative content offerings and their
effects in our markets and on consumer behavior; competition for
content, audiences, advertising and distribution in a swiftly
consolidating industry; the public acceptance of our brands, programs,
films and other entertainment content on the various platforms on which
they are distributed; the impact on our advertising revenues of declines
in linear television viewing, deficiencies in audience measurement and
advertising market conditions; the potential for loss of carriage or
other reduction in the distribution of our content; evolving
cybersecurity and similar risks; the failure, destruction or breach of
our critical satellites or facilities; content theft; increased costs
for programming, films and other rights; the loss of key talent;
domestic and global political, economic and/or regulatory factors
affecting our businesses generally; volatility in capital markets or a
decrease in our debt ratings; a potential inability to realize the
anticipated goals underlying our ongoing investments in new businesses,
products, services and technologies; fluctuations in our results due to
the timing, mix, number and availability of our films and other
programming; 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
View source version on businesswire.com: https://www.businesswire.com/news/home/20181204006117/en/
Source:
Press:
Alex Rindler
Senior
Manager, Corporate Communications
(212) 846-4337
alex.rindler@viacom.com
Investors:
James
Bombassei
Senior Vice President, Investor Relations and Treasurer
(212)
258-6377
james.bombassei@viacom.com
Lou
Converse
Vice President, Assistant Treasurer
(212) 846-8110
lou.converse@viacom.com