Welcome!

News Feed Item

Viacom Announces Pricing Terms of Exchange Offer

NEW YORK, Nov. 30, 2012 /PRNewswire-FirstCall/ -- Viacom Inc. (NASDAQ: VIAB, VIA) today announced the pricing terms, determined as of 2:00 p.m., New York City time today, of its private exchange offer ("Exchange Offer") to certain eligible holders to exchange any and all of its outstanding 6.875% Senior Debentures due 2036 and any and all of its outstanding 6.750% Senior Debentures due 2037 (the "Old Debentures") listed in the table below for Viacom's newly issued 4.375% Senior Debentures due 2043. The Senior Debentures due 2043 being offered in the Exchange Offer will be a further issuance of, and will be in addition to, the Senior Debentures due 2043 Viacom issued for cash on November 26, 2012, in the aggregate principal amount of $250,000,000.

(Logo: http://photos.prnewswire.com/prnh/20110811/NY51392LOGO )

The complete terms and conditions of the Exchange Offer are set forth in a confidential offering memorandum dated November 16, 2012, and related letter of transmittal.

The Total Exchange Price to be received in the Exchange Offer for each $1,000 principal amount of Old Debentures validly tendered and not validly withdrawn prior to 5:00 p.m. New York City time on November 30, 2012 ("Early Participation Date") is set forth in the table below.  The Total Exchange Price includes an early participation payment as set forth in the table below per $1,000 principal amount of Old Debentures ("Early Participation Payment") validly tendered and not validly withdrawn prior to the Early Participation Date.  Holders of Old Debentures who validly tender Old Debentures after the Early Participation Date and whose Old Debentures are accepted in the Exchange Offer will receive the applicable Total Exchange Price less the Early Participation Payment ("Exchange Price").

Interest on the Senior Debentures due 2043 will accrue from November 26, 2012. Holders of Senior Debentures due 2043 issued in the Exchange Offer will not be entitled to interest accrued on the Senior Debentures due 2043 up to, but not including, the relevant settlement date, although the first interest payment following each settlement date will include the interest accrued during such period. Each holder whose Old Debentures are accepted for exchange by Viacom will receive a cash payment (reduced as described in the following sentence) representing interest, if any, that has accrued from the most recent interest payment date in respect of the Old Debentures up to, but not including, the relevant settlement date. Interest payable on the Old Debentures up to, but not including, the relevant settlement date will be reduced by the interest accrued on the Senior Debentures due 2043 up to, but not including, the relevant settlement date.

Exchange Offer

CUSIP No.

Title of Series

Principal Amount

Outstanding at the
Commencement of the
Exchange Offer

Reference Treasury Security

Reference Yield

Fixed

Spread (bps)

Total Exchange Price(1)(2)

Exchange Price(1)

New Notes Value

Payment per
$1,000 of Old
Debentures
Receiving the

Total Exchange

Price (1)(2)

Payment per
$1,000 of Old
Debentures
Receiving the

Exchange Price (1)

925524AX8

 

 

6.875% Senior Debentures due 2036

$ 1,750,000,000

2.750% U.S. Treasury due  8/15/2042

2.801%

+ 153

$1,371.87

$1,321.87

$966.49

$1,419.44 principal amount of Senior Debentures due 2043

$1,367.70 principal amount of Senior Debentures due 2043












 92553PAC6

6.750% Senior Debentures due 2037

$ 250,000,000

2.750% U.S. Treasury due  8/15/2042

2.801%

+ 153

$1,365.75

$1,315.75

$966.49

$1,413.10 principal amount of Senior Debentures due 2043

$1,361.37 principal amount of Senior Debentures due 2043









(1) For each $1,000 principal amount of Old Debentures.

(2) Includes Early Participation Payment of $50.00 principal amount of new Senior Debentures due 2043 for each $1,000 principal amount of Old Debentures.

Tenders of Old Debentures in the Exchange Offer may be validly withdrawn at any time at or prior to 5:00 p.m., New York City time, on November 30, 2012 ("Withdrawal Date"), provided that Viacom may extend the Early Participation Date without extending the Withdrawal Date, unless required by law. Old Debentures tendered after the Withdrawal Date may not be withdrawn, except where additional withdrawal rights are required by law (as determined by Viacom in its sole discretion). 

The Exchange Offer will expire at midnight, New York City time, on December 14, 2012, unless extended.

The Exchange Offer will only be made to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act, subject to market and other conditions. No assurance can be given that the Exchange Offer will be completed or, if completed, as to the terms on which they will be completed. The Senior Debentures due 2043 to be offered in the Exchange Offer have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or pursuant to an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.  This press release is being issued pursuant to Rule 135c under the Securities Act.

Holders of Old Debentures who desire a copy of the eligibility letter may contact Global Bondholder Services Corporation toll-free at (866) 389-1500 or at (212) 430-3774 (banks and brokerage firms).

About Viacom

Viacom is home to the world's premier entertainment brands that connect with audiences through compelling content across television, motion picture, online and mobile platforms in over 160 countries and territories. With media networks reaching approximately 700 million global subscribers, Viacom's leading brands include MTV, VH1, CMT, Logo, BET, CENTRIC, Nickelodeon, Nick Jr., TeenNick, Nicktoons, Nick at Nite, COMEDY CENTRAL, TV Land, SPIKE, Tr3s, Paramount Channel and VIVA. Paramount Pictures, celebrating its 100th year in 2012 and creator of many of the most beloved motion pictures, continues today as a major global producer and distributor of filmed entertainment. Viacom operates a large portfolio of branded digital media experiences, including many of the world's most popular properties for entertainment, community and casual online gaming.

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 the Company's 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 actual results, performance or achievements to differ. These risks, uncertainties and other factors include, among others: the public acceptance of the Company's programs, motion pictures and other entertainment content on the various platforms on which they are distributed; technological developments and their effect in the Company's markets and on consumer behavior; competition for audiences and distribution; the impact of piracy; economic conditions generally, and in advertising and retail markets in particular; fluctuations in the Company's results due to the timing, mix and availability of the Company's motion pictures; changes in the Federal communications laws and regulations; other domestic and global economic, business, competitive and/or regulatory factors affecting the Company's businesses generally; and other factors described in the Company's news releases and filings with the Securities and Exchange Commission, including its 2012 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 the Company does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

SOURCE Viacom Inc.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
More and more companies are looking to microservices as an architectural pattern for breaking apart applications into more manageable pieces so that agile teams can deliver new features quicker and more effectively. What this pattern has done more than anything to date is spark organizational transformations, setting the foundation for future application development. In practice, however, there are a number of considerations to make that go beyond simply “build, ship, and run,” which changes how...
Cloud computing delivers on-demand resources that provide businesses with flexibility and cost-savings. The challenge in moving workloads to the cloud has been the cost and complexity of ensuring the initial and ongoing security and regulatory (PCI, HIPAA, FFIEC) compliance across private and public clouds. Manual security compliance is slow, prone to human error, and represents over 50% of the cost of managing cloud applications. Determining how to automate cloud security compliance is critical...
Traditional IT, great for stable systems of record, is struggling to cope with newer, agile systems of engagement requirements coming straight from the business. In his session at 18th Cloud Expo, William Morrish, General Manager of Product Sales at Interoute, will outline ways of exploiting new architectures to enable both systems and building them to support your existing platforms, with an eye for the future. Technologies such as Docker and the hyper-convergence of computing, networking and...
Contextual Analytics of various threat data provides a deeper understanding of a given threat and enables identification of unknown threat vectors. In his session at @ThingsExpo, David Dufour, Head of Security Architecture, IoT, Webroot, Inc., discussed how through the use of Big Data analytics and deep data correlation across different threat types, it is possible to gain a better understanding of where, how and to what level of danger a malicious actor poses to an organization, and to determin...
Adding public cloud resources to an existing application can be a daunting process. The tools that you currently use to manage the software and hardware outside the cloud aren’t always the best tools to efficiently grow into the cloud. All of the major configuration management tools have cloud orchestration plugins that can be leveraged, but there are also cloud-native tools that can dramatically improve the efficiency of managing your application lifecycle. In his session at 18th Cloud Expo, ...
Organizations planning enterprise data center consolidation and modernization projects are faced with a challenging, costly reality. Requirements to deploy modern, cloud-native applications simultaneously with traditional client/server applications are almost impossible to achieve with hardware-centric enterprise infrastructure. Compute and network infrastructure are fast moving down a software-defined path, but storage has been a laggard. Until now.
Let’s face it, embracing new storage technologies, capabilities and upgrading to new hardware often adds complexity and increases costs. In his session at 18th Cloud Expo, Seth Oxenhorn, Vice President of Business Development & Alliances at FalconStor, discussed how a truly heterogeneous software-defined storage approach can add value to legacy platforms and heterogeneous environments. The result reduces complexity, significantly lowers cost, and provides IT organizations with improved efficienc...
Nicolas Fierro is CEO of MIMIR Blockchain Solutions. He is a programmer, technologist, and operations dev who has worked with Ethereum and blockchain since 2014. His knowledge in blockchain dates to when he performed dev ops services to the Ethereum Foundation as one the privileged few developers to work with the original core team in Switzerland.
Digital Transformation and Disruption, Amazon Style - What You Can Learn. Chris Kocher is a co-founder of Grey Heron, a management and strategic marketing consulting firm. He has 25+ years in both strategic and hands-on operating experience helping executives and investors build revenues and shareholder value. He has consulted with over 130 companies on innovating with new business models, product strategies and monetization. Chris has held management positions at HP and Symantec in addition to ...
CI/CD is conceptually straightforward, yet often technically intricate to implement since it requires time and opportunities to develop intimate understanding on not only DevOps processes and operations, but likely product integrations with multiple platforms. This session intends to bridge the gap by offering an intense learning experience while witnessing the processes and operations to build from zero to a simple, yet functional CI/CD pipeline integrated with Jenkins, Github, Docker and Azure...
Digital transformation has increased the pace of business creating a productivity divide between the technology haves and have nots. Managing financial information on spreadsheets and piecing together insight from numerous disconnected systems is no longer an option. Rapid market changes and aggressive competition are motivating business leaders to reevaluate legacy technology investments in search of modern technologies to achieve greater agility, reduced costs and organizational efficiencies. ...
Cloud-enabled transformation has evolved from cost saving measure to business innovation strategy -- one that combines the cloud with cognitive capabilities to drive market disruption. Learn how you can achieve the insight and agility you need to gain a competitive advantage. Industry-acclaimed CTO and cloud expert, Shankar Kalyana presents. Only the most exceptional IBMers are appointed with the rare distinction of IBM Fellow, the highest technical honor in the company. Shankar has also receive...
Fact: storage performance problems have only gotten more complicated, as applications not only have become largely virtualized, but also have moved to cloud-based infrastructures. Storage performance in virtualized environments isn’t just about IOPS anymore. Instead, you need to guarantee performance for individual VMs, helping applications maintain performance as the number of VMs continues to go up in real time. In his session at Cloud Expo, Dhiraj Sehgal, Product and Marketing at Tintri, sha...
As Cybric's Chief Technology Officer, Mike D. Kail is responsible for the strategic vision and technical direction of the platform. Prior to founding Cybric, Mike was Yahoo's CIO and SVP of Infrastructure, where he led the IT and Data Center functions for the company. He has more than 24 years of IT Operations experience with a focus on highly-scalable architectures.
Using new techniques of information modeling, indexing, and processing, new cloud-based systems can support cloud-based workloads previously not possible for high-throughput insurance, banking, and case-based applications. In his session at 18th Cloud Expo, John Newton, CTO, Founder and Chairman of Alfresco, described how to scale cloud-based content management repositories to store, manage, and retrieve billions of documents and related information with fast and linear scalability. He addres...