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Viacom Announces Expiration of Exchange Offer

NEW YORK, Dec. 17, 2012 /PRNewswire-FirstCall/ -- Viacom Inc. (NASDAQ: VIAB, VIA) today announced the expiration at midnight, New York City time, on December 14, 2012 ("Expiration Date"), 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 offered in the Exchange Offer are a further issuance of, and are 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.


Title of Series

Principal Amount
Outstanding at
Commencement of
the Exchange Offer

Principal Amount
Tendered as of the
Expiration Date



6.875% Senior
Debentures due 2036

$ 1,750,000,000






6.750% Senior
Debentures due 2037

$ 250,000,000




As of the Expiration Date, according to Global Bondholder Services Corporation, the exchange agent for the Exchange Offer, the aggregate principal amount of the 6.875% Senior Debentures due 2036 validly tendered and not withdrawn after 5:00 p.m., New York City time on November 30, 2012 ("Early Participation Date"), but at or prior to the Expiration Date was $170,000, and the aggregate principal amount of the 6.750% Senior Debentures due 2037 validly tendered and not withdrawn after the Early Participation Date, but at or prior to the Expiration date was $1,180,000. Viacom has accepted all such Old Debentures for exchange and expects to pay the applicable exchange price with respect to such Old Debentures on December 17, 2012 ("Final Settlement Date").

Holders of Old Debentures who tendered for exchange after the Early Participation Date, but at or prior to the Expiration Date, will also receive a net interest cash payment (as calculated in accordance with the confidential offering memorandum) for each $1,000 principal amount of Old Debentures exchanged, which amount represents interest payable on such Old Debentures up to, but not including the Final Settlement Date, less interest accrued on the Senior Debentures due 2043 issued in exchange therefor up to, but not including, the Final Settlement Date. 

The Exchange Offer was only 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. The Senior Debentures due 2043 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.

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.

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