Viacom to spend $1 billion in one-month tender for 13 note issues

By Susanna Moon

Chicago, Nov. 21 – Viacom Inc. said it is tendering for 13 series of notes with the purchase amount capped at $1 billion excluding accrued interest.

Pricing will be set using a reference security plus a fixed spread for a total hypothetical purchase price for each $1,000 principal amount as follows, with the notes listed in order of priority acceptance levels:

• $104,075,000 4.5% senior debentures due 2042 with pricing based on the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 275 bps for a total hypothetical purchase price of $861.69;

• $37,268,000 4.875% senior debentures due 2043 with pricing based on the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 275 bps for a total hypothetical purchase price of $909.20;

• $591,826,000 4.85% senior debentures due 2034 with pricing based on the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 255 bps for a total hypothetical purchase price of $945.22;

• $594,035,000 3.45% senior notes due 2026 with pricing based on the 2.25% U.S. Treasury note due Nov. 15, 2027 plus 170 bps for a total hypothetical purchase price of $954.88;

• $189,623,000 2.25% senior notes due 2022 with pricing based on the 2% U.S. Treasury note due Oct. 31, 2022 plus 130 bps for a total hypothetical purchase price of $956.48;

• $550 million 5.25% senior debentures due 2044 with pricing based on the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 275 bps for a total hypothetical purchase price of $959.46;

• $300 million 3.25% senior notes due 2023 with pricing based on the 2% U.S. Treasury note due Oct. 31, 2022 plus 165 bps for a total hypothetical purchase price of $977.18;

• $300 million 3.125% senior notes due 2022 with pricing based on the 2% U.S. Treasury note due Oct. 31, 2022 plus 145 bps for a total hypothetical purchase price of $983.20;

• $550 million 3.875% senior notes due 2024 with pricing based on the 2.25% U.S. Treasury note due Nov. 15, 2027 plus 155 bps for a total hypothetical purchase price of $997.85;

• $252,345,000 2.75% senior notes due 2019 with pricing based on the 1.5% U.S. Treasury note due Oct. 31, 2019 plus 85 bps for a total hypothetical purchase price of $1,002.96;

• $1.25 billion 4.25% senior notes due 2023 with pricing based on the 2% U.S. Treasury note due Oct. 31, 2022 plus 185 bps for a total hypothetical purchase price of $1,015.64;

• $600 million 3.875% senior notes due 2021 with pricing based on the 2% U.S. Treasury note due Oct. 31, 2022 plus 125 bps for a total hypothetical purchase price of $1,020.35; and

• $1.25 billion 5.85% senior debentures due 2043 with pricing based on the 2.75% U.S. Treasury note due Aug. 15, 2047 plus 290 bps for a total hypothetical purchase price of $1,020.65.

The total purchase price includes an early tender premium of $30.00 per $1,000 principal amount of notes tendered by 5 p.m. ET on Dec. 5, the early tender date.

Pricing will be set at 11 a.m. ET on Dec. 6. The hypothetical price was set using the reference yield of the U.S. Treasury security at 11 a.m. ET on Nov. 20, assuming an early settlement date of Dec. 7.

Holders also will receive accrued interest up to but excluding the settlement date.

The offers will remain open until 11:59 p.m. ET on Dec. 19.

Tenders may be withdrawn at any time before the offer ends.

Settlement is expected to occur on Dec. 7 for early tenders and on Dec. 20 for any remaining tenders.

If the offers are fully subscribed as of the early tender deadline, no more notes will be accepted for purchase in the offer, according to a company announcement.

Viacom said it reserves the right to waive the conditions to the offers, to extend or terminate the offers and to change the tender cap without extending the early deadline or the withdrawal deadline.

BNP Paribas Securities Corp. (212 841-3059 or 888 210-4358), J.P. Morgan Securities LLC (212 834-3424 or 866 834-4666), Mizuho Securities USA LLC (212 205-7736 or 866 271-7403) and MUFG Securities Americas Inc. (212 405-7481 or 877 744-4532) are the dealer managers. The information agent and tender agent is Global Bondholder Services Corp. (866 924-2200, 212 430-3774 or contact@gbsc-usa.com).

Viacom is a New York-based media company.

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