Viacom to pay $1.09 billion in tenders for 15 series; pricing set

By Wendy Van Sickle

Columbus, Ohio, Dec. 4 – Viacom Inc. announced pricing and early results of its tender offers for up to a capped amount of its $550 million of 5.625% senior notes due 2019 and for 14 additional series of notes and debentures in a waterfall tender offer.

The purchase amount in the waterfall offer was initially capped at $700 million excluding accrued interest, as announced when the offers opened on Nov. 19, but Viacom said in a press release on Tuesday that it will pay a purchase price of $763,698,730.61 for those notes, excluding accrued interest.

Also, Viacom said it will accept all $329,847,000 principal amount of the early tendered 5.625% notes due 2019 in the capped offer. Originally, the company had set a $300 million cap for that series.

Pricing was set using a reference security plus a fixed spread at 11 a.m. ET on Dec. 4.

The early tender date was 5 p.m. ET on Dec. 3.

For the capped offer for the 5.625% notes, the pricing was based on the 0.875% U.S. Treasury note due Sept. 15, 2019 plus 35 basis points for a total purchase price per $1,000 principal amount of $1,019.57.

In the waterfall tender offers, the following amounts of tenders were received by the early deadline with the total purchase prices given per $1,000 principal amount, with the notes listed in order of priority acceptance level:

• $162,079,000 tenders received and accepted of the $252,345,000 2.75% senior notes due 2019, with pricing based on the 1.375% U.S. Treasury note due Dec. 15, 2019 plus 35 bps for a total purchase price of $996.29;

• $16,571,000 tenders received and accepted of the $62,837,000 4.5% senior debentures due 2042, with pricing based on the 3% U.S. Treasury note due Aug. 15, 2048 plus 240 bps for a total purchase price of $855.98;

• $14,405,000 tenders received and accepted of the $31,159,000 4.875% senior debentures due 2043 with pricing based on the 3% U.S. Treasury note due Aug. 15, 2048 plus 240 bps for a total purchase price of $901.83;

• $196,948,000 tenders received and accepted of the $284,345,000 4.85% senior debentures due 2034 with pricing based on the 3% U.S. Treasury note due Aug. 15, 2048 plus 210 bps for a total purchase price of $950.03;

• $354.803,000 tenders received and accepted of the $478,993,000 3.45% senior notes due 2026 with pricing based on the 3.125% U.S. Treasury note due Nov. 15, 2028 plus 125 bps for a total purchase price of $950.16;

• $72.57 million tenders received and $53,469,000 tenders accepted of the $103,022,000 2.25% senior notes due 2022 with pricing based on the 2.875% U.S. Treasury note due Oct. 31, 2023 plus 110 bps for a total purchase price of $950.45;

• $239,487,000 tenders received and none accepted of the 5.25% senior debentures due 2044;

• $53,192,000 tenders received and none accepted of the $181.61 million 3.25% senior notes due 2023;

• $84,905,000 tenders received and none accepted of the $195,375,000 3.125% senior notes due 2022;

• $186,462,000 tenders received and none accepted of the $492,139,000 3.875% senior notes due 2024;

• $291,774,000 tenders received and none accepted of the $600 million 3.875% senior notes due 2021;

• $774,289,000 tenders received and none accepted of the $1.25 billion 4.25% senior notes due 2023;

• $135,801,000 tenders received and none accepted of the $500 million 4.5% senior notes due 2021; and

• $583,142,000 tenders received and none accepted of the $1.25 billion 5.85% senior debentures due 2043.

Each total purchase price includes an early tender premium of $30.00 per $1,000 principal amount of notes tendered the early tender date.

Holders also will receive accrued interest up to but excluding the early settlement date, which is expected to be Dec. 5.

The offers are scheduled to expire at 11:59 p.m. ET on Dec. 17, but the company said it does not expect to accept any additional tenders.

Citigroup Global Markets Inc. (212 723-6106 or 800-558-3745), Deutsche Bank Securities Inc. (212 250-2955 or 866 627-0391) and RBC Capital Markets, LLC (212 618-7843 or 877 381-2099) 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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